S-4/A

As filed with the Securities and Exchange Commission on May 26, 2011

Registration No. 333-174014

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

To

Form S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

LifePoint Hospitals Inc.

(Exact name of registrant as specified in its charter)

SEE TABLE OF ADDITIONAL REGISTRANTS

Delaware
(State or other jurisdiction of
incorporation or organization) 8062
(Primary Standard Industrial
Classification Code Number) 20-1538254
(I.R.S. Employer
Identification Number)

103 Powell Court
Brentwood, Tennessee 37027
(615) 372-8500
(Address, including zip code, and telephone number, including area code, of registrants’ principal executive offices)

Paul D. Gilbert, Esq.
LifePoint Hospitals, Inc.
Executive Vice President, Chief Legal Officer and Chief Development Officer
103 Powell Court
Brentwood, Tennessee 37027
Telephone: (615) 372-8500
(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a copy to:
Morton A. Pierce, Esq.
Frank R. Adams, Esq.
Dewey & LeBoeuf LLP
1301 Avenue of the Americas
New York, New York 10016
Telephone: (212) 259-6000

     Approximate date of commencement of proposed exchange offers: As soon as practicable after this Registration Statement is declared effective.

     If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, please check the following box. o

     If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ Accelerated filer o Non-accelerated filer o (Do not check if a smaller reporting company) Smaller reporting company o

     If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

     Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) o

     Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) o

     The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Table of Additional Registrant Guarantors

	State or Other		Address, Including Zip Code and
	Jurisdiction of	I.R.S. Employer	Telephone Number, Including Area
	Incorporation or	Identification	Code of Registrant’s Principal
Exact Name of Registrant as Specified in its Charter	Organization	Number	Executive Offices
America Management Companies, LLC	Delaware	62-1763639	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
AMG-Crockett, LLC	Delaware	62-1763656	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
AMG-Hilcrest, LLC	Delaware	62-1763655	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
AMG-Hillside, LLC	Delaware	62-1763652	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
AMG-Livingston, LLC	Delaware	62-1763651	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
AMG-Logan, LLC	Delaware	62-1763649	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
AMG-Southern Tennessee, LLC	Delaware	62-1763648	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
AMG-Trinity, LLC	Delaware	62-1763642	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Andalusia Physician Practices, LLC	Delaware	20-8016585	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Ashland Physician Services, LLC	Delaware	75-3165439	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Ashley Valley Medical Center, LLC	Delaware	62-1762532	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Ashley Valley Physician Practice, LLC	Delaware	62-1762570	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Athens Physicians Practice, LLC	Delaware	62-1867833	103 Powell Court
			Brentwood, TN 37027

	State or Other		Address, Including Zip Code and
	Jurisdiction of	I.R.S. Employer	Telephone Number, Including Area
	Incorporation or	Identification	Code of Registrant’s Principal
Exact Name of Registrant as Specified in its Charter	Organization	Number	Executive Offices
			(615) 372-8500
Athens Regional Medical Center, LLC	Delaware	62-1866028	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Barrow Medical Center, LLC	Delaware	62-1762529	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Bartow General Partner, LLC	Delaware	20-0526928	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Bartow Healthcare System, Ltd.	Florida	62-1644567	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Bartow Memorial Limited Partner, LLC	Delaware	52-2199107	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Bolivar Physician Practices, LLC	Delaware	26-3042884	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Bourbon Community Hospital, LLC	Delaware	62-1757924	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Bourbon Physician Practice, LLC	Delaware	62-1824637	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Brim Hospitals, Inc.	Oregon	93-0880990	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Buffalo Trace Radiation Oncology Associates, LLC	Kentucky	61-1303441	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Care Health Company, Inc.	Washington	93-1568998	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Castleview Hospital, LLC	Delaware	62-1762357	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Castleview Medical, LLC	Delaware	62-1769739	103 Powell Court
			Brentwood, TN 37027

	State or Other		Address, Including Zip Code and
	Jurisdiction of	I.R.S. Employer	Telephone Number, Including Area
	Incorporation or	Identification	Code of Registrant’s Principal
Exact Name of Registrant as Specified in its Charter	Organization	Number	Executive Offices
			(615) 372-8500
Castleview Physician Practice, LLC	Delaware	62-1762573	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Clinch Professional Physician Services, LLC	Delaware	20-8484894	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Clinch Valley Endocrinology, LLC	Virginia	34-2051378	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Clinch Valley Medical Center, Inc.	Virginia	54-1058953	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Clinch Valley Pulmonology, LLC	Virginia	20-0467493	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Clinch Valley Urology, LLC	Virginia	20-0376229	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Colorado Plains Physician Practices, LLC	Delaware	20-3730510	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Community Hospital of Andalusia, Inc.	Alabama	62-1081822	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Community Medical, LLC	Delaware	62-1779016	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Community-Based Services, LLC	Delaware	26-3341700	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Crockett Hospital, LLC	Delaware	62-1762364	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Crockett PHO, LLC	Delaware	62-1824633	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
DLP Partner, LLC	Delaware	26-2708085	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Danville Diagnostic Imaging Center, LLC	Delaware	20-2999605	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Danville Physician Practices, LLC	Delaware	20-2999870	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Danville Regional Medical Center School of Health	Delaware	20-3011031	103 Powell Court
Professions, LLC			Brentwood, TN 37027
			(615) 372-8500

	State or Other		Address, Including Zip Code and
	Jurisdiction of	I.R.S. Employer	Telephone Number, Including Area
	Incorporation or	Identification	Code of Registrant’s Principal
Exact Name of Registrant as Specified in its Charter	Organization	Number	Executive Offices
Danville Regional Medical Center, LLC	Delaware	20-2028539	103 Powell Court Brentwood, TN 37027 (615) 372-8500
Dodge City Healthcare Partner, Inc.	Kansas	61-1274535	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Georgetown Community Hospital, LLC	Delaware	62-1757921	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Georgetown Rehabilitation, LLC	Delaware	62-1763818	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Guyan Valley Hospital, LLC	Delaware	05-0539350	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Halstead Hospital, LLC	Delaware	62-1754937	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
HCK Logan Memorial, LLC	Delaware	62-1766919	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
HDP Andalusia, LLC	Delaware	62-1765720	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
HDP Georgetown, LLC	Delaware	62-1765716	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Hillside Hospital, LLC	Delaware	62-1762382	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Historic LifePoint Hospitals, Inc.	Delaware	52-2165845	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
HRMC, LLC	Delaware	75-3143244	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
HST Physician Practice, LLC	Delaware	62-1762577	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
HTI Georgetown, LLC	Delaware	62-1773817	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
HTI PineLake, LLC	Delaware	62-1773816	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Hurricane Healthcare Partner, LLC	Delaware	27-1974414	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Integrated Physician Services, LLC	Delaware	62-1762579	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500

	State or Other		Address, Including Zip Code and
	Jurisdiction of	I.R.S. Employer	Telephone Number, Including Area
	Incorporation or	Identification	Code of Registrant’s Principal
Exact Name of Registrant as Specified in its Charter	Organization	Number	Executive Offices
Kansas Healthcare Management Company, Inc.	Kansas	74-2849927	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Kansas Healthcare Management Services, LLC	Kansas	74-2849929	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Kentucky Hospital, LLC	Delaware	62-1772321	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Kentucky Medserv, LLC	Delaware	62-1772269	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Kentucky MSO, LLC	Delaware	62-1763638	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Kentucky Physician Services, Inc.	Kentucky	62-1752492	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Lake Cumberland Cardiology Associates, LLC	Delaware	27-0710002	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Lake Cumberland Physician Practices, LLC	Delaware	20-8016687	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Lake Cumberland Regional Hospital, LLC	Delaware	62-1757920	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Lake Cumberland Regional Physician Hospital	Delaware	52-2183772	103 Powell Court
Organization, LLC			Brentwood, TN 37027
			(615) 372-8500
Lakeland Community Hospital, LLC	Delaware	30-0109979	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Lakeland Physician Practices, LLC	Delaware	43-1978905	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Lamar Surgery Center, LP	Delaware	27-0070041	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500

	State or Other		Address, Including Zip Code and
	Jurisdiction of	I.R.S. Employer	Telephone Number, Including Area
	Incorporation or	Identification	Code of Registrant’s Principal
Exact Name of Registrant as Specified in its Charter	Organization	Number	Executive Offices
Lander Valley Ambulatory Surgery Center, LLC	Delaware	20-3730352	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Lander Valley Medical Center, LLC	Delaware	62-1823043	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Lander Valley Physician Practices, LLC	Delaware	20-0186252	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Las Cruces Physician Practices, LLC	Delaware	20-4736578	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
LCMC MRI, LLC	Delaware	20-4807861	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
LCMC PET, LLC	Delaware	20-4807946	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
LHSC, LLC	Delaware	62-1778111	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
LifePoint Acquisition Corp.	Delaware	20-3140257	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
LifePoint Asset Management Company, Inc.	Delaware	75-2972602	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
LifePoint Billing Services, LLC	Delaware	62-1763641	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
LifePoint Corporate Services General Partnership	Delaware	62-1779581	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
LifePoint CSGP, LLC	Delaware	62-1779575	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
LifePoint CSLP, LLC	Delaware	62-1779574	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500

	State or Other		Address, Including Zip Code and
	Jurisdiction of	I.R.S. Employer	Telephone Number, Including Area
	Incorporation or	Identification	Code of Registrant’s Principal
Exact Name of Registrant as Specified in its Charter	Organization	Number	Executive Offices
LifePoint Holdings 2, LLC	Delaware	62-1778733	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
LifePoint Holdings 3, Inc.	Delaware	62-1779573	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
LifePoint Hospitals Holdings, Inc.	Delaware	52-2167869	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
LifePoint Medical Group — Hillside, Inc	Tennessee	62-1720394	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
LifePoint of GAGP, LLC	Delaware	62-1778160	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
LifePoint of Georgia, Limited Partnership	Delaware	62-1778162	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
LifePoint of Kentucky, LLC	Delaware	62-1778730	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
LifePoint of Lake Cumberland, LLC	Delaware	62-1828844	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
LifePoint RC, Inc.	Delaware	62-1761942	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
LifePoint VA Holdings, Inc.	Delaware	20-3140383	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
LifePoint WV Holdings, Inc.	Delaware	20-3140329	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Livingston Regional Hospital, LLC	Delaware	62-1762419	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Logan General Hospital, LLC	Delaware	05-0539357	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500

	State or Other		Address, Including Zip Code and
	Jurisdiction of	I.R.S. Employer	Telephone Number, Including Area
	Incorporation or	Identification	Code of Registrant’s Principal
Exact Name of Registrant as Specified in its Charter	Organization	Number	Executive Offices
Logan Healthcare Partner, LLC	Delaware	20-0086245	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Logan Medical, LLC	Delaware	62-1772319	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Logan Memorial Hospital, LLC	Delaware	62-1757917	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Logan Physician Practice, LLC	Delaware	62-1824635	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Los Alamos Physician Practices, LLC	Delaware	20-4206739	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Martinsville Physician Practices, LLC	Delaware	20-4277914	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Meadowview Physician Practice, LLC	Delaware	62-1762581	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Meadowview Regional Medical Center, LLC	Delaware	62-1757929	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Meadowview Rights, LLC	Delaware	62-1766337	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Memorial Hospital of Martinsville & Henry County	Virginia	20-3217713	103 Powell Court
Ambulatory, LLC			Brentwood, TN 37027
			(615) 372-8500
Mexia Principal Healthcare Limited Partnership	Texas	62-1692446	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Mexia-Principal, Inc.	Texas	62-1691355	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Minden Physician Practices, LLC	Delaware	27-0151827	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500

	State or Other		Address, Including Zip Code and
	Jurisdiction of	I.R.S. Employer	Telephone Number, Including Area
	Incorporation or	Identification	Code of Registrant’s Principal
Exact Name of Registrant as Specified in its Charter	Organization	Number	Executive Offices
Northeastern Nevada Physician Practices, LLC	Delaware	26-3632448	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Northwest Medical Center-Winfield, LLC	Delaware	30-0109981	103 Powell Court Brentwood, TN 37027 (615) 372-8500
NWMC-Winfield Physician Practices, LLC	Delaware	43-1978895	103 Powell Court
			Brentwood, TN 37027 (615) 372-8500
Opelousas Imaging Center Partner, LLC	Delaware	20-2882362	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Opelousas PET/CT Imaging Center, LLC	Delaware	20-2882466	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Orthopedics of Southwest Virginia, LLC	Virginia	20-1681827	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Palestine Principal Healthcare Limited Partnership	Texas	74-2791525	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Palestine-Principal G.P., Inc.	Texas	62-1742220	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
PHC Hospitals, LLC	Delaware	62-1868383	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
PHC-Ashland, L.P.	Pennsylvania	62-1852338	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
PHC-Aviation, Inc.	Tennessee	01-0553855	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
PHC-Belle Glade, Inc.	Florida	62-1769465	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
PHC-Charlestown, L.P.	Indiana	62-1867863	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500

	State or Other		Address, Including Zip Code and
	Jurisdiction of	I.R.S. Employer	Telephone Number, Including Area
	Incorporation or	Identification	Code of Registrant’s Principal
Exact Name of Registrant as Specified in its Charter	Organization	Number	Executive Offices
PHC-Cleveland, Inc.	Mississippi	62-1812558	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
PHC-Doctors’ Hospital, Inc.	Louisiana	62-1779010	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
PHC-Elko, Inc.	Nevada	62-1740235	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
PHC-Fort Mohave, Inc.	Arizona	32-0063628	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
PHC-Fort Morgan, Inc.	Colorado	27-0113173	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
PHC-Indiana, Inc.	Indiana	62-1868157	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
PHC-Knox, Inc.	Nevada	62-1769067	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
PHC-Lake Havasu, Inc.	Arizona	62-1735358	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
PHC-Lakewood, Inc.	Louisiana	62-1864994	103 Powell Court Brentwood, TN 37027 (615) 372-8500
PHC-Las Cruces, Inc.	New Mexico	27-0085482	103 Powell Court Brentwood, TN 37027 (615) 372-8500
PHC-Los Alamos, Inc.	New Mexico	03-0390794	103 Powell Court Brentwood, TN 37027 (615) 372-8500
PHC-Louisiana, Inc.	Louisiana	62-1779009	103 Powell Court Brentwood, TN 37027 (615) 372-8500
PHC-Martinsville, Inc.	Virginia	04-3597974	103 Powell Court Brentwood, TN 37027 (615) 372-8500

	State or Other		Address, Including Zip Code and
	Jurisdiction of	I.R.S. Employer	Telephone Number, Including Area
	Incorporation or	Identification	Code of Registrant’s Principal
Exact Name of Registrant as Specified in its Charter	Organization	Number	Executive Offices
PHC-Minden G.P., Inc.	Louisiana	62-1789341	103 Powell Court Brentwood, TN 37027 (615) 372-8500
PHC-Minden, L. P.	Louisiana	62-1789340	103 Powell Court Brentwood, TN 37027 (615) 372-8500
PHC-Morgan City, L.P.	Louisiana	62-1865278	103 Powell Court Brentwood, TN 37027 (615) 372-8500
PHC-Morgan Lake, Inc.	Louisiana	62-1870304	103 Powell Court Brentwood, TN 37027 (615) 372-8500
PHC-Opelousas, L.P.	Louisiana	62-1779008	103 Powell Court Brentwood, TN 37027 (615) 372-8500
PHC-Palestine, Inc.	Nevada	62-1751489	103 Powell Court Brentwood, TN 37027 (615) 372-8500
PHC-Selma, LLC	Delaware	27-5437722	103 Powell Court Brentwood, TN 37027 (615) 372-8500
PHC-Tennessee, Inc.	Tennessee	62-1780282	103 Powell Court Brentwood, TN 37027 (615) 372-8500
PineLake Physician Practice, LLC	Delaware	62-1762582	103 Powell Court Brentwood, TN 37027 (615) 372-8500
PineLake Regional Hospital, LLC	Delaware	62-1757927	103 Powell Court Brentwood, TN 37027 (615) 372-8500
Poitras Practice, LLC	Delaware	62-1762586	103 Powell Court Brentwood, TN 37027 (615) 372-8500
PRHC-Alabama, LLC	Delaware	62-1867696	103 Powell Court Brentwood, TN 37027 (615) 372-8500
PRHC-Ennis G.P., Inc.	Texas	62-1789403	103 Powell Court Brentwood, TN 37027 (615) 372-8500

	State or Other		Address, Including Zip Code and
	Jurisdiction of	I.R.S. Employer	Telephone Number, Including Area
	Incorporation or	Identification	Code of Registrant’s Principal
Exact Name of Registrant as Specified in its Charter	Organization	Number	Executive Offices
PRHC-Ennis, L.P.	Texas	62-1789402	103 Powell Court Brentwood, TN 37027 (615) 372-8500
Principal Hospital Company of Nevada, Inc.	Nevada	62-1691358	103 Powell Court Brentwood, TN 37027 (615) 372-8500
Principal Knox, L.L.C.	Delaware	62-1763056	103 Powell Court Brentwood, TN 37027 (615) 372-8500
Principal Knox, L.P.	Delaware	62-1763056	103 Powell Court Brentwood, TN 37027 (615) 372-8500
Principal-Needles, Inc.	Tennessee	62-1694530	103 Powell Court Brentwood, TN 37027 (615) 372-8500
Province Healthcare Company	Delaware	62-1710772	103 Powell Court Brentwood, TN 37027 (615) 372-8500
Putnam Ambulatory Surgery Center, LLC	Delaware	20-2082396	103 Powell Court Brentwood, TN 37027 (615) 372-8500
Putnam Community Medical Center, LLC	Delaware	62-1818453	103 Powell Court Brentwood, TN 37027 (615) 372-8500
Putnam Physician Practices, LLC	Delaware	26-3042979	103 Powell Court Brentwood, TN 37027 (615) 372-8500
R. Kendall Brown Practice, LLC	Delaware	62-1762590	103 Powell Court Brentwood, TN 37027 (615) 372-8500
Raleigh General Hospital, LLC	West Virginia	55-0261260	103 Powell Court Brentwood, TN 37027 (615) 372-8500
River Parishes Holdings, LLC	Delaware	20-2468681	103 Powell Court Brentwood, TN 37027 (615) 372-8500
River Parishes Hospital, LLC	Delaware	20-0959379	103 Powell Court Brentwood, TN 37027 (615) 372-8500

	State or Other		Address, Including Zip Code and
	Jurisdiction of	I.R.S. Employer	Telephone Number, Including Area
	Incorporation or	Identification	Code of Registrant’s Principal
Exact Name of Registrant as Specified in its Charter	Organization	Number	Executive Offices
River Parishes Partner, LLC	Delaware	20-2502853	103 Powell Court Brentwood, TN 37027 (615) 372-8500
River Parishes Physician Practices, LLC	Delaware	20-1227403	103 Powell Court Brentwood, TN 37027 (615) 372-8500
Riverton Ambulatory Surgery Center, LLC	Delaware	20-3730215	103 Powell Court Brentwood, TN 37027 (615) 372-8500
Riverton Memorial Hospital, LLC	Delaware	62-1762468	103 Powell Court Brentwood, TN 37027 (615) 372-8500
Riverton Oncology Practice, LLC	Delaware	26-3839861	103 Powell Court Brentwood, TN 37027 (615) 372-8500
Riverton Physician Practices, LLC	Delaware	62-1763635	103 Powell Court Brentwood, TN 37027 (615) 372-8500
Riverview Medical Center, LLC	Delaware	62-1762469	103 Powell Court Brentwood, TN 37027 (615) 372-8500
Rockdale Hospital, LLC	Delaware	26-3202930	103 Powell Court Brentwood, TN 37027 (615) 372-8500
Rockdale Physician Practices, LLC	Delaware	27-1363956	103 Powell Court Brentwood, TN 37027 (615) 372-8500
Russellville Hospital, LLC	Delaware	03-0464224	103 Powell Court Brentwood, TN 37027 (615) 372-8500
Russellville Physician Practices, LLC	Delaware	20-0454003	103 Powell Court Brentwood, TN 37027 (615) 372-8500
Select Healthcare, LLC	Delaware	62-1763632	103 Powell Court Brentwood, TN 37027 (615) 372-8500
Selma Diagnostic Imaging, LLC	Delaware	27-5437945	103 Powell Court Brentwood, TN 37027 (615) 372-8500

	State or Other		Address, Including Zip Code and
	Jurisdiction of	I.R.S. Employer	Telephone Number, Including Area
	Incorporation or	Identification	Code of Registrant’s Principal
Exact Name of Registrant as Specified in its Charter	Organization	Number	Executive Offices
Siletchnik Practice, LLC	Delaware	62-1762275	103 Powell Court Brentwood, TN 37027 (615) 372-8500
Smith County Memorial Hospital, LLC	Delaware	62-1762490	103 Powell Court Brentwood, TN 37027 (615) 372-8500
Somerset Surgery Partner, LLC	Delaware	62-1864098	103 Powell Court Brentwood, TN 37027 (615) 372-8500
Southern Tennessee EMS, LLC	Delaware	62-1763622	103 Powell Court Brentwood, TN 37027 (615) 372-8500
Southern Tennessee Medical Center, LLC	Delaware	62-1762535	103 Powell Court Brentwood, TN 37027 (615) 372-8500
Southern Tennessee PHO, LLC	Delaware	62-1824632	103 Powell Court Brentwood, TN 37027 (615) 372-8500
Spring View Hospital, LLC	Delaware	20-0155414	103 Powell Court Brentwood, TN 37027 (615) 372-8500
Spring View Physician Practices, LLC	Delaware	20-4302480	103 Powell Court Brentwood, TN 37027 (615) 372-8500
Springhill Medical Center, LLC	Delaware	62-1754936	103 Powell Court Brentwood, TN 37027 (615) 372-8500
Starke Physician Practices, LLC	Delaware	20-8724378	103 Powell Court Brentwood, TN 37027 (615) 372-8500
Sumner Physician Practices, LLC	Delaware	27-2618964	103 Powell Court Brentwood, TN 37027 (615) 372-8500
Sumner Real Estate Holdings, LLC	Delaware	27-2618993	103 Powell Court Brentwood, TN 37027 (615) 372-8500
Sumner Regional Medical Center, LLC	Delaware	27-2618766	103 Powell Court Brentwood, TN 37027 (615) 372-8500

	State or Other		Address, Including Zip Code and
	Jurisdiction of	I.R.S. Employer	Telephone Number, Including Area
	Incorporation or	Identification	Code of Registrant’s Principal
Exact Name of Registrant as Specified in its Charter	Organization	Number	Executive Offices
Texas Specialty Physicians	Texas	26-2477205	514 S. Bonham, Suite D Mexia, TX 76667 (254) 562-5332
The MRI Center of Northwest Alabama, LLC	Delaware	20-2082277	103 Powell Court Brentwood, TN 37027 (615) 372-8500
THM Physician Practice, LLC	Delaware	62-1762591	103 Powell Court Brentwood, TN 37027 (615) 372-8500
Trousdale Medical Center, LLC	Delaware	27-2618876	103 Powell Court Brentwood, TN 37027 (615) 372-8500
Valley View Physician Practices, LLC	Delaware	26-4227573	103 Powell Court Brentwood, TN 37027 (615) 372-8500
Vaughan Physician Practices, LLC	Delaware	20-5831435	103 Powell Court Brentwood, TN 37027 (615) 372-8500
Ville Platte Medical Center, LLC	Delaware	62-1868757	103 Powell Court Brentwood, TN 37027 (615) 372-8500
Ville Platte Physician Practices, LLC	Delaware	20-8620112	103 Powell Court Brentwood, TN 37027 (615) 372-8500
West Virginia Management Services Organization, Inc.	West Virginia	62-1630580	103 Powell Court Brentwood, TN 37027 (615) 372-8500
Western Plains Physician Practices, LLC	Delaware	20-8179824	103 Powell Court Brentwood, TN 37027 (615) 372-8500
Western Plains Regional Hospital, LLC	Delaware	62-1762592	103 Powell Court Brentwood, TN 37027 (615) 372-8500
Woodford Hospital, LLC	Delaware	52-2260534	103 Powell Court Brentwood, TN 37027 (615) 372-8500
Wyoming Holdings, LLC	Delaware	20-0526872	103 Powell Court Brentwood, TN 37027 (615) 372-8500

	State or Other		Address, Including Zip Code and
	Jurisdiction of	I.R.S. Employer	Telephone Number, Including Area
	Incorporation or	Identification	Code of Registrant’s Principal
Exact Name of Registrant as Specified in its Charter	Organization	Number	Executive Offices
Wythe County Community Hospital, LLC	Delaware	20-2468795	103 Powell Court Brentwood, TN 37027 (615) 372-8500
Wythe County Physician Practices, LLC	Delaware	20-3230510	103 Powell Court Brentwood, TN 37027 (615) 372-8500
Zone, Incorporated	West Virginia	62-1698438	103 Powell Court Brentwood, TN 37027 (615) 372-8500

The information in this preliminary prospectus is not complete and may be changed. We may not offer or sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities, nor a solicitation of an offer to buy these securities, in any jurisdiction where the offering, solicitation or sale is not permitted.

SUBJECT TO COMPLETION, DATED May 26, 2011

PRELIMINARY PROSPECTUS

$400,000,000

Offer to Exchange Registered 6.625% Senior Notes due 2020
For All of Outstanding
Unregistered 6.625% Senior Notes due 2020

     We are offering to exchange up to $400,000,000 of our new 6.625% Senior Notes due 2020, which are jointly and severally guaranteed on an unsecured senior basis by certain of our current and future domestic subsidiaries (the “exchange notes”), which will be registered under the Securities Act of 1933, as amended (the “Securities Act”), for any and all of our outstanding 6.625% Senior Notes due 2020, which are jointly and severally guaranteed on an unsecured senior basis by certain of our current and future domestic subsidiaries (the “outstanding notes”). We are offering to exchange the exchange notes for the outstanding notes to satisfy our obligations contained in the registration rights agreement that we entered into when the outstanding notes were sold pursuant to Rule 144A and Regulation S under the Securities Act. We sometimes refer to the exchange notes and the outstanding notes collectively as the “notes.”

The Exchange Offer

• We will exchange all outstanding notes that are validly tendered and not validly withdrawn for an equal principal amount of exchange notes that are freely tradable, except in limited circumstances described below.

• You may withdraw tenders of outstanding notes at any time prior to the expiration date of the exchange offer.

• The exchange offer expires at 11:59 p.m., New York City time, on      , 2011, unless extended. We do not currently intend to extend the expiration date.

• The exchange of the outstanding notes for exchange notes in the exchange offer will not be a taxable event for U.S. federal income tax purposes.

• We will not receive any cash proceeds from the exchange offer.

The Exchange Notes

• We are offering exchange notes to satisfy certain obligations under the registration rights agreement entered into in connection with the private offering of the outstanding notes.

• The terms of the exchange notes to be issued in the exchange offer are identical in all material respects to the outstanding notes, except that the exchange notes will be freely tradable, except in limited circumstances described below.

• We do not plan to list the exchange notes on a national securities exchange or automated quotation system.

     All untendered outstanding notes will continue to be subject to the restrictions on transfer set forth in the outstanding notes and in the related indenture. In general, the outstanding notes may not be offered or sold, unless

registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Other than in connection with the exchange offer, we currently do not anticipate that we will register the outstanding notes under the Securities Act.

See “Risk Factors” beginning on page 13 for a discussion of certain risks that you should consider before participating in the exchange offer.

     Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes as required by applicable securities laws and regulations. The letter of transmittal states that by so acknowledging and delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

     This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. In addition, all dealers effecting transactions in the exchange notes may be required to deliver a prospectus. We have agreed that, for a period of 90 days after the date of this prospectus, we will make this prospectus available to any broker-dealer for use in connection with such resale. See “Plan of Distribution.”

     Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these notes or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is       , 2011.

TABLE OF CONTENTS

Market and Industry Data	ii
Trademarks, Trade Names and Service Marks	ii
Forward-Looking Statements	ii
Summary	1
Use of Proceeds	30
Ratio of Earnings to Fixed Charges	31
Capitalization	32
Description of Other Indebtedness	35
The Exchange Offer	38
Description of the Exchange Notes	48
Certain U.S. Federal Income Tax Considerations	93
Plan of Distribution	98
Legal Matters	99
Experts	99
Where You Can Find More Information; Incorporation By Reference	99
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EX-99.1

     You should rely only on the information contained or incorporated by reference in this prospectus or in any additional written communication prepared by or authorized by us. We have not authorized anyone to provide you with any information or represent anything about us, our financial results or the exchange offer that is not contained in or incorporated by reference into this prospectus or in any additional written communication prepared by or on behalf of us. If given or made, any such other information or representation should not be relied upon as having been authorized by us. We are not making an offer to exchange the outstanding notes in any jurisdiction where the offer or sale is not permitted. You should assume that the information in this prospectus or in any additional written communication prepared by or on behalf of us is accurate only as of the date on its cover page and that any information incorporated by reference herein is accurate only as of the date of the document incorporated by reference.

MARKET AND INDUSTRY DATA

     This prospectus and the documents incorporated by reference herein include market share and industry data and forecasts that we obtained from industry publications, third-party surveys and internal company surveys. Although we believe that the third-party sources are reliable, we have not independently verified market industry data provided by third parties or by industry or general publications, and we do not take any further responsibility for this data. Similarly, while we believe our internal estimates with respect to our industry are reliable, our estimates have not been verified by any independent sources, and we cannot assure you that they are accurate. Our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the sections entitled “Forward-Looking Statements” and “Risk Factors” below.

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

     We own or have rights to use the trademarks, trade names and service marks that we use in conjunction with the operation of our business. We own the trademark Making Communities Healthier^®, LifePoint Hospitals^® and LifePoint^®. We do not own any trademark, trade names or service mark of any other company appearing in this prospectus.

FORWARD-LOOKING STATEMENTS

     We make forward-looking statements in this prospectus and in reports and proxy statements we file with the SEC. In addition, our senior management makes forward-looking statements orally to analysts, investors, the media and others. Broadly speaking, forward-looking statements include:

• projections of our revenues, net income, earnings per share, capital expenditures, cash flows, debt repayments, interest rates, operating statistics and data or other financial items;

• descriptions of plans or objectives of our management for future operations, services or growth plans including acquisitions, divestitures, business strategies and initiatives;

• interpretations of Medicare and Medicaid laws and regulations and their effect on our business; and

• descriptions of assumptions underlying or relating to any of the foregoing.

     In this prospectus and the documents incorporated by reference herein, for example, we make forward-looking statements, including statements discussing our expectations about:

• this offering, including the use of proceeds, stabilizing transactions and the issuance and delivery of the notes;

• future financial performance and condition;

• future liquidity and capital resources;

• future cash flows;

• existing and future debt and equity structure;

• our strategic goals;

• future acquisitions;

• our business strategy and operating philosophy, including an evaluation of growth strategies for existing markets and for potential acquisitions;

• costs of providing care to our patients;

• changes in interest rates;

• our compliance with new and existing laws and regulations;

• the impact of national healthcare reform;

• the performance of counterparties to our agreements;

• effect of credit ratings;

• professional fees;

• increased costs of salaries and benefits;

• industry and general economic trends;

• reimbursement changes;

• patient volumes and related revenues;

• future capital expenditures, including capital expenditures related to information systems;

• the impact of changes in our critical accounting estimates;

• claims and legal actions relating to professional liabilities, governmental investigations and other matters; and

• physician recruiting and retention, including trends in physician employment.

     Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements often include words such as “can,” “could,” “may,” “should,” “believe,” “will,” “would,” “expect,” “project,” “estimate,” “seek,” “anticipate,” “intend,” “target,” “continue” or similar expressions. You should not unduly rely on forward-looking statements, which give our expectations about the future and are not guarantees. Forward-looking statements speak only as of the date they are made. We operate in a continually changing business environment, and new risk factors emerge from time to time. We cannot predict such new risk factors nor can we assess the impact, if any, of such new risk factors on our business or to the extent to which any factor or combination of factors may cause actual results to differ materially from those expressed or implied by any forward-looking statement. We do not undertake any obligation to update our forward-looking statements to reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events.

     There are several factors, including some beyond our control, that could cause results to differ significantly from our expectations. Some of these factors are described in more detail in the section captioned “Risk Factors.” Other factors, such as market, operational, liquidity, interest rate, regulatory and other risks are described elsewhere in this prospectus and the documents incorporated by reference in this prospectus. Any factor described in this prospectus or the documents incorporated by reference could by itself, or together with one or more factors, adversely affect our business, results of operations and/or financial condition. There may be factors not described in this prospectus or the documents incorporated by reference herein that could cause results to differ from our expectations.

 

SUMMARY

     This summary highlights selected information contained elsewhere or incorporated by reference in this prospectus and does not contain all of the information you should consider before investing in the notes. You should read carefully this entire prospectus and the documents incorporated by reference. Please read “Risk Factors,” beginning on page 13 of this prospectus for more information about important risks that you should consider before making an investment descision. Unless the context otherwise requires, LifePoint Hospitals, Inc. and its subsidiaries are referred to herein as “LifePoint,” the “Company,” “we,” “our” or “us.”

Our Company

     We operate general acute care hospitals in non-urban communities in the United States. At March 31, 2011, we operated 52 hospital campuses in 17 states, having a total of 5,798 licensed beds. We generate revenue primarily through hospital services offered at our facilities. We generated $3,262.4 million in revenues from continuing operations for the year ended December 31, 2010 and $888.6 million for the three months ended March 31, 2011.

     Our hospitals typically provide the range of medical and surgical services commonly available in hospitals in non-urban markets. These services include general surgery, internal medicine, obstetrics, emergency room care, radiology, oncology, diagnostic care, coronary care, rehabilitation services, pediatric services, and, in some of our hospitals, specialized services such as open-heart surgery, skilled nursing, psychiatric care and neuro-surgery. In many markets, we also provide outpatient services such as same-day surgery, laboratory, x-ray, respiratory therapy, imaging, sports medicine and lithotripsy. Like most hospitals located in non-urban markets, our hospitals do not engage in extensive medical research and medical education programs. However, three of our hospitals have an affiliation with medical schools, including the clinical rotation of medical students, and one of our hospitals owns and operates a school of health professions with a nursing program and a radiologic technology program.

     We derived 42.8% of our revenues from continuing operations from the Medicare and Medicaid programs, collectively for the year ended December 31, 2010 and 42.9% for the three months ended March 31, 2011. Payments made to our hospitals pursuant to the Medicare and Medicaid programs for services rendered rarely exceed our costs for such services. The hospital industry is also enduring a period where the costs of providing care are rising faster than reimbursement rates. As a result, we rely largely on payments made by private or commercial payors, together with certain limited services provided to Medicare recipients, to generate an operating profit.

Industry Overview

     We believe that non-urban communities present opportunities for us because of the following factors:

• Less Competition than Urban Markets. Because non-urban communities have smaller populations, they generally have fewer hospitals and other healthcare service providers. Because non-urban hospitals are generally the sole providers of inpatient services in their markets, there is limited competition. However, we are experiencing an increase in competition from other specialized care providers, including outpatient surgery, oncology, physical therapy and diagnostic centers, as well as competing services rendered in physician offices.

• Community Focus. We believe that the local hospital generally is viewed as an integral part of the community. In addition, we believe that non-urban communities can have a higher level of patient and physician loyalty that fosters cooperative relationships among the local hospitals, physicians, employees, patients and local government authorities.

• Acquisition Opportunities. Currently, not-for-profit and governmental entities own most non-urban hospitals. These entities often have limited access to the capital needed to keep pace with advances in medical technology. In addition, these entities sometimes lack the resources to leverage their professional staff in the manner necessary to control hospital expenses, recruit and retain physicians, expand healthcare services and comply with increasingly complex reimbursement and managed care requirements. As a result, patients may migrate, be referred by local physicians, or be encouraged by managed care plans to travel to hospitals in larger, urban markets. We believe that, as a result of these pressures, many not-for-profit and governmental owners of non-urban hospitals who wish to maximize the value of their

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community assets and preserve the local availability of quality healthcare services are interested in selling or leasing these hospitals to a company like ours, that is committed to the local delivery of healthcare and that has greater access to capital and management resources. Of the 52 hospitals that we operated at March 31, 2011, 28 were previously operated by either not-for-profit or governmental entities.

Operating Philosophy

     Since inception, our primary mission has been to acquire, develop and operate strong community-based hospitals in non-urban markets. As a result, we adhere to an operating philosophy that is focused on the unique patient and provider needs and opportunities in these communities. We seek to fulfill our mission of Making Communities Healthier^® by striving to:

• improve the quality and types of healthcare services available in our communities;

• provide physicians with a positive environment in which to practice medicine, with access to necessary equipment and resources;

• develop and provide a positive work environment for employees;

• expand each hospital’s role as a community asset; and

• improve each hospital’s financial performance.

     We expect our hospitals to be the place where patients choose to come for care, where physicians want to practice medicine and where employees want to work.

Business Strategy

     We manage our hospitals in accordance with our operating philosophy and have developed the following strategies as part of our philosophy, tailored for each of our existing markets and for new markets.

• Provide a Positive Environment. We seek to fulfill our mission of Making Communities Healthier^® by striving to improve the quality and types of healthcare services available in our communities, provide physicians with a positive environment in which to practice medicine, with access to necessary equipment and resources, develop and provide a positive work environment for employees, expand each hospital’s role as a community asset, and improve each hospital’s financial performance.

• Focus on Improving Quality. The quality of healthcare services provided at our hospitals (and the perceived quality of such services) is an increasingly important factor to patients when deciding where to seek care and to physicians when deciding where to practice. Because in virtually every case the Center for Medicare and Medicaid Services (“CMS”) core measure scores ascribed to our hospitals are impacted by the practice decisions of the physicians on our medical staffs, we have implemented new strategies to work with medical staff members to improve scores at all of our hospitals, especially those that are below our average or below management’s expectations. Recently, we have seen improvements in our CMS core measure scores and Hospital Consumer Assessment of Healthcare Providers & Systems scores, an important measure of patients’ perspectives of hospital care. We are committed to further improve our scores at our hospitals through targeted strategies, including increased education, when necessary, awareness campaigns and hospital specific action plans.

• Expand the Breadth of Our Services. We believe that growth can also be achieved by adding new service lines in our existing markets, investing in new technologies desired by physicians and patients, and demonstrating the quality of care provided in our facilities. For the past two years, we have undertaken redesigned operating reviews of our hospitals to pinpoint new service lines or technologies that could reduce the outmigration of patients leaving our markets to receive healthcare services. Where needed service lines have been identified, we have focused on recruiting the physicians necessary to correctly operate such service lines. For example, our hospitals have responded to physician interest in requests for hospitalists by introducing or strengthening hospitalist programs where appropriate. Our hospitals have

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	taken other steps, such as structured efforts to solicit input from medical staff members and to promptly respond to legitimate unmet physicians needs, to limit or offset the impact of outmigration and to grow.
•	Invest in New Technology and Facilities. While responsibly managing our operating expenses, we have also made significant, targeted investments in our hospitals to add new technologies, modernize facilities and expand the services available. These investments should assist in our efforts to attract and retain physicians, to offset outmigration of patients and to make our hospitals more desirable to our employees and potential patients.
•	Increase Efficiency. We also continue to strive to improve our operating performance by improving our revenue cycle processes, making an even higher level of purchases through our group purchasing organization, operating more efficiently and effectively, and working to appropriately standardize our policies, procedures and practices across all of our affiliated hospitals. We also believe that our position as the sole acute care hospital in the majority of our communities has allowed us, and will continue to allow us, in many cases to negotiate preferred reimbursement rates with commercial insurance payors.

Additional Information

     We are a Delaware corporation. Our principal executive offices are located at 103 Powell Court Brentwood, Tennessee 37027 and our telephone number at that address is (615) 372-8500. Our corporate website address is www.lifepointhospitals.com. Information contained on our website or that can be accessed through our website is not incorporated by reference in this prospectus and does not constitute a part of this prospectus and you should not rely on that information.

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The Exchange Offer

The summary below describes the principal terms of the exchange offer. See also the section of this prospectus titled “The Exchange Offer,” which contains a more detailed description of the terms and conditions of the exchange offer.

General	In connection with the private placement, we entered into a registration rights agreement with the purchasers in which we agreed, among other things, to deliver this prospectus to you and to obtain the effectiveness of the registration statement on Form S-4 of which this prospectus is a part within 360 days after the date of original issuance of the outstanding notes. You are entitled to exchange in the exchange offer your outstanding notes for exchange notes, which are identical in all material respects to the outstanding notes except:
	• the exchange notes will have been registered under the Securities Act;
	• the exchange notes are not entitled to any registration rights that are applicable to the outstanding notes under the registration rights agreement; and
	• the provisions of the registration rights agreement that provide for payment of special interest upon a registration default are no longer applicable.
The Exchange Offer	We are offering to exchange up to $400,000,000 aggregate principal amount of our 6.625% Senior Notes due 2020 and the related guarantees, which have been registered under the Securities Act, for any and all of our outstanding 6.625% Senior Notes due 2020 and the related guarantees.
	Outstanding notes may be exchanged only in denominations of $2,000 and in integral multiples of $1,000 in excess thereof; provided that the untendered portion of any outstanding note must be in a minimum denomination of $2,000.
	Subject to the satisfaction or waiver of specified conditions, we will exchange the exchange notes for all outstanding notes that are validly tendered and not validly withdrawn prior to the expiration of the exchange offer. We will cause the exchange to be effected promptly after the expiration of the exchange offer.
Resale	Based on interpretations by the staff of the SEC set forth in no-action letters issued to third parties, we believe that the exchange notes issued pursuant to the exchange offer in exchange for outstanding notes may be offered for resale, resold and otherwise transferred by you (unless you are our “affiliate” within the meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that:
	• you are acquiring the exchange notes in the ordinary course of your business; and

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	• you have not engaged in, do not intend to engage in, and have no arrangement or understanding with any person to participate in, a distribution of the exchange notes.
	If you are a broker-dealer and receive exchange notes for your own account in exchange for outstanding notes that you acquired as a result of market-making activities or other trading activities, you must acknowledge that you have not entered into any arrangement or understanding with the Company or an affiliate of the Company to distribute such exchange notes and that you will deliver this prospectus in connection with any resale of the exchange notes. See “Plan of Distribution.” Any broker-dealer who holds outstanding securities acquired for its own account as a result of market-making activities or other trading activities and who receives exchange notes in exchange for such outstanding notes pursuant to the exchange offer, may be considered an underwriter; however, by so acknowledging and delivering a prospectus, such broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.
Expiration Date	The exchange offer expires at 11:59 p.m., New York City time, on , 2011, unless extended by us. We do not currently intend to extend the expiration date.
Withdrawal	You may withdraw any tender of your outstanding notes at any time prior to the expiration of the exchange offer. We will return to you any of your outstanding notes that are not accepted for any reason for exchange, without expense to you, promptly after the expiration or termination of the exchange offer.
Interest on the Exchange Notes and the Outstanding Notes	No interest will be paid on either the exchange notes or the outstanding notes at the time of the exchange. The exchange notes will accrue interest from and including the last interest payment date on which interest has been paid on the outstanding notes.
	Accordingly, the holders of outstanding notes that are accepted for exchange will not receive accrued but unpaid interest on such outstanding notes at the time of tender. Rather, that interest will be payable on the exchange notes delivered in exchange for the outstanding notes on the first interest payment date after the expiration date of the exchange offer, which will be October 1, 2011.
Conditions to the Exchange Offer	The exchange offer is subject to customary conditions, which we may assert or waive. See “The Exchange Offer—Conditions to the Exchange Offer.”
Procedures for Tendering Outstanding Notes	If you wish to participate in the exchange offer, you must complete, sign and date the accompanying letter of transmittal, or a facsimile of the letter of transmittal, according to the instructions contained in this prospectus and the letter of transmittal. You must then mail or otherwise deliver the letter of transmittal, or a facsimile of the letter of transmittal, together with the outstanding notes and any other required documents, to the exchange agent at the address set forth on the cover page of the letter of transmittal.
	If you hold outstanding notes through The Depository Trust Company (“DTC”) and wish to participate in the exchange offer, you must comply with the procedures under DTC’s Automated Tender Offer Program by which you will agree to be bound by the letter of transmittal. By signing, or agreeing to be bound by, the letter of transmittal, you will represent to us that, among other things:

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	• you do not have an arrangement or understanding with any person or entity to participate in the distribution of the exchange notes;
	• you are not our “affiliate” within the meaning of Rule 405 under the Securities Act;
	• you are not engaged in, and do not intend to engage in, a distribution of the exchange notes;
	• you are acquiring the exchange notes in the ordinary course of your business; and
	• if you are a broker-dealer that receives exchange notes for your own account in exchange for outstanding notes that were acquired as a result of market-making activities, that you have not entered into any arrangement or understanding with the Company or an affiliate of the Company to distribute such exchange notes and you will deliver a prospectus, as required by law, in connection with any resale of such exchange notes.
	Any broker-dealer who holds outstanding securities acquired for its own account as a result of market-making activities or other trading activities and who receives exchange notes in exchange for such outstanding notes pursuant to the exchange offer, may be considered an underwriter; however, by so acknowledging and delivering a prospectus, such broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.
Special Procedures for Beneficial Owners	If you are a beneficial owner of outstanding notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, and you wish to tender those outstanding notes in the exchange offer, you should contact the registered holder promptly and instruct the registered holder to tender those outstanding notes on your behalf. If you wish to tender on your own behalf, you must, prior to completing and executing the letter of transmittal and delivering your outstanding notes, either make appropriate arrangements to register ownership of the outstanding notes in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time and may not be able to be completed prior to the expiration date.
Guaranteed Delivery Procedures	If you wish to tender your outstanding notes and your outstanding notes are not immediately available or you cannot deliver your outstanding notes, the letter of transmittal or any other required documents, or you cannot comply with the procedures under DTC’s Automated Tender Offer Program for transfer of book-entry interests, prior to the expiration date, you must tender your outstanding notes according to the guaranteed delivery procedures described under “The Exchange Offer—Guaranteed Delivery Procedures.”
Effect on Holders of Outstanding Notes	As a result of the making of, and upon acceptance for exchange of all validly tendered outstanding notes pursuant to the terms of, the exchange offer, we will have fulfilled a covenant under the registration rights agreement. Accordingly, there will be no increase in the interest rate on the outstanding notes under the circumstances described in the registration rights agreement. If you do not tender your outstanding notes in the exchange offer, you will continue to be entitled to all the rights and limitations applicable to the outstanding notes as set forth in the indenture under which the outstanding notes were issued, except we will not have any further obligation to you to provide for the exchange and registration of the outstanding notes and related guarantees under the registration rights agreement. To the extent that outstanding notes are tendered and accepted in the exchange offer, the trading market for outstanding notes could be adversely affected.

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Consequences of Failure to Exchange	All untendered outstanding notes will continue to be subject to the restrictions on transfer set forth in the outstanding notes and in the indenture under which the outstanding notes were issued. In general, the outstanding notes may not be offered or sold, unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Other than in connection with the exchange offer, we do not anticipate that we will register the outstanding notes under the Securities Act.
U.S. Federal Income Tax Consequences of the Exchange Offer	The exchange of outstanding notes for exchange notes in the exchange offer will not be a taxable event for United States federal income tax purposes. See “Certain Material U.S. Federal Income Tax Considerations—The Exchange Offer.”
Use of Proceeds	We will not receive any cash proceeds from the issuance of exchange notes in the exchange offer. See “Use of Proceeds.”
Exchange Agent	The Bank of New York Mellon Trust Company, N.A. is the exchange agent for the exchange offer. The addresses and telephone numbers of the exchange agent are set forth under “The Exchange Offer—Exchange Agent.”

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The Exchange Notes

     The summary below describes the principal terms of the notes. Some of the terms and conditions described below are subject to important limitations and exceptions. You should carefully read the “Description of Notes” section of this prospectus for a more detailed description of the notes.

Issuer	LifePoint Hospitals, Inc.
Securities Offered	$400,000,000 aggregate principal amount of senior notes due 2020.
Maturity Date	October 1, 2020.
Interest	Interest on the notes will accrue at the rate of 6.625% per annum, payable semi-annually in arrears.
Interest Payment Dates	We will pay interest on the notes semi-annually on April 1 and October 1 of each year, commencing October 1, 2011.
Ranking	The notes will be our senior unsecured obligations. Accordingly, they will rank:
	• equal in right of payment to our existing and future senior indebtedness;
	• senior in right of payment to our existing and future subordinated indebtedness;
	• effectively subordinated in right of payment to our secured debt to the extent of the value of the assets securing such debt; and
	• structurally subordinated in right of payment to all existing and future indebtedness and other liabilities of any of our existing or future non-guarantor subsidiaries.
Guarantees	The notes will be jointly and severally guaranteed on an unsecured senior basis by certain of our current and future domestic subsidiaries. Each subsidiary guarantee will rank:
	• equal in right of payment to the guarantor’s existing and future senior indebtedness;
	• senior in right of payment to the guarantors’ existing and future subordinated indebtedness; and
	• effectively subordinated in right of payment to the secured debt of the guarantors to the extent of the value of the assets securing such debt.
	Our non-guarantor subsidiaries accounted for $80.3 million, or 9.0%, of our total revenues for the three months ended March 31, 2011 and $358.8 million, or 8.4%, of our assets (excluding intercompany receivables) and $45.0 million, or 2.0%, of our liabilities (excluding intercompany liabilities) as of March 31, 2011.
Optional Redemption	We may redeem the notes, in whole or in part, at any time prior to October 1, 2015 at a price equal to 100% of the principal amount of the notes redeemed plus an applicable “makewhole” premium (as described in “Description of Notes—Optional Redemption”), plus accrued and

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	unpaid interest, if any, to the date of redemption. We may redeem the notes, in whole or in part, at any time on or after October 1, 2015, at the redemption prices listed under “Description of Notes—Optional Redemption” plus accrued and unpaid interest, if any, to the date of redemption.
	At any time before October 1, 2013, we may redeem up to 35% of the aggregate principal amount of the notes issued under the indenture with the net cash proceeds of one or more qualified equity offerings at a redemption price equal to 106.625% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest; provided that:
	• at least 65% of the aggregate principal amount of the notes remains outstanding immediately after the occurrence of such redemption; and
	• such redemption occurs within 180 days of the date of the closing of any such qualified equity offering.
	See “Description of Notes—Optional Redemption.”
Change of Control	If we experience a change of control under certain circumstances, we must offer to repurchase all of the notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the repurchase date. See “Description of Notes—Repurchase at the Option of Holders—Change of control.”
Covenants	The indenture will contain covenants that, among other things, will limit our ability and the ability of certain of our subsidiaries to:
	• incur additional indebtedness;
	• pay dividends or repurchase or redeem capital stock;
	• make certain investments;
	• create liens;
	• enter into certain types of transactions with our affiliates; and
	• sell assets or consolidate or merge with or into other companies.
	These and other covenants that will be contained in the indenture are subject to important exceptions and qualifications, which are described under “Description of Notes.”
	If, on any date following the issuance date, certain conditions are met, including that during such time the notes maintain an investment grade rating, the application to the notes of certain covenants described above will be suspended during such period that the notes maintain an investment grade rating. The covenants above are also subject to a number of other important limitations and exceptions. See “Description of Notes—Certain Covenants.”
Risk Factors	See “Risk Factors” beginning on page 13 of this prospectus for important information regarding us and an investment in the notes.
No Prior Market	The exchange notes will be freely transferable but will be new securities for which there will not initially be a market. Accordingly,

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we cannot assure you whether a market for the exchange notes will develop or as to the liquidity of any such market that may develop. The initial purchasers in the private offering of the outstanding notes have informed us that they currently intend to make a market in the exchange notes; however, they are not obligated to do so, and they may discontinue any such market-making activities at any time without notice.

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Summary Consolidated Historical Financial Data

     The following summary consolidated historical financial data is derived from our audited consolidated financial statements for the fiscal years ended December 31, 2010, 2009, 2008, 2007 and 2006 and from our unaudited consolidated financial statements for the three months ended March 31, 2011 and 2010. The unaudited consolidated financial statements have been prepared on the same basis as our audited consolidated financial statements and, in our opinion, include all adjustments, consisting of normal recurring adjustments, that we consider necessary for a fair presentation of our results of operations for such periods. Operating results for any historical period are not necessarily indicative of the results that may be expected for any future period.

     This information is only a summary and should be read in conjunction with the more detailed information contained in our Consolidated Financial Statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2010 and our Quarterly Report on Form 10-Q for the period ended March 31, 2011, which are incorporated by reference into this prospectus.

																Three Months Ended
	Year Ended December 31,															March 31,
(Dollars in millions)	2010			2009			2008			2007			2006			2011			2010
																(Unaudited)
Revenues	$	3,262.4		$	2,962.7		$	2,700.8		$	2,568.4		$	2,336.5		$	888.6		$	786.2
Salaries and benefits		1,270.3			1,170.9			1,065.4			1,006.1			918.0			334.4			303.3
Supplies		443.0			409.1			372.6			352.2			326.1			118.7			108.4
Other operating expenses		605.2			538.0			499.8			464.0			397.4			161.6			140.4
Provision for doubtful accounts		443.8			375.4			313.2			307.0			250.0			130.1			102.1
Depreciation and amortization		148.5			143.0			132.1			129.4			105.4			39.7			36.1
Interest expense, net		108.1			103.2			107.7			107.4			105.5			29.2			25.1
Debt extinguishment costs		2.4			—			—			—			—			—			—
Impairment charges		—			1.1			1.2			—			—			—			—
		3,021.3			2,740.7			2,492.0			2,366.1			2,102.4			813.7			715.4
Income from continuing operations before income taxes		241.1			222.0			208.8			202.3			234.1			74.9			70.8
Provision for income taxes		82.4			80.3			79.9			80.5			91.2			28.4			26.6
Income from continuing operations		158.7			141.7			128.9			121.8			142.9			46.5			44.2
Less: Net income attributable to noncontrolling interests		(3.1	)		(2.5	)		(2.2	)		(1.7	)		(1.4	)		(0.7	)		(0.9	)
Income from continuing operations attributable to LifePoint Hospitals, Inc.	$	155.6		$	139.2		$	126.7		$	120.1		$	141.5		$	45.8		$	43.3

											Three Months Ended
	Year Ended December 31,										March 31,
(Dollars in millions)	2010		2009		2008		2007		2006		2011		2010
Balance Sheet Data (as of end of period):
Cash & cash equivalents	$	207.4	$	187.2	$	75.7	$	53.1	$	12.2	$	276.2	$	219.4
Working capital	$	498.8	$	485.9	$	376.2	$	373.6	$	377.7	$	569.6	$	539.8
Property & equipment, net	$	1,668.6	$	1,499.4	$	1,416.0	$	1,383.0	$	1,305.4	$	1,683.5	$	1,502.4
Total assets	$	4,162.9	$	3,873.3	$	3,680.3	$	3,635.9	$	3,638.3	$	4,258.1	$	3,939.6
Total debt, excluding unamortized discount of convertible debt instruments	$	1,651.7	$	1,502.2	$	1,516.7	$	1,517.1	$	1,668.5	$	1,651.3	$	1,501.9
Total LifePoint Hospitals, Inc stockholders’ equity	$	1,887.5	$	1,827.7	$	1,652.0	$	1,629.1	$	1,471.5	$	1,957.1	$	1,879.0

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																Three Months Ended
	Year Ended December 31,															March 31,
(Dollars in millions)	2010			2009			2008			2007			2006			2011			2010
Additional Financial Data:
Purchases of property and equipment	$	168.7		$	166.6		$	157.6		$	158.4		$	194.0		$	55.9		$	34.0
Net cash provided by operating activities—continuing operations	$	375.7		$	350.3		$	346.6		$	241.4		$	257.8		$	115.8		$	83.5
Net cash used in investing activities—continuing operations	$	(353.6	)	$	(244.1	)	$	(185.3	)	$	(158.3	)	$	(475.8	)	$	(58.5	)	$	(50.9	)
Net cash (used in) provided by financing activities—continuing operations	$	(0.3	)	$	(13.9	)	$	(119.3	)	$	(165.6	)	$	(148.5	)	$	11.3		$	(0.2	)

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RISK FACTORS

     Before deciding to tender your notes in the exchange offer, you should carefully consider the risks described below, together with all of the other information included or incorporated by reference in this prospectus. Any of the risks described herein could have a material adverse effect on our results of operation and financial condition. In such case, you may lose all or part of your investment in the notes.

Risks relating to our business

We cannot predict the effect that healthcare reform and other changes in government programs may have on our business, financial condition or results of operations.

     The Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010 (collectively, the “Affordable Care Act”) dramatically alters the United States healthcare system and is intended to decrease the number of uninsured Americans and reduce overall healthcare costs. The Affordable Care Act attempts to achieve these goals by, among other things, requiring most Americans to obtain health insurance, expanding Medicare and Medicaid eligibility, reducing Medicare and Medicaid payments, including disproportionate share hospital (“DSH”) payments to providers, expanding the Medicare program’s use of value-based purchasing programs, tying hospital payments to the satisfaction of certain quality criteria, and bundling payments to hospitals and other providers. The Affordable Care Act also contains a number of measures that are intended to reduce fraud and abuse in the Medicare and Medicaid programs, such as requiring the use of recovery audit contractors (“RACs”) in the Medicaid program, expanding the scope of the federal False Claims Act and generally prohibiting physician-owned hospitals from adding new physician owners or increasing the number of beds and operating rooms for which they are licensed. Because a majority of the measures contained in the Affordable Care Act do not take effect until 2013, it is difficult to predict the impact the Affordable Care Act will have on our facilities. In addition, there have been a number of challenges to the Affordable Care Act, and some courts have ruled that the requirement for individuals to carry health insurance or the Affordable Health Care Act in its entirety is unconstitutional. Several bills have been and will likely continue to be introduced in Congress to repeal or amend all or significant provisions of the Affordable Care Act. It is difficult to predict the full impact of the Affordable Care Act due to its complexity, lack of implementing regulations and interpretive guidance, gradual and potentially delayed implementation, pending court challenges, and possible repeal and/or amendment, as well as our inability to foresee how individuals and businesses will respond to the choices afforded them by the Affordable Care Act. Depending on further legislative developments, how the pending court challenges are resolved, and how the Affordable Care Act is ultimately interpreted and implemented, it could have an adverse effect on our business, financial condition and results of operations.

Our revenues will decline if federal or state programs reduce our Medicare or Medicaid payments or if managed care companies reduce reimbursement amounts. In addition, the financial condition of payors and healthcare cost containment initiatives may limit our revenues and profitability.

     For the first quarter of 2011, we derived 42.9% of our revenues from the Medicare and Medicaid programs, collectively. The Medicare and Medicaid programs are subject to statutory and regulatory changes, administrative rulings, interpretations and determinations concerning patient eligibility requirements, funding levels and the method of calculating payments or reimbursements, among other things; requirements for utilization review; and federal and state funding restrictions, all of which could materially increase or decrease payments from these government programs in the future, as well as affect the timing of payments to our facilities.

     We are unable to predict the effect of future government healthcare funding policy changes on our operations. If the rates paid by governmental payors are reduced, if the scope of services covered by governmental payors is limited or if we, or one or more of our subsidiaries’ hospitals, are excluded from participation in the Medicare or Medicaid program or any other government healthcare program, there could be a material adverse effect on our business, financial condition, results of operations or cash flows.

     During the past several years, healthcare payors, such as federal and state governments, insurance companies and employers, have undertaken initiatives to revise payment methodologies and monitor healthcare costs. As part of their efforts to contain healthcare costs, payors increasingly are demanding discounted fee structures or the assumption by healthcare providers of all or a portion of the financial risk relating to paying for care provided, often

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in exchange for exclusive or preferred participation in their benefit plans. We expect efforts to impose greater discounts and more stringent cost controls by government and other payors to continue, thereby reducing the payments we receive for our services. In addition, these payors have instituted policies and procedures to substantially reduce or limit the use of inpatient services. For example, CMS has transitioned to full implementation of the MS-DRG system, which represents a refinement to the existing diagnosis-related group system. Future realignments in the MS-DRG system could impact the margins we receive for certain services. Furthermore, the Affordable Care Act provides for material reductions in the growth of Medicare program spending, including reductions in Medicare market basket updates, and Medicare DSH funding. Medicare payments in federal fiscal year 2011 for inpatient hospital services are expected to be slightly lower than payments for the same services in federal fiscal year 2010 because of reductions resulting from the Affordable Care Act and the MS-DRG implementation.

     All of our hospitals are certified as providers of Medicaid services. Medicaid programs are jointly funded by federal and state governments and are administered by states under an approved plan that provides hospital and other healthcare benefits to qualifying individuals who are unable to afford care. A number of states, however, are experiencing budget problems and have adopted or are considering legislation designed to reduce their Medicaid expenditures, including enrolling Medicaid recipients in managed care programs and imposing additional taxes on hospitals to help finance or expand states’ Medicaid systems. The American Recovery and Reinvestment Act of 2009 (the “ARRA”) and the Education, Jobs, and Medicaid Assistance Act (the “Assistance Act”) include increased federal funding for Medicaid through June 30, 2011. However, we are unable to predict at this time how this will impact states’ ability to provide Medicaid coverage in the future, particularly in light of the expanded Medicaid eligibility requirements that become effective in 2014 as part of the Affordable Care Act. It is possible that, despite Congress’s actions, budgetary pressures will force states to resort to some of the cost saving measures mentioned above. These efforts could have a material adverse effect on our business, financial condition, results of operations or cash flows.

     For example, one of our hospitals, Memorial Medical Center of Las Cruces, New Mexico (“MMC”), received approximately $38.5 million during 2010 under the New Mexico Sole Community Provider Program (the “SCPP”). While the funds made available to MMC (and other New Mexico hospitals that participate in the SCPP) are not tied directly to the cost of actual services provided, MMC is required to provide an annual report of its costs to Dona Ana County (the county primarily served by MMC). Once desired funding levels were established by Dona Ana County for 2009, the county submitted funds to the New Mexico Human Services Department (the “NMHSD”), which in turn were combined with funds sent by other New Mexico counties and then used by the NMHSD to request matching funds from the federal government. Once the federal matching dollars were made available to the state, the resulting sole community provider payment was made under the SCPP directly to MMC (and other hospitals participating in the SCPP) by the NMHSD. The payments made by the NMHSD to hospitals pursuant to the SCPP are based on formulas established with respect to each participating hospital. The SCPP was created in 1993 and has resulted in significant payments to MMC in prior years. Like many other states, there is a general concern in New Mexico that the SCPP cannot be sustained at current funding levels as a result of budget concerns and other factors. It seems likely, as a result, that the SCPP will soon be reconstituted. We are not able to predict what changes may be made to the SCPP, but any change in the SCPP is likely to reduce payments made to MMC.

We are subject to increasingly stringent governmental regulation, and may be subjected to allegations that we have failed to comply with governmental regulations which could result in sanctions and even greater scrutiny that reduce our revenues and profitability.

     All participants in the healthcare industry are required to comply with many laws and regulations at the federal, state and local government levels. These laws and regulations require that hospitals meet various requirements, including those relating to hospitals’ relationships with physicians and other referral sources, the adequacy and quality of medical care, equipment, personnel, operating policies and procedures, billing and cost reports, payment for services and supplies, maintenance of adequate records, privacy, compliance with building codes and environmental protection, among other matters. Many of the laws and regulations applicable to healthcare are complex, and, in public statements, governmental authorities have taken positions on issues for which little official interpretation was previously available. Some of these positions appear to be inconsistent with common practices within the industry but have not previously been challenged. In addition, the monitoring of compliance with and the enforcing of penalties for violations of these laws and regulations is changing and increasing. For example, in 2010, CMS issued a “self-referral disclosure protocol” for hospitals and other providers that wish to self-disclose potential

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violations of the provision of the Social Security Act commonly known as the “Stark law” and attempt to resolve those potential violations and any related overpayment liabilities at levels below the maximum penalties and amounts set forth in the statute. In light of the provisions of the Affordable Care Act that created potential False Claims Act liabilities for failing to report and repay known overpayments and return an overpayment within sixty (60) days of the identification of the overpayment or the date by which a corresponding cost report is due, whichever is later, hospitals and other healthcare providers are encouraged to disclose potential violations of the Stark law to CMS. It is likely that self-disclosure of Stark violations will continue in the future. Moreover, some government investigations that have in the past been conducted under the civil provisions of federal law are now being conducted as criminal investigations under the Medicare fraud and abuse laws.

     The healthcare industry has seen a number of ongoing investigations related to patient referrals, physician recruiting practices, cost reporting and billing practices, laboratory and home healthcare services, physician ownership of hospitals and other healthcare providers, and joint ventures involving hospitals and physicians. Federal and state government agencies have announced heightened and coordinated civil and criminal enforcement efforts. In addition, the Office of Inspector General of the Department of Health and Human Services (the “OIG”) (which is responsible for investigating fraud and abuse activities in government programs) and the U.S. Department of Justice periodically establish targeted enforcement initiatives that focus on specific billing practices or other areas that are highly susceptible to fraud and abuse. The OIG reported savings and expected recoveries for federal healthcare programs of more than $25.9 billion for federal fiscal year 2010 as a result of its enforcement activities.

     Hospitals continue to be one of the primary focal areas of the OIG and other governmental fraud and abuse programs. In January 2005, the OIG issued Supplemental Compliance Program Guidance for Hospitals that focuses on hospital compliance risk areas. Some of the risk areas highlighted by the OIG include correct outpatient procedure coding, revising admission and discharge policies to reflect current CMS rules, submitting appropriate claims for supplemental payments such as pass-through costs and outlier payments and a general discussion of the fraud and abuse risks related to financial relationships with referral sources. Each federal fiscal year, the OIG also publishes a General Work Plan that provides a brief description of the activities that the OIG plans to initiate or continue with respect to the programs and operations of the Department of Health and Human Services (“HHS”) and details the areas that the OIG believes are prone to fraud and abuse. In addition, the claims review strategies used by the RACs generally include a review of high dollar claims, including inpatient hospital claims. As a result, a large majority of the total amounts recovered by RACs has come from hospitals. The Affordable Care Act expands the RAC program’s scope to include managed Medicare and to include Medicaid claims by requiring all states to establish programs to contract with RACs in 2011. In addition, CMS employs Medicaid Integrity Contractors (“MICs”) to perform post-payment audits of Medicaid claims and identify overpayments. The Affordable Care Act increases federal funding for the MIC program for federal fiscal year 2011 and later years. In addition to RACs and MICs, the state Medicaid agencies and other contractors have also increased their review activities.

     The laws and regulations with which we must comply are complex and subject to change. In the future, different interpretations or enforcement of these laws and regulations could subject our practices to allegations of impropriety or illegality or could require us to make changes in our facilities, equipment, personnel, services, capital expenditure programs and operating expenses. If we fail to comply with applicable laws and regulations, we could suffer civil or criminal penalties, including the loss of our licenses to operate our hospitals and our ability to participate in the Medicare, Medicaid and other federal and state healthcare programs.

     Finally, we are subject to various federal, state and local statutes and ordinances regulating the discharge of materials into the environment. Our healthcare operations generate medical waste, such as pharmaceuticals, biological materials and disposable medical instruments that must be disposed of in compliance with federal, state and local environmental laws, rules and regulations. Our operations are also subject to various other environmental laws, rules and regulations. Environmental regulations also may apply when we renovate or refurbish hospitals, particularly older facilities.

We may continue to see the growth of uninsured and “patient due” accounts, and deterioration in the collectability of these accounts could adversely affect our collections of accounts receivable, results of operations and cash flows.

     The primary collection risks associated with our accounts receivable relate to the uninsured patient accounts and patient accounts for which the primary insurance carrier has paid the amounts covered by the applicable agreement,

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but patient responsibility amounts (deductibles and co-payments) remain outstanding. The provision for doubtful accounts relates primarily to amounts due directly from patients. This risk has increased, and will likely continue to increase, as more individuals enroll in high deductible insurance plans or those with high co-payments or who have no insurance coverage. These trends will likely be exacerbated if general economic conditions remain challenging or if unemployment levels in the communities in which we operate rise. As unemployment rates increase, our business strategies to generate organic growth and to improve admissions and adjusted admissions at our hospitals could become more difficult to accomplish.

     The amount of our provision for doubtful accounts is based on our assessments of historical collection trends, business and economic conditions, trends in federal and state governmental and private employer health coverage and other collection indicators. A continuation in trends that results in increasing the proportion of accounts receivable being comprised of uninsured accounts and deterioration in the collectability of these accounts could adversely affect our collections of accounts receivable, results of operations and cash flows. As enacted, the Affordable Care Act seeks to decrease, over time, the number of uninsured individuals. Among other things, the Affordable Care Act will, beginning in 2014, expand Medicaid and incentivize employers to offer, and require individuals to carry, health insurance or be subject to penalties. However, it is difficult to predict the full impact of the Affordable Care Act due to its complexity, lack of implementing regulations and interpretive guidance, gradual and potentially delayed implementation, pending court challenges, and possible repeal and/or amendment, as well as our inability to foresee how individuals and businesses will respond to the choices afforded them by the Affordable Care Act. In addition, even after implementation of the Affordable Care Act, we may continue to experience bad debts and be required to provide uninsured discounts and charity care for undocumented aliens who are not permitted to enroll in a health insurance exchange or government healthcare programs.

Controls designed to reduce inpatient services may reduce our revenues.

     Controls imposed by Medicare, Medicaid, and commercial third-party payors designed to reduce admissions and lengths of stay, commonly referred to as “utilization review,” have affected and are expected to continue to affect our facilities. Federal law contains numerous provisions designed to ensure that services rendered by hospitals to Medicare and Medicaid patients meet professionally recognized standards and are medically necessary and that claims for reimbursement are properly filed. These provisions include a requirement that a sampling of admissions of Medicare and Medicaid patients must be reviewed by quality improvement organizations, which review the appropriateness of Medicare and Medicaid patient admissions and discharges, the quality of care provided, the validity of MS-DRG classifications and the appropriateness of cases of extraordinary length of stay or cost on a post-discharge basis. Quality improvement organizations may deny payment for services or assess fines and also have the authority to recommend to the HHS that a provider which is in substantial noncompliance with the standards of the quality improvement organization be excluded from participation in the Medicare program. The Affordable Care Act potentially expands the use of prepayment review by Medicare contractors by eliminating statutory restrictions on their use, and, as a result, efforts to impose more stringent cost controls are expected to continue. Utilization review is also a requirement of most non-governmental managed care organizations and other third-party payors. Inpatient utilization, average lengths of stay and occupancy rates continue to be negatively affected by payor-required preadmission authorization and utilization review and by third party payor pressure to maximize outpatient and alternative healthcare delivery services for less acutely ill patients. Although we are unable to predict the effect these controls and changes will have on our operations, significant limits on the scope of services reimbursed and on reimbursement rates and fees could have a material, adverse effect on our business, financial position and results of operations.

The industry trend towards value-based purchasing may negatively impact our revenues.

     There is a trend in the healthcare industry toward value-based purchasing of healthcare services. These value-based purchasing programs include both public reporting of quality data and preventable adverse events tied to the quality and efficiency of care provided by facilities. Governmental programs including Medicare and Medicaid currently require hospitals to report certain quality data to receive full reimbursement updates. In addition, Medicare does not reimburse for care related to certain preventable adverse events. Many large commercial payors currently require hospitals to report quality data, and several commercial payors do not reimburse hospitals for certain preventable adverse events.

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     The Affordable Care Act contains a number of provisions intended to promote value-based purchasing. Effective July 1, 2011, the Affordable Care Act will prohibit the use of federal funds under the Medicaid program to reimburse providers for medical assistance provided to treat hospital acquired conditions (“HACs”). A HAC is a condition that is acquired by a patient while admitted as an inpatient at a hospital, such as a surgical site infection. Beginning in federal fiscal year 2015, hospitals that fall into the top 25% of national risk-adjusted HAC rates for all hospitals in the previous year will receive a 1% reduction in their total Medicare payments. Hospitals with excessive readmissions for conditions designated by HHS will receive reduced payments for all inpatient discharges, not just discharges relating to the conditions subject to the excessive readmission standard.

     The Affordable Care Act also requires HHS to implement a value-based purchasing program for inpatient hospital services. The Affordable Care Act requires HHS to reduce inpatient hospital payments for all discharges by a percentage beginning at 1% in federal fiscal year 2013 and increasing by 0.25% each fiscal year up to 2% in federal fiscal year 2017 and subsequent years. HHS will pool the amount collected from these reductions to fund payments to reward hospitals that meet or exceed certain quality performance standards established by HHS. HHS will determine the amount each hospital that meets or exceeds the quality performance standards will receive from the pool of dollars created by these payment reductions.

     We expect value-based purchasing programs, including programs that condition reimbursement on patient outcome measures, to become more common and to involve a higher percentage of reimbursement amounts. We are unable at this time to predict how this trend will affect our results of operations, but it could negatively impact our revenues.

The lingering effects of the economic recession could materially adversely affect our financial position, results of operations or cash flows.

     The United States economy recently emerged from an economic recession and unemployment levels remain high. While certain healthcare spending is considered non-discretionary and may not be significantly impacted by economic downturns, other types of healthcare spending may be adversely impacted by such conditions. When patients are experiencing personal financial difficulties or have concerns about general economic conditions, they may choose:

• to defer or forego elective surgeries and other non-emergent procedures, which are generally more profitable lines of business for hospitals; or

• a high-deductible insurance plan or no insurance at all, which increases a hospital’s dependence on self-pay revenue. Moreover, a greater number of uninsured patients may seek care in our emergency rooms.

     We are unable to determine the specific impact of these economic conditions on our business at this time, but we believe that the lingering effects of the economic recession could have an adverse impact on our operations and could impact not only the healthcare decisions of our patients, but also the solvency of managed care providers and other counterparties to transactions with us.

The failure of certain employers, or the closure of certain manufacturing and other facilities in our markets, can have a disproportionate impact on our hospitals.

     The economies in the non-urban communities in which our hospitals operate are often dependant on a small number of large employers, especially manufacturing or other facilities. These employers often provide income and health insurance for a disproportionately large number of community residents who may depend on our hospitals for care. The failure of one or more large employers, or the closure or substantial reduction in the number of individuals employed at manufacturing or other facilities located in or near many of the non-urban communities in which our hospitals operate, could cause affected employees to move elsewhere for employment or lose insurance coverage that was otherwise available to them. The occurrence of these events may cause a material reduction in our revenues and results of operations or impede our business strategies intended to generate organic growth and improve operating results at our hospitals.

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If we do not effectively attract, recruit and retain qualified physicians, our ability to deliver healthcare services efficiently will be adversely affected.

     As a general matter, only physicians on our medical staffs may direct hospital admissions and the services ordered once a patient is admitted to a hospital. As a result, the success of our hospitals depends in part on the number and quality of the physicians on the medical staffs of our hospitals, the admitting practices of those physicians and maintaining good relations with those physicians.

     The success of our efforts to recruit and retain quality physicians depends on several factors, including the actual and perceived quality of services provided by our hospitals, our ability to meet demands for new technology and our ability to identify and communicate with physicians who want to practice in non-urban communities. In particular, we face intense competition in the recruitment and retention of specialists because of the difficulty in convincing these individuals of the benefits of practicing or remaining in practice in non-urban communities. If the non-urban communities in which our hospitals operate are not seen as attractive, then we could experience difficulty attracting and retaining physicians to practice in our communities. We may not be able to recruit all of the physicians we target. In addition, we may incur increased malpractice expense if the quality of physicians we recruit does not meet our expectations.

     Additionally, our ability to recruit physicians is closely regulated. For example, the types, amount and duration of assistance we can provide to recruited physicians are limited by the Stark law, the anti-kickback provisions of the Social Security Act (the “Anti-kickback Statute”), state anti-kickback statutes, and related regulations. For example, the Stark law requires, among other things, that recruitment assistance can only be provided to physicians who meet certain geographic and practice requirements, that the amount of assistance cannot be changed during the term of the recruitment agreement, and that the recruitment payments cannot generally benefit physicians currently in practice in the community beyond recruitment costs actually incurred by them. In addition to these legal requirements, there is competition from other communities and facilities for these physicians, and this competition continues after the physician is practicing in one of our communities.

The profitability of our employed physicians will be affected by changes in the Medicare and Medicaid payment rates.

     In recent years, physician payment amounts have been determined on a year by year basis. If the sustainable growth rate provision of the Social Security Act is applied to the physician fee schedule in January 2012 as required by current legislation, Medicare payments will decrease by approximately 29.5%. We believe that physician employment by acute care hospitals has become more common as a result of actual and potential reductions in payment amounts for physician services. Our experience in employing physicians is consistent with industry trends. Employed physicians could present more direct risks to us than those presented by independent members of our hospitals’ medical staffs. The combination of increased salary cuts and potential liabilities are significant and if this trend continues, could have an adverse effect on our results of operations.

Our hospitals face competition for staffing, which may increase labor costs and reduce profitability.

     In addition to our physicians, the operations of our hospitals are dependent on the efforts, abilities and experience of our management and medical support personnel, such as nurses, pharmacists and lab technicians. We compete with other healthcare providers in recruiting and retaining qualified management and staff personnel responsible for the day-to-day operations of each of our hospitals, including nurses and other non-physician healthcare professionals. In some markets, the scarce availability of nurses and other medical support personnel presents a significant operating issue. This shortage may require us to enhance wages and benefits to recruit and retain nurses and other medical support personnel, recruit personnel from foreign countries, and hire more expensive temporary or contract personnel. In addition, the states in which we operate could adopt mandatory nurse-staffing ratios or could reduce mandatory nurse staffing ratios already in place. State-mandated nurse-staffing ratios could significantly affect labor costs and have an adverse impact on revenues if we are required to limit admissions in order to meet the required ratios. If our labor costs increase, we may not be able to raise rates to offset these increased costs. We also depend on the available labor pool of semi-skilled and unskilled employees in each of the markets in which we operate. Because a significant percentage of our revenue consists of fixed, prospective payments, our ability to pass along increased labor costs is constrained. Our failure to recruit and retain qualified

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management, nurses and other medical support personnel, or to control our labor costs could have a material adverse effect on our financial condition or results of operations.

The loss of certain physicians can have a disproportionate impact on certain of our hospitals.

     Generally, the top ten attending physicians within each of our facilities represent a large share of our inpatient revenues and admissions. The loss of one or more of these physicians — even if temporary — could cause a material reduction in our revenues, which could take significant time to replace given the difficulty and cost associated with recruiting and retaining physicians.

We may be subjected to actions brought by the government under anti-fraud and abuse provisions or by individuals on the government’s behalf under the False Claims Act’s “qui tam” or “whistleblower” provisions.

     We are subject to the Anti-kickback Statute, which prohibits healthcare service providers from paying or receiving remuneration to induce or arrange for the referral of patients or purchase of items or services covered by a federal or state healthcare program. We are also subject to the Stark law, which prohibits a physician from referring Medicare and Medicaid patients to selected types of healthcare entities in which they or any of their immediate family members have ownership or a compensation relationship unless an exception applies. If regulatory authorities determine that any of our hospitals’ arrangements violate the Anti-kickback Statute or Stark law, we could be subject to a number of significant liabilities such as criminal penalties (for violations of the Anti-kickback Statute), civil monetary penalties, and/or exclusion from participation in Medicare, Medicaid or other federal healthcare programs, any of which could impair our ability to operate one or more of our hospitals profitably.

     The federal False Claims Act prohibits providers from, among other things, knowingly submitting false claims for payment to the federal government. The “qui tam” or “whistleblower” provisions of the False Claims Act allow private individuals to bring actions under the False Claims Act on behalf of the government. These private parties are entitled to share in any amounts recovered by the government, and, as a result, the number of “whistleblower” lawsuits that have been filed against providers has increased significantly in recent years. Defendants found to be liable under the federal False Claims Act may be required to pay three times the actual damages sustained by the government, plus mandatory civil penalties ranging between $5,500 and $11,000 for each separate false claim.

     There are many potential bases for liability under the False Claims Act. The government has used the False Claims Act to prosecute Medicare and other government healthcare program fraud such as coding errors, billing for services not provided, submitting false cost reports, and providing care that is not medically necessary or that is substandard in quality. The Affordable Care Act also provides that claims submitted in connection with patient referrals that result from violations of the Anti-kickback Statute constitute false claims for the purposes of the federal False Claims Act, and some courts have held that a violation of the Stark law can result in False Claims Act liability, as well. In addition, a number of states have adopted their own false claims and whistleblower provisions whereby a private party may file a civil lawsuit in state court. We are required to provide information to our employees and certain contractors about state and federal false claims laws and whistleblower provisions and protections.

     Although we intend and will endeavor to conduct our business in compliance with all applicable federal and state fraud and abuse laws, many of these laws are broadly worded and may be interpreted or applied in ways that cannot be predicted. Therefore, we cannot assure you that our arrangements or business practices will not be subject to government scrutiny or be found to be in compliance with applicable fraud and abuse laws.

If our access to licensed information systems is interrupted or restricted, or if we are not able to integrate changes to our existing information systems or information systems of acquired hospitals, our operations could suffer.

     Our business depends significantly on effective information systems to process clinical and financial information. Information systems require an ongoing commitment of significant resources to maintain and enhance existing systems and develop new systems in order to keep pace with continuing changes in information processing technology. We rely heavily on HCA-Information Technology and Services, Inc., (“HCA-IT”), for information systems. HCA-IT provides us with financial, clinical, patient accounting and network information services. HCA’s

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primary business is to own and operate hospitals, not to provide information systems. We do not control HCA-IT’s systems. If these systems fail or are interrupted, if our access to these systems is limited in the future or if HCA-IT develops systems more appropriate for the urban healthcare market and not suited for our hospitals, our operations could suffer. Our existing contract with HCA-IT, expires on December 31, 2017 (including a wind-down period) unless extended by the parties.

     System conversions are costly, time consuming and disruptive for physicians and employees. Some of our hospitals have recently converted or are currently converting from the system provided by HCA-IT to another third party information system. Implementation of such conversions are very costly and, if such conversions occurred on a large scale, could have a material adverse effect on our business, financial condition, results of operations or cash flows.

     In addition, as new information systems are developed in the future, we will need to integrate them into our existing systems. Evolving industry and regulatory standards, such as the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and meaningful use regulations, may require changes to our information systems in the future. We may not be able to integrate new systems or changes required to our existing systems or systems of acquired hospitals in the future effectively or on a cost-efficient basis.

If we fail to effectively and timely implement electronic health record systems, our operations could be adversely affected.

     As required by ARRA, the Secretary of HHS is in the process of developing and implementing an incentive payment program for eligible hospitals and healthcare professionals that adopt and meaningfully use electronic health record (“EHR”) technology. HHS intends to use the Provider Enrollment, Chain and Ownership System (“PECOS”) to verify Medicare enrollment prior to making EHR incentive program payments. If our hospitals and employed professionals are unable to meet the requirements for participation in the incentive payment program, including having an enrollment record in PECOS, we will not be eligible to receive incentive payments that could offset some of the costs of implementing EHR systems. Further, beginning in federal fiscal year 2015, eligible hospitals and professionals that fail to demonstrate meaningful use of certified EHR technology will be subject to reduced payments from Medicare. System conversions to comply with EHR could be time consuming and disruptive for physicians and employees. Failure to implement EHR systems effectively and in a timely manner could have a material adverse effect on our financial position and results of operations.

We may have difficulty acquiring hospitals on favorable terms.

     One element of our business strategy is expansion through the acquisition of acute care hospitals in non-urban markets. We face significant competition to acquire other attractive non-urban hospitals, and we may not find suitable acquisitions on favorable terms. Our primary competitors for acquisitions have included for-profit and tax-exempt hospitals and hospital systems and privately capitalized start-up companies. Buyers with a strategic desire for any particular hospital — for example, a hospital located near existing hospitals or those who will realize economic synergies — have demonstrated an ability and willingness to pay premium prices for hospitals. Strategic buyers, as a result, can present a competitive barrier to our acquisition efforts.

     Given the increasingly challenging regulatory and enforcement environment, our ability to acquire hospitals could be negatively impacted if targets are found to have material unresolved compliance issues, including obligations to self-report violations of law or outstanding obligations to pay amounts under the voluntary self-referral protocol or other laws. We could experience delays in closing or fail to close transactions with targets that initially were attractive but became unattractive as a result of a poor compliance program, material non-compliance with laws or failure to timely address compliance risks.

     The cost of an acquisition could result in a dilutive effect on our results of operations, depending on various factors, including the amount paid for the acquisition, the acquired hospital’s results of operations, allocation of purchase price, effects of subsequent legislation and limitations on rate increases. In the past, we have occasionally experienced temporary delays in improving the operating margins or effectively integrating the operations of our acquired hospitals. In the future, if we are unable to improve the operating margins of acquired hospitals, operate them profitably or effectively integrate their operations, we may be unable to achieve our growth strategy.

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     Even if we are able to identify an attractive target, we may not be able to obtain financing, if necessary, for any acquisitions or joint ventures that we might make or may be required to borrow at higher rates and on less favorable terms. We may incur or assume additional indebtedness as a result of acquisitions. Our failure to acquire non-urban hospitals consistent with our growth plans could prevent us from increasing our revenues.

     In recent years, the legislatures and attorneys general of several states have become more interested in sales of hospitals by tax-exempt entities. This heightened scrutiny may increase the cost and difficulty, or prevent the completion, of transactions with tax-exempt organizations in the future.

We may encounter difficulty operating and integrating acquired hospitals.

     We may be unable to timely and effectively integrate any hospitals that we acquire with our ongoing operations. We may experience delays in implementing operating procedures and systems in newly acquired hospitals. Integrating an acquired hospital could be expensive and time consuming and could disrupt our ongoing business, negatively affect cash flow and distract management and other key personnel. In addition, acquisition activity requires transitions from, and the integration of, operations and, usually, information systems that are used by acquired hospitals. We will rely heavily on HCA-IT and other third parties for information systems integration as part of a contractual arrangement for information technology services. We may not be successful in causing HCA-IT and other third parties to convert our newly acquired hospitals’ information systems in a timely manner.

If we acquire hospitals with unknown or contingent liabilities, we could become liable for material obligations.

     Businesses we have acquired, or businesses we may acquire may have unknown or contingent liabilities for past activities of acquired businesses, including liabilities for failure to comply with healthcare laws and regulations, medical and general professional liabilities, worker’s compensation liabilities, previous tax liabilities and unacceptable business practices. Although we have historically obtained, and we intend to continue to obtain, contractual indemnification from sellers covering these matters, any indemnification obtained from sellers may be insufficient to cover material claims or liabilities for past activities of acquired businesses.

Other hospitals and outpatient facilities provide services similar to those which we offer. In addition, physicians provide services in their offices that could be provided in our hospitals. These factors increase the level of competition we face and may therefore adversely affect our revenues, profitability and market share.

     Competition among hospitals and other healthcare service providers, including outpatient facilities, has intensified in recent years. We compete with other hospitals, including larger tertiary care centers located in larger metropolitan areas, and with physicians who provide services in their offices which could otherwise be provided in our hospitals. Although the hospitals with which we compete may be a significant distance away from our facilities, patients in our markets may migrate on their own to, may be referred by local physicians to, or may be encouraged by their health plan to travel to these hospitals. Furthermore, some of the hospitals with which we compete may offer more or different services than those available at our hospitals, may have more advanced equipment or may have a medical staff that is thought to be better qualified. Also, some of the hospitals that compete with our facilities are owned by tax-supported governmental agencies or not-for-profit entities supported by endowments and charitable contributions. These hospitals, in most instances, are also exempt from paying sales, property and income taxes.

     We also face very significant and increasing competitions from services offered by physicians (including physicians on our medical staffs) in their offices and from other specialized care providers, including outpatient surgery, oncology, physical therapy and diagnostic centers (including many in which physicians may have an ownership interest). Some of our hospitals have and will seek to develop outpatient facilities where necessary to compete effectively. However, to the extent that other providers are successful in developing outpatient facilities or physicians are able to offer additional, advanced services in their offices, our market share for these services will likely decrease in the future.

     Quality of care and value-based purchasing have also become significant trends and competitive factors in the healthcare industry. In 2005, CMS began making public performance data relating to ten quality measures that hospitals submit in connection with their Medicare reimbursement. Since that time, CMS has on several occasions

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increased the number of quality measures hospitals are required to report in order to receive the full Medicare inpatient prospective payment system (“IPPS”) and outpatient prospective payment system (“OPPS”) market basket updates. In addition, the Medicare program no longer reimburses hospitals for the cost of care relating to certain preventable adverse events, and many private healthcare payors have adopted similar policies. If the public performance data become a primary factor in where patients choose to receive care, and if competing hospitals have better results than our hospitals on those measures, we would expect that our patient volumes could decline.

Our revenues are especially concentrated in a small number of states which will make us particularly sensitive to regulatory and economic changes in those states.

     Our revenues are particularly sensitive to regulatory and economic changes in states in which we generate the majority of our revenues including Kentucky, Virginia, New Mexico, Tennessee, West Virginia, Alabama, Arizona, Louisiana and Texas. The following table contains our revenues and revenues as a percentage of our total revenues by state for each of these states for the years presented (dollars in millions):

	Revenue Concentration by State
	Amount						% of Total Revenues
	2010		2009		2008		2010			2009			2008
Kentucky	$	544.8	$	485.5	$	465.0		16.7	%		16.4	%		17.2	%
Virginia		404.7		384.1		381.6		12.4			13.0			14.1
New Mexico		295.4		288.0		245.7		9.1			9.7			9.1
Tennessee		293.9		225.5		223.2		9.0			7.6			8.3
West Virginia		273.7		250.7		243.4		8.4			8.5			9.0
Alabama		236.9		209.6		203.2		7.3			7.1			7.5
Arizona		216.7		195.2		173.8		6.6			6.6			6.4
Louisiana		212.3		204.2		194.6		6.5			6.9			7.2
Texas		148.2		139.9		142.3		4.5			4.7			5.3

     Accordingly, any change in the current demographic, economic, competitive or regulatory conditions in the above-mentioned states could have an adverse effect on our business, financial condition, results of operations and/or prospects. Medicaid changes in these states could also have a material adverse effect on our business, financial condition, results of operations or cash flows.

If we do not continually enhance our hospitals with the most recent technological advances in diagnostic and surgical equipment, our ability to maintain and expand our markets may be adversely affected.

     Technological advances, including with respect to computer-assisted tomography scanner (CTs), magnetic resonance imaging (MRIs) and positron emission tomography scanner (PETs) equipment, continue to evolve. In addition, the manufacturers of such equipment often provide incentives to try to increase their sales, including providing favorable financing to higher credit risk organizations. In an effort to compete, we must continually assess our equipment needs and upgrade our equipment as a result of technological improvements. We believe that the direction of the patient flow correlates directly to the level and intensity of such diagnostic equipment.

We have substantial indebtedness and we may incur significant amounts of additional indebtedness in the future which could affect our ability to finance operations and capital expenditures, pursue desirable business opportunities or successfully operate our business in the future.

     As of March 31, 2011, our consolidated debt, excluding the unamortized discount of convertible debt instruments, was approximately $1,651.3 million. We also have the ability to incur significant amounts of additional indebtedness, subject to the conditions imposed by the terms of our credit agreement and the agreements or indentures governing any additional indebtedness that we incur in the future. As of December 31, 2010, revolving loans available for borrowing under our credit agreement were up to $318.9 million, net of outstanding letters of credit of $31.1 million. Additionally, our credit agreement contains uncommitted “accordion” features that permit us to borrow at a later date additional aggregate principal amounts of up to $650.0 million under the term A and the term B loan components and up to $300.0 million under the revolving loan component, subject to obtaining additional lender commitments and the satisfaction of other conditions. Our ability to repay or refinance our

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indebtedness will depend upon our ability to monetize our interests in our hospital assets and our operating performance, which may be affected by general economic, financial, competitive, regulatory, business and other factors beyond our control.

     Although we believe that our future operating cash flow, together with available financing arrangements, will be sufficient to fund our operating requirements, our leverage and debt service obligations could have important consequences, including the following:

• Under our credit agreement, we are required to satisfy and maintain specified financial ratios and tests. Failure to comply with these obligations may cause an event of default which, if not cured or waived, could require us to repay substantial indebtedness immediately. Moreover, if debt repayment is accelerated, we will be subject to higher interest rates on our debt obligations as a result of these covenants and our credit ratings may be adversely impacted.

• We may be vulnerable in the event of downturns and adverse changes in the general economy or our industry. Specific examples of industry changes that could have an adverse impact on our cash flow include the implementation by the government of further limitations on reimbursement under Medicare and Medicaid.

• We may have difficulty obtaining additional financing at favorable interest rates to meet our requirements for working capital, capital expenditures, acquisitions, general corporate or other purposes.

• We will be required to dedicate a substantial portion of our cash flow to the payment of principal and interest on indebtedness, which will reduce the amount of funds available for operations, capital expenditures and future acquisitions.

• Any borrowings we incur at variable interest rates expose us to increases in interest rates generally.

• A breach of any of the restrictions or covenants in our debt agreements could cause a cross-default under other debt agreements. We may be required to pay our indebtedness immediately if we default on any of the numerous financial or other restrictive covenants contained in the debt agreements. It is not certain whether we will have, or will be able to obtain, sufficient funds to make these accelerated payments. If any senior debt is accelerated, our assets may not be sufficient to repay such indebtedness and our other indebtedness.

• In the event of a default, we may be forced to pursue one or more alternative strategies, such as restructuring or refinancing our indebtedness, selling assets, reducing or delaying capital expenditures or seeking additional equity capital. There can be no assurances that any of these strategies could be effected on satisfactory terms, if at all, or that sufficient funds could be obtained to make these accelerated payments.

Covenant restrictions under our senior secured credit facilities and our indenture will impose significant operating and financial restrictions on us and may limit our ability to operate our business and to make payments on the notes and other outstanding indebtedness. The exceptions to the covenants in our indenture may allow us to refinance subordinated indebtedness with senior indebtedness.

     The credit agreement that governs our senior secured credit facilities and the indenture that will govern the notes contain covenants that restrict our ability to finance future operations or capital needs, to take advantage of other business opportunities that may be in our interest or to satisfy our obligations under the notes. These covenants restrict our ability to, among other things:

• incur or guarantee additional debt or extend credit;

• pay dividends or make distributions on, or redeem or repurchase, our capital stock or certain

• other debt;

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• make other restricted payments, including investments;

• dispose of assets;

• engage in transactions with affiliates;

• enter into agreements restricting our subsidiaries’ ability to pay dividends;

• create liens on our assets or engage in sale/leaseback transactions; and

• effect a consolidation or merger, or sell, transfer, lease all or substantially all of our assets.

     The limitations in our credit agreement for our senior secured credit facilities, our indenture or other instruments governing indebtedness that we may incur in the future may restrict our ability to repay existing outstanding indebtedness. Subject to certain conditions, holders of the 3¹/2% convertible senior subordinated notes due 2014 and the 3¹/4% convertible senior subordinated debentures due 2025 may convert their securities for cash, and if applicable, shares in common stock prior to the maturation of the notes offered hereby. Failure to repay the 3¹/2% convertible senior subordinated notes due 2014 or 3¹/4% convertible senior subordinated debentures due 2025 upon maturity or upon conversion of the securities may result in a default.

     Subject to certain conditions, the provisions of our indenture may also allow us to refinance indebtedness that is subordinated in right of payment to the notes with indebtedness that would rank pari passu with the notes.

We may be subject to liabilities because of malpractice and related legal claims brought against our hospitals or our employed physicians. If we become subject to these claims, we could be required to pay significant damages, which may not be covered by insurance.

     We may be subject to medical malpractice lawsuits and other legal actions arising out of the operations of our owned and leased hospitals and the activities of our employed physicians. These actions may involve large claims and significant defense costs. In an effort to resolve one or more of these matters, we may choose to negotiate a settlement. Amounts we pay to settle any of these matters may be material. We maintain professional and general liability insurance with unrelated commercial insurance carriers to provide for losses in excess of our SIR amount. As a result, one or more successful claims against us that are within our SIR amounts could have an adverse effect on our results of operations, cash flows, financial condition or liquidity. Also, some of these claims could exceed the scope of the coverage in effect, or coverage of particular claims could be denied. In addition, we operate a wholly-owned captive insurance company under the name Point of Life Indemnity, Ltd., which, issues malpractice insurance policies to our employed physicians.

     Insurance coverage in the future may not continue to be available at a cost allowing us to maintain adequate levels of insurance with acceptable SIR level amounts. One or more of our insurance carriers may become insolvent and unable to fulfill its obligation to defend, pay or reimburse us when that obligation becomes due. In addition, physicians using our hospitals may be unable to obtain insurance on acceptable terms, which could result in these physicians not being able to meet the minimum insurance requirements in the applicable hospital medical staff bylaws or necessitate a reduction in the level of insurance required to be carried under such bylaws.

Our revenues and volume trends may be adversely affected by certain factors over which we have no control.

     Our revenues and volume trends are dependent on many factors, including physicians’ clinical decisions and availability, payor programs shifting to a more outpatient-based environment, whether or not certain services are offered, seasonal and severe weather conditions, including the effects of extreme low temperatures, hurricanes and tornados, earthquakes, current local economic and demographic changes, the intensity and timing of yearly flu outbreaks. In addition, technological developments and pharmaceutical improvements may reduce the demand for healthcare services or the profitability of the services we offer.

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If our fair value declines, a material non-cash charge to earnings from impairment of our goodwill could result.

     As of March 31, 2011, we had approximately $1,551.2 million of goodwill. We expect to recover the carrying value of this goodwill through our future cash flows. We evaluate annually, based on our fair value, whether the carrying value of our goodwill is impaired. If the carrying value of our goodwill is impaired, we may incur a material non-cash charge to earnings.

Certificate of need laws and regulations regarding licenses, ownership and operation may impair our future expansion in some states.

     Some states require prior approval for the purchase, construction and expansion of healthcare facilities, based on the state’s determination of need for additional or expanded healthcare facilities or services. Ten states in which we operate hospitals require a certificate of need for capital expenditures exceeding a prescribed amount, changes in bed capacity or services, and for certain other planned activities. We may not be able to obtain certificates of need required for expansion activities in the future. In addition, all of the states in which we operate facilities require hospitals and most healthcare providers to maintain one or more licenses. If we fail to obtain any required certificate of need or license, our ability to operate or expand operations in those states could be impaired.

In states without certificate of need laws, competing providers of healthcare services are able to expand and construct facilities without the need for significant regulatory approval.

     In the seven states in which we operate that do not require certificates of need for the purchase, construction and expansion of healthcare facilities or services, competing healthcare providers face low barriers to entry and expansion. If competing providers of healthcare services are able to purchase, construct or expand healthcare facilities without the need for regulatory approval, we may face decreased market share and revenues in those markets.

Different interpretations of accounting principles could have a material adverse effect on our results of operations or financial condition.

     Generally accepted accounting principles are complex, continually evolving and may be subject to varied interpretation by us, our independent registered public accounting firm and the SEC. Such varied interpretations could result from differing views related to specific facts and circumstances. Differences in interpretation of generally accepted accounting principles could have a material adverse effect on our results of operations or financial condition.

Our stock price has been and may continue to be volatile; any significant decline may result in litigation.

     The trading price of our common stock has been and may continue to be subject to wide fluctuations. This may result in stockholder lawsuits, which could divert management’s time away from operations and could result in higher legal fees and proxy costs.

• Our stock price may fluctuate in response to the results of our operations and to a number of events and factors, including:

• actual or anticipated quarterly variations in operating results, particularly if they differ from investors’ expectations;

• changes in financial estimates and recommendations by securities analysts;

• changes in government regulations including those relating to reimbursement and operational policies and procedures;

• the operating and stock price performance of other companies that investors may deem comparable;

• changes in overall economic factors in our markets;

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• news reports relating to trends or events in our markets; and

• issues associated with integration of the hospitals that we acquire.

     Broad market and industry fluctuations may adversely affect the price of our common stock, regardless of our operating performance.

     As a result of the above factors, we could be subjected to potential stockholder lawsuits. Such lawsuits are time consuming and expensive. Among other things, such lawsuits divert management’s time and attention from operations. Such lawsuits also force us to incur substantial legal fees and proxy costs in defending our position.

Risks relating to the notes

Your ability to enforce the guarantees of the notes may be limited.

     Although the notes are our obligations, they will be unconditionally guaranteed on an unsecured senior basis by certain of our domestic subsidiaries. The performance by each guarantor of its obligations with respect to its guarantee may be subject to review under relevant federal and state fraudulent conveyance and similar statutes in a bankruptcy or reorganization case or lawsuit by or on behalf of unpaid creditors of such subsidiary guarantor. Under these statutes, if a court were to find under relevant federal or state fraudulent conveyance statutes that a subsidiary guarantor did not receive fair consideration or reasonably equivalent value for incurring its guarantee of the notes, and that, at the time of such incurrence, the subsidiary guarantor: (i) was insolvent; (ii) was rendered insolvent by reason of such incurrence or grant; (iii) was engaged in a business or transaction for which the assets remaining with such subsidiary guarantor constituted unreasonably small capital; or (iv) intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they matured, then the court, subject to applicable statutes of limitation, could void the subsidiary guarantor’s obligations under its guarantee, recover payments made under the guarantee, subordinate the guarantee to other indebtedness of the subsidiary guarantor or take other action detrimental to the holders of the notes.

     In the event of a finding that a fraudulent transfer or conveyance occurred, you may not receive any repayment on the notes. In addition, each guarantee will contain a provision intended to limit the guarantor’s liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent conveyance. This provision may not be effective to protect the guarantees from being voided under fraudulent conveyance laws, or may eliminate the guarantor’s obligations or reduce the guarantor’s obligations to an amount that effectively makes the guarantee worthless. In a recent Florida bankruptcy case, this kind of provision was found to be ineffective to protect the guarantees. Further, the voidance of the notes could result in an event of default with respect to our and our subsidiaries’ other debt that could result in acceleration of such debt.

     The measure of insolvency for these purposes will depend upon the governing law of the relevant jurisdiction. Generally, however, a company will be considered insolvent for these purposes if the sum of that company’s debts is greater than the fair value of all of that company’s property or if the present fair salable value of that company’s assets is less than the amount that will be required to pay its probable liability on its existing debts as they become absolute and matured or if a company is not able to pay its debts as they become due. Moreover, regardless of solvency, a court could void an incurrence of indebtedness, including the guarantees, if it determined that such transaction was made with the intent to hinder, delay or defraud creditors. In addition, a court could subordinate the indebtedness, including the guarantees, to the claims of all existing and future creditors on similar grounds. The guarantees also could be subject to the claim that, since the guarantees were incurred for our benefit and only indirectly for the benefit of the subsidiary guarantors, the obligations of the subsidiary guarantors under the guarantees were incurred for less than reasonably equivalent value or fair consideration.

     There can be no assurance as to what standard a court would apply in order to determine whether a subsidiary guarantor was “insolvent” upon the sale of the notes or that, regardless of the method of valuation, a court would not determine that the subsidiary guarantor was insolvent upon consummation of the sale of the notes. If the court concludes that a guarantee is voided or limited on fraudulent conveyance grounds, other senior creditors of ours may have priority over the holders of the notes in respect of the assets of the relevant guarantor.

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The notes will be structurally subordinated to all obligations of our non-guarantor subsidiaries and effectively subordinated to our secured obligations.

     We are a holding company and hold most of our assets at, and conduct most of our operations through, direct and indirect subsidiaries. As a holding company, our results of operations depend on the results of operations of our subsidiaries. Moreover, we are dependent on dividends or other intercompany transfers of funds from our subsidiaries to meet our debt service and other obligations. The ability of our subsidiaries to pay dividends or make other payments or advances to us will depend on their operating results and will be subject to applicable laws and restrictions contained in agreements governing the debt of such subsidiaries.

     The claims of creditors of our non-guarantor subsidiaries, including trade creditors, will generally have priority as to the assets of such subsidiaries over the claims of our creditors, including the holders of notes. As of March 31, 2011, the aggregate amount of debt of our non-guarantor subsidiaries, including trade payables and excluding intercompany payables, was approximately $45.0 million. Our non-guarantor subsidiaries accounted for $80.3 million, or 9.0%, of our total revenues for the fiscal year ended March 31, 2011 and $358.8 million, or 8.4%, of our assets (excluding intercompany receivables) and $45.0 million, or 2.0%, of our liabilities (excluding intercompany liabilities) as of March 31, 2011.

     In addition, the notes are our general unsecured obligations. Therefore, the notes will be effectively subordinated to our and the guarantors’ secured debt to the extent of the value of the collateral. As of March 31, 2011, we and the guarantors’ had approximately $451.2 million of secured debt.

We are permitted to create unrestricted subsidiaries, which generally will not be subject to any of the covenants in the indenture, and we may not be able to rely on the cash flow or assets of those unrestricted subsidiaries to pay our indebtedness.

     Unrestricted subsidiaries will generally not be subject to the covenants under the indenture. Unrestricted subsidiaries may enter into financing arrangements that limit their ability to make loans or other payments to fund payments in respect of the notes. Accordingly, we may not be able to rely on the cash flow or assets of unrestricted subsidiaries to pay any of our indebtedness, including the notes. See “Description of Notes” for further information.

Our ability to repurchase the notes upon a change of control or in connection with an asset sale repurchase may be limited.

     In the event of certain changes of control involving us, you will have the right, at your option, to require us to purchase all or a portion of the notes you hold at a purchase price equal to 101% of the aggregate principal amount of your notes, plus accrued interest thereon to the repurchase date. In addition, under certain circumstances we may be required by the terms of the indenture to make an offer to repurchase notes with proceeds from asset sales. Our ability to repurchase the notes upon a change of control or in connection with an asset sale repurchase will be dependent on the availability of sufficient funds and our ability to comply with applicable securities laws. Accordingly, there can be no assurance that we will be in a position to repurchase the notes upon a change of control or in connection with an asset sale repurchase.

     Also, our ability to repurchase the notes upon a change of control is materially limited by covenants in our senior secured credit facilities. Our inability to repurchase the notes upon the occurrence of a change in control will constitute an event of default under the indenture governing the notes. This default would, in turn, constitute an event of default under our senior secured credit facilities and may constitute an event of default under any future agreement governing our senior indebtedness, which may cause the related indebtedness to be accelerated after any applicable notice or cure periods. If such indebtedness were to be accelerated, we may not have sufficient funds to repurchase the Notes and repay the indebtedness.

     The term “change of control” under the indenture is limited to certain specified transactions and may not include other events that might adversely affect our financial condition or result in a downgrade of the credit rating (if any) of the notes, nor would the requirement that we offer to repurchase the notes upon a change of control necessarily afford holders of the notes protection in the event of a highly leveraged reorganization. See “Description of Notes—Repurchase at the Option of Holders—Change of control.”

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We must rely on payments from our subsidiaries to make cash payments on the Notes, and our subsidiaries are subject to various restrictions on making such payments.

     We are a holding company and hold our assets at, and conduct our operations through, direct and indirect subsidiaries. In order to make payments on the notes or to meet our other obligations, we depend upon receiving payments from our subsidiaries. In particular, we may be dependant on dividends and other payments by our direct and indirect subsidiaries to service our obligations. You will not have any direct claim on the cash flow or assets of our non-guarantor operating subsidiaries and our non-guarantor operating subsidiaries have no obligation, contingent or otherwise, to pay amounts due under the notes or the subsidiary guarantees, or to make funds available to us for those payments. In addition, the payment of dividends and the making of loans and advances to us by our subsidiaries may be subject to various restrictions. Existing and future debt of certain of these subsidiaries may prohibit the payment of dividends or the making of loans or advances to us. In addition, the ability of our subsidiaries to make payments, loans or advances to us may be limited by the laws of the relevant jurisdictions in which such subsidiaries are organized or located. Any of the situations described above could make it more difficult for a guarantor to service its obligations and therefore adversely affect our ability to service our obligations in respect of the notes. If payments are not made to us by our subsidiaries, we may not have any other sources of funds available that would permit us to make payments on the notes.

There is currently no public market for the notes, and an active trading market may not develop for the notes. The failure of a market to develop for the notes could adversely affect the liquidity and value of your notes.

     The notes are a new issue of securities, and there is no existing market for the notes. We do not intend to apply for listing of the notes on any securities exchange or for quotation of the notes on any automated dealer quotation system. We have been advised by the initial purchasers that following the completion of the offering, certain of the initial purchasers currently intend to make a market in the notes. However, they are not obligated to do so and any market-making activities with respect to the notes may be discontinued by them at any time without notice. In addition, any market-making activity will be subject to limits imposed by law. A market may not develop for the notes, and there can be no assurance as to the liquidity of any market that may develop for the notes. If an active, liquid market does not develop for the notes, the market price and liquidity of the notes may be adversely affected. If any of the notes are traded after their initial issuance, they may trade at a discount from their initial offering price.

     The liquidity of the trading market, if any, and future trading prices of the notes will depend on many factors, including, among other things, prevailing interest rates, our operating results, financial performance and prospects, the market for similar securities and the overall securities market, and may be adversely affected by unfavorable changes in these factors.

A breach of a covenant in our debt instruments could cause acceleration of a significant portion of our outstanding indebtedness.

     A breach of a covenant or other provision in any debt instrument governing our current or future indebtedness could result in a default under such instruments. Our ability to comply with these covenants and other provisions may be affected by events beyond our control, and we cannot assure you that we will be able to comply with these covenants and other provisions. Upon the occurrence of an event of default under any debt instrument, the lenders or holders of such debt instruments could elect to declare all amounts outstanding to be immediately due and payable and terminate all commitments to extend further credit. If we were unable to repay those amounts, the lenders or holders of such debt instruments could proceed against collateral granted to them, if any, to secure the indebtedness. If our current or future lenders or holders of such debt instruments accelerate the payment of the indebtedness owed to them, we cannot assure you that our assets would be sufficient to repay in full our outstanding indebtedness.

If the notes are rated investment grade at any time by both Standard & Poor’s Ratings Service and Moody’s Investors Service, Inc., most of the restrictive covenants contained in the indenture governing the notes will be suspended.

     If, at any time, the credit rating on the notes, as determined by both Standard & Poor’s Ratings Service or Moody’s Investors Service, Inc., equals or exceeds BBB- and Baa3, respectively, or any equivalent replacement ratings, and no default has occurred and is continuing under the indenture then, we will not be subject to most of the

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restrictive covenants contained in the indenture governing the notes. As a result, you may have less credit protection than you will at the time the notes are issued. In the event that one or both of the ratings later drops below investment grade, we will thereafter again be subject to such restrictive covenants.

     Insurance coverage in the future may not continue to be available at a cost allowing us to maintain adequate levels of insurance with acceptable SIR level amounts. One or more of our insurance carriers may become insolvent and unable to fulfill its obligation to defend, pay or reimburse us when that obligation becomes due. In addition, physicians using our hospitals may be unable to obtain insurance on acceptable terms, which could result in these physicians not being able to meet the minimum insurance requirements in the applicable hospital medical staff bylaws or necessitate a reduction in the level of insurance required to be carried under such bylaws.

     As a result of the above factors, we could be subjected to potential stockholder lawsuits. Such lawsuits are time consuming and expensive. Among other things, such lawsuits divert management’s time and attention from operations. Such lawsuits also force us to incur substantial legal fees and proxy costs in defending our position.

Risks relating to the exchange offer

If you do not exchange your outstanding notes in the exchange offer, the transfer restrictions currently applicable to your outstanding notes will remain in force and the market price of your outstanding notes could decline.

     If you do not exchange your outstanding notes for exchange notes in the exchange offer, then you will continue to be subject to the transfer restrictions on the outstanding notes as set forth in the prospectus distributed in connection with the private offering of the outstanding notes. In general, the outstanding notes may not be offered or sold unless they are registered, or exempt from registration, under the Securities Act (including pursuant to Rule 144 under the Securities Act, as and when available) and applicable state securities laws. Except as required by the registration rights agreement, we do not intend to register resales of the outstanding notes under the Securities Act. You should refer to “Prospectus Summary—The Exchange Offer” and “The Exchange Offer” for information on how to tender your outstanding notes.

     The tender of outstanding notes under the exchange offer will reduce the aggregate principal amount of the outstanding notes, which may have an adverse effect upon, and increase the volatility of, the market prices of the outstanding notes due to reduction in liquidity. In addition, if you do not exchange your outstanding notes in the exchange offer, you will no longer be entitled to exchange your outstanding notes for exchange notes registered under the Securities Act and you will no longer be entitled to have your outstanding notes registered for resale under the Securities Act.

Your ability to transfer the exchange notes may be limited by the absence of an active trading market, and there is no assurance that any active trading market will develop for the exchange notes.

     We do not intend to apply for listing of the exchange notes on a securities exchange or market. The exchange notes are a new issue of securities for which there is no established public market. The initial purchasers in the private offering of the outstanding notes have advised us that they intend to make a market in the exchange notes as permitted by applicable laws and regulations; however, the initial purchasers are not obligated to make a market in any of the exchange notes, and they may discontinue their market-making activities at any time without notice. In addition, such market-making activity may be limited during the pendency of the exchange offer. Therefore, an active market for any of the exchange notes may not develop or, if developed, it may not continue. In addition, subsequent to their initial issuance, the exchange notes may trade at a discount from their initial offering price, depending upon prevailing interest rates, the market for similar notes, our performance and other factors.

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USE OF PROCEEDS

     We will not receive any cash proceeds from the issuance of the exchange notes pursuant to the exchange offer. In consideration for issuing the exchange notes as contemplated in this prospectus, we will receive in exchange a like principal amount of outstanding notes, the terms of which are identical in all material respects to the exchange notes, except that the exchange notes will not contain terms with respect to transfer restrictions, registration rights or special interest upon a failure to fulfill certain of our obligations under the registration rights agreement. The outstanding notes surrendered in exchange for the exchange notes will be retired and cancelled and cannot be reissued. Accordingly, the issuance of the exchange notes will not result in any change in our capitalization.

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RATIO OF EARNINGS TO FIXED CHARGES

     The following table sets forth our ratio of earnings to fixed charges for the years ended December 31, 2010, 2009, 2008, 2007 and 2006 and for the three months ended March 31, 2011 and 2010. For the purpose of determining the ratio of earnings to fixed charges, “earnings” consist of earnings (loss) before income tax expense (benefit) plus fixed charges, and “fixed charges” consist of interest expense, including amortization of deferred financing costs, plus the portion of rental expense representative of the interest factor.

	Year Ended December 31,										Three Months Ended March 31,
	2010		2009		2008		2007		2006		2011		2010
Ratio of earnings to fixed charges		3.02x		2.93x		2.73x		2.59x		2.87x		3.31x		3.57x

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CAPITALIZATION

     The following table sets forth our consolidated cash and cash equivalents and our consolidated capitalization as of March 31, 2011. The following should be read in connection with our consolidated financial statements and related notes incorporated by reference in this prospectus.

	As of
	March 31, 2011
	(in millions)
Cash and cash equivalents	$	276.2
Debt:
Senior Secured Credit Facilities:
$350.0 million Revolving Credit Facility due 2012(1)		—
Term B Loans due 2011 and 2012		—
Term B Loans due 2015		443.7
6.625% Senior Notes, due 2020		400.0
7.50% Province Senior Subordinated Notes due 2013		0.1
3.50% Convertible Senior Subordinated Notes due 2014		575.0
3.25% Convertible Senior Subordinated Debentures, due 2025		225.0
Capital lease obligations		7.5
Subtotal		1,651.3
Unamortized discount of convertible debt instruments		(73.9	)
Total Debt		1,577.4
Equity:
LifePoint Hospitals, Inc. stockholders’ equity:
Preferred stock, $0.01 par value; 10,000,000 shares authorized; no shares issued		—
Common stock, $0.01 par value; 90,000,000 shares authorized; 62,471,721 shares issued at March 31, 2011		0.6
Capital in excess of par value		1,315.9
Accumulated other comprehensive loss		(1.5	)
Retained earnings		950.1
Common stock in treasury, at cost, 10,135,495 shares at March 31, 2011		(308.0	)
Total LifePoint Hospitals, Inc. stockholders’ equity:		1,957.1
Noncontrolling interests		3.5
Total equity		1,960.6
Total capitalization		3,608.4

(1) Excludes approximately $31.1 million of outstanding letters of credit.

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SELECTED CONSOLIDATED FINANCIAL DATA

     The following selected consolidated financial data is derived from our audited consolidated financial statements for the fiscal years ended December 31, 2010, 2009, 2008, 2007 and 2006 and from our unaudited consolidated financial statements for the three months ended March 31, 2011 and 2010. The unaudited consolidated financial statements have been prepared on the same basis as our audited consolidated financial statements and, in our opinion, include all adjustments, consisting of normal recurring adjustments, that we consider necessary for a fair presentation of our results of operations for such periods. Operating results for any historical period are not necessarily indicative of the results that may be expected for any future period.

     This information is only a summary and should be read in conjunction with the more detailed information contained in our Consolidated Financial Statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2010 and our Quarterly Report on Form 10-Q for the period ended March 31, 2011, which are incorporated by reference into this prospectus.

																Three Months Ended
	Year Ended December 31,															March 31,
(Dollars in millions)	2010			2009			2008			2007			2006			2011			2010
																(Unaudited)
Revenues	$	3,262.4		$	2,962.7		$	2,700.8		$	2,568.4		$	2,336.5		$	888.6		$	786.2
Salaries and benefits		1,270.3			1,170.9			1,065.4			1,006.1			918.0			334.4			303.3
Supplies		443.0			409.1			372.6			352.2			326.1			118.7			108.4
Other operating expenses		605.2			538.0			499.8			464.0			397.4			161.6			140.4
Provision for doubtful accounts		443.8			375.4			313.2			307.0			250.0			130.1			102.1
Depreciation and amortization		148.5			143.0			132.1			129.4			105.4			39.7			36.1
Interest expense, net		108.1			103.2			107.7			107.4			105.5			29.2			25.1
Debt extinguishment costs		2.4			—			—			—			—			—			—
Impairment charges		—			1.1			1.2			—			—			—			—
		3,021.3			2,740.7			2,492.0			2,366.1			2,102.4			813.7			715.4
Income from continuing operations before income taxes		241.1			222.0			208.8			202.3			234.1			74.9			70.8
Provision for income taxes		82.4			80.3			79.9			80.5			91.2			28.4			26.6
Income from continuing operations		158.7			141.7			128.9			121.8			142.9			46.5			44.2
Less: Net income attributable to noncontrolling interests		(3.1	)		(2.5	)		(2.2	)		(1.7	)		(1.4	)		(0.7	)		(0.9	)
Income from continuing operations attributable to LifePoint Hospitals, Inc.	$	155.6		$	139.2		$	126.7		$	120.1		$	141.5		$	45.8		$	43.3

											Three Months Ended
	Year Ended December 31,										March 31,
(Dollars in millions)	2010		2009		2008		2007		2006		2011		2010
Balance Sheet Data (as of end of period):
Cash & cash equivalents	$	207.4	$	187.2	$	75.7	$	53.1	$	12.2	$	276.2	$	219.4
Working capital	$	498.8	$	485.9	$	376.2	$	373.6	$	377.7	$	569.6	$	539.8
Property & equipment, net	$	1,668.6	$	1,499.4	$	1,416.0	$	1,383.0	$	1,305.4	$	1,683.5	$	1,502.4
Total assets	$	4,162.9	$	3,873.3	$	3,680.3	$	3,635.9	$	3,638.3	$	4,258.1	$	3,939.6
Total debt, excluding unamortized discount of convertible debt instruments	$	1,651.7	$	1,502.2	$	1,516.7	$	1,517.1	$	1,668.5	$	1,651.3	$	1,501.9
Total LifePoint Hospitals, Inc stockholders’ equity	$	1,887.5	$	1,827.7	$	1,652.0	$	1,629.1	$	1,471.5	$	1,957.1	$	1,879.0

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																Three Months Ended
	Year Ended December 31,															March 31,
(Dollars in millions)	2010			2009			2008			2007			2006			2011			2010
Additional Financial Data:
Purchases of property and equipment	$	168.7		$	166.6		$	157.6		$	158.4		$	194.0		$	55.9		$	34.0
Net cash provided by operating activities—continuing operations	$	375.7		$	350.3		$	346.6		$	241.4		$	257.8		$	115.8		$	83.5
Net cash used in investing activities—continuing operations	$	(353.6	)	$	(244.1	)	$	(185.3	)	$	(158.3	)	$	(475.8	)	$	(58.5	)	$	(50.9	)
Net cash (used in) provided by financing activities—continuing operations	$	(0.3	)	$	(13.9	)	$	(119.3	)	$	(165.6	)	$	(148.5	)	$	11.3		$	(0.2	)

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DESCRIPTION OF OTHER INDEBTEDNESS

Credit Agreement

     Terms

     Our credit agreement with Citicorp North America, Inc., as administrative agent and the lenders time to time party thereto, Bank of America, N.A., CIBC World Markets Corp., SunTrust Bank and UBS Securities LLC, as co-syndication agents and Citigroup Global Markets Inc. as sole lead arranger and sole book runner, as amended, provides for Term B Loans, Term A Loans and Revolving Loans. The maturity date of our Term B Loans is contingent upon the refinancing of our outstanding 3¹/2% Notes beyond their current maturity date of May 15, 2014. Assuming that we refinance our outstanding 3¹/2% Notes beyond their current maturity date, our Term B Loans will mature on April 15, 2015. If we do not refinance our outstanding 3¹/2% Notes at least 91 days prior to their current maturity date our Term B Loans will mature on February 13, 2014. Additionally, our Term B Loans are subject to additional mandatory prepayments with a certain percentage of excess cash flow, as well as upon the occurrence of certain other events, as specifically described in our Credit Agreement. Our Term A Loans and our Revolving Loans components mature on December 15, 2012. Our Credit Agreement is guaranteed on a senior secured basis by our subsidiaries with certain limited exceptions.

     Letters of Credit and Availability

     Our Credit Agreement provides for the issuance of letters of credit up to $75.0 million. As of March 31, 2011, we had $31.1 million in letters of credit outstanding that were related to the self-insured retention level of our general and professional liability insurance and workers’ compensation programs as security for payment of claims. Issued letters of credit reduce the amounts available under our Revolving Loans. In accordance with the terms of our Credit Agreement, Revolving Loans available for borrowing were $318.9 million as of March 31, 2011.

     Our Credit Agreement contains uncommitted “accordion” features that permit us to borrow at a later date additional aggregate principal amounts of up to $400.0 million of Term B Loans, $250.0 million of Term A Loans and $300.0 million of Revolving Loans, subject to obtaining additional lender commitments and the satisfaction of other conditions.

     Interest Rates

     Interest on the outstanding balance of the Term B Loans is payable at an adjusted LIBOR plus a margin of 2.750%. Interest on the Revolving Loans is payable at our option at either an adjusted base rate or an adjusted LIBOR plus a margin. The margin on Revolving Loans subject to an adjusted base rate ranges from 1.00% to 1.75%, based on our total leverage ratio. The margin on the Revolving Loans subject to an adjusted LIBOR ranges from 2.00% to 2.75% based on our total leverage ratio.

     As of March 31, 2011, the applicable annual interest rate under the Term B Loans was 3.07%, which was based on the 90-day Adjusted LIBOR plus the applicable margins. The 90-day Adjusted LIBOR was 0.32% at March 31, 2011. The weighted-average applicable annual interest rate for the three months ended March 31, 2011 under the Term B Loans was 3.09%.

     Covenants

     Our Credit Agreement requires us to satisfy certain financial covenants, including a minimum interest coverage ratio and a maximum total leverage ratio. The interest coverage ratio can be no less than 3.50:1.00 and the total leverage ratio cannot exceed 3.75:1.00, both determined on a trailing four quarter basis. In addition, the Credit Agreement generally limits the amount we can spend on capital expenditures to no more than 10.0% of annual revenues. We were in compliance with these covenants as of March 31, 2011.

     In addition, our Credit Agreement contains customary affirmative and negative covenants, which among other things, limit our ability to incur additional debt, create liens, pay dividends, effect transactions with our affiliates,

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sell assets, pay subordinated debt, merge, consolidate, enter into acquisitions and effect sale leaseback transactions. It does not contain provisions that would accelerate the maturity dates upon a downgrade in our credit rating. However, a downgrade in our credit rating could adversely affect our ability to obtain other capital sources in the future and could increase our cost of borrowings.

Interest Rate Swap

     We have an interest rate swap agreement with Citibank, N. A. as counterparty that requires us to make quarterly fixed rate payments to Citibank, N. A. calculated on a notional amount at an annual fixed rate of 5.585% while Citibank, N. A. is obligated to make quarterly floating payments to us based on the three-month LIBOR on the same referenced notional amount.

3.5% Convertible Senior Subordinated Notes due 2014

     Our convertible senior subordinated notes bear interest at the rate of 3.5% per year, payable semi-annually on May 15 and November 15. Our convertible senior subordinated notes are convertible prior to March 15, 2014 under the following circumstances: (1) if the price of our common stock reaches a specified threshold during specified periods; (2) if the trading price of our convertible senior subordinated notes is below a specified threshold; or (3) upon the occurrence of specified corporate transactions or other events. On or after March 15, 2014, holders may convert our convertible senior subordinated notes at any time prior to the close of business on the scheduled trading day immediately preceding May 15, 2014, regardless of whether any of the foregoing circumstances has occurred.

     Subject to certain exceptions, we will deliver cash and shares of our common stock upon conversion of each $1,000 principal amount of our convertible senior subordinated notes as follows: (i) an amount in cash, which we refer to as the principal return, equal to the sum of, for each of the 20 volume-weighted average price trading days during the conversion period, the lesser of the daily conversion value for such volume-weighted average price trading day and $50; and (ii) a number of shares in an amount equal to the sum of, for each of the 20 volume-weighted average price trading days during the conversion period, any excess of the daily conversion value above $50. Our ability to pay the principal return in cash is subject to important limitations imposed by the credit agreement governing our senior secured credit facilities and other credit facilities or indebtedness we may incur in the future. If we do not make any payments we are obligated to make under the terms of our convertible senior subordinated notes, holders may declare an event of default.

     The initial conversion rate is 19.3095 shares of our common stock per $1,000 principal amount of our convertible senior subordinated notes (subject to certain events). This represents an initial conversion price of approximately $51.79 per share of our common stock. In addition, if certain corporate transactions that constitute a change of control occur prior to maturity, we will increase the conversion rate in certain circumstances.

     Upon the occurrence of a fundamental change (as specified in the indenture), each holder of our convertible senior subordinated notes may require us to repurchase some or all of our convertible senior subordinated notes at a purchase price in cash equal to 100% of the principal amount of the 3.5% Notes surrendered, plus any accrued and unpaid interest.

     The indenture governing our convertible senior subordinated notes does not contain any financial covenants or any restrictions on the payment of dividends, the incurrence of senior or secured debt or other indebtedness, or the issuance or repurchase of securities by us. The indenture contains no covenants or other provisions to protect holders of our convertible senior subordinated notes in the event of a highly leveraged transaction or other events that do not constitute a fundamental change.

3.25% Convertible Senior Subordinated Debentures due August 15, 2025

     Our 3.25% convertible senior subordinated debentures due August 15, 2025 bear interest at the rate of 3.25% per year, payable semi-annually on February 15 and August 15. Our convertible senior subordinated debentures are convertible (subject to certain limitations imposed by the credit agreement governing our senior secured credit facilities) under the following circumstances: (1) if the price of our common stock reaches a specified threshold during the specified periods; (2) if the trading price of our convertible senior subordinated debentures is below a specified threshold; (3) if our convertible senior subordinated debentures have been called for redemption; or (4) if

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specified corporate transactions or other specified events occur. Subject to certain exceptions, we will deliver cash and shares of our common stock, as follows: (i) an amount in cash, which we refer to as the principal return, equal to the lesser of (a) the principal amount of our convertible senior subordinated debentures surrendered for conversion and (b) the product of the conversion rate and the average price of our common stock, as set forth in the indenture governing our convertible senior subordinated debentures, which we refer to as the conversion value; and (ii) if the conversion value is greater than the principal return, an amount in shares of our common stock. Our ability to pay the principal return in cash is subject to important limitations imposed by the credit agreement governing our senior secured credit facilities and other indebtedness we may incur in the future. Based on the terms of the credit agreement governing our senior secured credit facilities, in certain circumstances, even if any of the foregoing conditions to conversion have occurred, our convertible senior subordinated debentures will not be convertible, and holders of our convertible senior subordinated debentures will not be able to declare an event of default under our convertible senior subordinated debentures.

     The initial conversion rate for our convertible senior subordinated debentures is 16.3345 shares of our common stock per $1,000 principal amount of our convertible senior subordinated debentures (subject to adjustment in certain events). This is equivalent to a conversion price of $61.22 per share of common stock. In addition, if certain corporate transactions that constitute a change of control occur on or prior to February 20, 2013, we will increase the conversion rate in certain circumstances, unless such transaction constitutes a public acquirer change of control and we elect to modify the conversion rate into public acquirer common stock.

     On or after February 20, 2013, we may redeem for cash some or all of our convertible senior subordinated debentures at any time at a price equal to 100% of the principal amount of our convertible senior subordinated debentures to be purchased, plus any accrued and unpaid interest. Holders may require us to repurchase for cash some or all of our convertible senior subordinated debentures on February 15, 2013, February 15, 2015 and February 15, 2020 or upon the occurrence of a fundamental change, at 100% of the principal amount of our convertible senior subordinated debentures to be purchased, plus any accrued and unpaid interest.

     The indenture governing our convertible senior subordinated debentures does not contain any financial covenants or any restrictions on the payment of dividends, the incurrence of senior or secured debt or other indebtedness, or the issuance or repurchase of securities by us. The indenture contains no covenants or other provisions to protect holders of our convertible senior subordinated debentures in the event of a highly leveraged transaction or fundamental change.

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THE EXCHANGE OFFER

General

     We are offering to exchange a like principal amount of exchange notes for any or all outstanding notes on the terms and subject to the conditions set forth in this prospectus and accompanying letter of transmittal. We refer to the offer as the “exchange offer.” You may tender some or all of your outstanding notes pursuant to the exchange offer.

     As of the date of this prospectus, $400,000,000 aggregate principal amount of 6.625% Senior Notes due 2020 is outstanding. This prospectus, together with the letter of transmittal, is first being sent to all registered holders of outstanding notes known to us on or about      , 2011. Our obligation to accept outstanding notes for exchange pursuant to the exchange offer is subject to the satisfaction or waiver of certain conditions set forth under “—Conditions to the Exchange Offer” below. We anticipate that each of the conditions will be satisfied and that no waivers will be necessary.

Purpose and Effect of the Exchange Offer

     In connection with the private offering and sale of the outstanding notes, we and the guarantors of the notes entered into a registration rights agreement with the initial purchasers of the outstanding notes in which we agreed, under certain circumstances, to file a registration statement relating to an offer to exchange the outstanding notes for exchange notes. The following description of the registration rights agreement is only a brief summary of the agreement. It does not purport to be complete and is qualified in its entirety by reference to all of the terms, conditions and provisions of the registration rights agreement. For further information, please refer to the registration rights agreement attached as an exhibit to our Current Report on Form 8-K filed with the SEC on September 27, 2010. We also agreed to use all commercially reasonable efforts to cause the exchange offer to be consummated on the earliest practicable date after the exchange offer registration statement has become effective but in no event later than the 360^th day following the issuance date of the outstanding notes. The form and terms of the exchange notes will be identical in all material respects to the form and terms of the outstanding notes, except that the exchange notes will be registered under the Securities Act, and will not contain terms with respect to transfer restrictions, registration rights and additional payments upon a failure to fulfill certain of our obligations under the registration rights agreement. The outstanding notes were issued on September 23, 2010.

     Pursuant to the registration rights agreement and under the circumstances set forth below, we and the guarantors of the notes will use commercially reasonable efforts to cause the SEC to declare effective a shelf registration statement with respect to the resale of the outstanding notes within the time periods specified in the registration rights agreement and to keep the shelf registration statement effective for up to two years after the effective date of the shelf registration statement. These circumstances include:

• if we determine that this exchange offer is not permitted because it would violate any applicable law or applicable interpretations of the staff of the SEC; or

• if for any other reason the exchange offer is not consummated within 360 days after the issuance date of the outstanding notes; or

• any holder notifies the Company prior to the 20^th business day following the consummation of the exchange offer that:

(A)	the holder is prohibited by law or SEC policy from participating in the exchange offer
(B)	the holder may not resell the exchange notes acquired by it in the exchange offer to the public without delivering a prospectus and the prospectus contained in the exchange offer registration statement is not appropriate or available for such resales by such holder; or
(C)	such holder is an initial purchaser and holds exchange notes acquired directly from the Company and any if its affiliates.

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     If we fail to comply with specified obligations under the registration rights agreement, we will be required to pay special interest to holders of the outstanding notes. These obligations include:

• the obligation to consummate the exchange offer within 360 days after the issuance date of the outstanding notes;

• the obligation to cause a shelf registration statement, if required, to be filed within the applicable timeframes required by the registration rights agreement;

• the obligation to cause a shelf registration statement, if required, to be declared effective within the applicable timeframes required by the registration rights agreement; and

• the obligation to keep the exchange offer registration statement or the shelf registration statement, as the case may be, effective and usable for its intended purpose, during the periods specified in the registration rights agreement.

     If you wish to exchange your outstanding notes for exchange notes in the exchange offer, you will be required to make the following written representations:

• you are not our “affiliate” or an “affiliate” of any guarantor of the notes;

• you are not engaged in, and do not intend to engage in, a distribution of the exchange notes; and

• you will acquire the exchange notes in the ordinary course of your business.

     Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where the broker-dealer acquired the outstanding notes as a result of market-making activities or other trading activities, must acknowledge that (i) it has not entered into any arrangement or understanding with the Company or an affiliate of the Company to distribute such exchange notes and (ii) it will deliver a prospectus, as required by law, in connection with any resale of such exchange notes. See “Plan of Distribution.” Any broker-dealer who holds outstanding securities acquired for its own account as a result of market-making activities or other trading activities and who receives exchange notes in exchange for such outstanding notes pursuant to the exchange offer, may be considered an underwriter; however, by so acknowledging and delivering a prospectus, such broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

Resale of Exchange Notes

     Based on interpretations by the SEC set forth in no-action letters issued to third parties, we believe that you may resell or otherwise transfer exchange notes issued in the exchange offer without complying with the registration and prospectus delivery provisions of the Securities Act, if:

• you are acquiring the exchange notes in the ordinary course of your business;

• you do not have an arrangement or understanding with any person to participate in a distribution of the exchange notes;

• you are not our “affiliate” or an “affiliate” of any guarantor of the notes as defined by Rule 405 of the Securities Act; and

• you are not engaged in, and do not intend to engage in, a distribution of the exchange notes.

     If you are our “affiliate,” or are engaging in, or intend to engage in, or have any arrangement or understanding with any person to participate in, a distribution of the exchange notes, or are not acquiring the exchange notes in the ordinary course of your business, then:

• you cannot rely on the position of the SEC set forth in Morgan Stanley & Co. Incorporated (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC’s letter to Shearman & Sterling, dated July 2, 1993, or similar no-action letters; and

• in the absence of an exception from the position stated immediately above, you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes.

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     This prospectus may be used for an offer to resell, or for the resale or other transfer of exchange notes only as specifically set forth in this prospectus. With regard to broker-dealers, only broker-dealers that acquired the outstanding notes as a result of market-making activities or other trading activities may participate in the exchange offer. Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities must acknowledge that it has not entered into any arrangement or understanding with the Company or an affiliate of the Company to distribute such exchange notes and that it will deliver a prospectus in connection with any resale of the exchange notes. Please read “Plan of Distribution” for more details regarding the transfer of exchange notes. Any broker-dealer who holds outstanding securities acquired for its own account as a result of market-making activities or other trading activities and who receives exchange notes in exchange for such outstanding notes pursuant to the exchange offer, may be considered an underwriter; however, by so acknowledging and delivering a prospectus, such broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

Terms of the Exchange Offer

     On the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal, we will accept for exchange in the exchange offer any outstanding notes that are validly tendered and not validly withdrawn prior to the expiration date. Outstanding notes may only be tendered in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000; provided, that the untendered portion of any outstanding note must be in a minimum denomination of $2,000. We will issue $2,000 principal amount or an integral multiple of $1,000 of exchange notes in exchange for a corresponding principal amount of outstanding notes surrendered in the exchange offer. In exchange for each outstanding note surrendered in the exchange offer, we will issue exchange notes with a like principal amount.

     The form and terms of the exchange notes will be identical in all material respects to the form and terms of the outstanding notes, except that the exchange notes will be registered under the Securities Act and will not contain terms with respect to transfer restrictions, registration rights and additional payments upon a failure to fulfill certain of our obligations under the registration rights agreement. The exchange notes will be issued under and entitled to the benefits of the indenture that authorized the issuance of the outstanding notes. For a description of the indenture, see “Description of the Notes.”

     The exchange offer is not conditioned upon any minimum aggregate principal amount of outstanding notes being tendered for exchange.

     As of the date of this prospectus, $400,000,000 aggregate principal amount of the 6.625% Senior Notes due 2020 is outstanding. This prospectus and the letter of transmittal is being sent to all registered holders of outstanding notes. There will be no fixed record date for determining registered holders of outstanding notes entitled to participate in the exchange offer.

     We intend to conduct the exchange offer in accordance with the provisions of the registration rights agreement, the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC. Outstanding notes that are not tendered for exchange in the exchange offer will remain outstanding and continue to accrue interest and will be entitled to the rights and benefits that such holders have under the indenture relating to such holders’ outstanding notes and the registration rights agreement, except we will not have any further obligations to provide for the registration of the outstanding notes under the registration rights agreement.

     We will be deemed to have accepted for exchange properly tendered outstanding notes when we have given written notice of the acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders for the purposes of receiving the exchange notes from us and delivering exchange notes to holders. Subject to the terms of the registration rights agreement, we expressly reserve the right to amend or terminate the exchange offer and to refuse to accept outstanding notes for exchange upon the occurrence of any of the conditions specified below under "—Conditions to the Exchange Offer.”

     If you tender your outstanding notes in the exchange offer, you will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of outstanding notes. We will pay all charges and expenses, other than certain applicable taxes described below, in connection with the exchange offer. It is important that you read “—Fees and Expenses” below for more details regarding fees and expenses incurred in the exchange offer.

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Expiration Date, Extensions and Amendments

     As used in this prospectus, the term “expiration date” means 11:59 p.m., New York City time, on      , 2011. However, if we, in our sole discretion, extend the period of time for which the exchange offer is open, the term “expiration date” will mean the latest time and date to which we shall have extended the expiration of such exchange offer.

     To extend the period of time during which an exchange offer is open, we will notify the exchange agent of any extension by written notice, followed by notification by press release or other public announcement to the registered holders of the outstanding notes no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

     We reserve the right, in our sole discretion:

• to delay accepting for exchange any outstanding notes (only in the case that we amend or extend the exchange offer);

• to extend the exchange offer or to terminate the exchange offer if any of the conditions set forth below under “—Conditions to the Exchange Offer” have not been satisfied by giving written notice of such delay, extension or termination to the exchange agent; and

• subject to the terms of the registration rights agreement, to amend the terms of the exchange offer in any manner. In the event of a material change in the exchange offer, including the waiver of a material condition, we will extend the offer period, if necessary, so that at least five business days remain in such offer period following notice of the material change.

     Any delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by written notice to the registered holders of the outstanding notes. If we amend an exchange offer in a manner that we determine to constitute a material change, we will promptly disclose the amendment in a manner reasonably calculated to inform the holders of applicable outstanding notes of that amendment.

Conditions to the Exchange Offer

     Despite any other term of the exchange offer, we will not be required to accept for exchange, or to issue exchange notes in exchange for, any outstanding notes, and we may terminate or amend the exchange offer as provided in this prospectus prior to the expiration date if in our reasonable judgment:

• the exchange offer, or the making of any exchange by a holder, violates any applicable law or interpretation of the SEC;

• any action or proceeding has been instituted or threatened in writing in any court or by or before any governmental agency with respect to the exchange offer that, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offer.

     In addition, we will not be obligated to accept for exchange the outstanding notes of any holder that has not made to us:

• the representations described under “—Purpose and Effect of the Exchange Offer” and “—Procedures for Tendering Outstanding Notes” and “Plan of Distribution;” and

• any other representations as may be reasonably necessary under applicable SEC rules, regulations, or interpretations to make available to us an appropriate form for registration of the exchange notes under the Securities Act.

     We expressly reserve the right at any time or at various times to extend the period of time during which the exchange offer is open. Consequently, we may delay acceptance of any outstanding notes by giving oral or written notice of such extension to their holders. We will return any outstanding notes that we do not accept for exchange

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for any reason without expense to their tendering holder promptly after the expiration or termination of the exchange offer.

     We expressly reserve the right to amend or terminate the exchange offer and to reject for exchange any outstanding notes not previously accepted for exchange upon the occurrence of any of the conditions of the exchange offer specified above. We will give oral or written notice of any extension, amendment, non-acceptance or termination to the holders of the outstanding notes as promptly as practicable. In the case of any extension, such notice will be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

     These conditions are for our sole benefit, and we may assert them regardless of the circumstances that may give rise to them or waive them in whole or in part at any or at various times prior to the expiration date in our sole discretion. If we fail at any time to exercise any of the foregoing rights, this failure will not constitute a waiver of such right. Each such right will be deemed an ongoing right that we may assert at any time or at various times prior to the expiration date.

     In addition, we will not accept for exchange any outstanding notes tendered, and will not issue exchange notes in exchange for any such outstanding notes, if at such time any stop order is threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indenture under the Trust Indenture Act of 1939, as amended.

Procedures for Tendering Outstanding Notes

     To tender your outstanding notes in the exchange offer, you must comply with either of the following:

• complete, sign and date the letter of transmittal or a facsimile of the letter of transmittal, have the signature(s) on the letter of transmittal guaranteed if required by the letter of transmittal and mail or deliver such letter of transmittal or facsimile thereof to the exchange agent at the address set forth below under “—Exchange Agent—Notes” prior to the expiration date; or

• comply with DTC’s Automated Tender Offer Program procedures described below.

     In addition, you will comply with either of the following conditions:

• the exchange agent must receive certificates for outstanding notes along with the letter of transmittal prior to the expiration date;

• the exchange agent must receive a timely confirmation of book-entry transfer of outstanding notes into the exchange agent’s account at DTC according to the procedures for book-entry transfer described below including a properly transmitted agent’s message prior to the expiration date; or

• you must comply with the guaranteed delivery procedures described below.

     Your tender, if not withdrawn prior to the expiration date, constitutes an agreement between us and you upon the terms and subject to the conditions described in this prospectus and in the letter of transmittal.

     The method of delivery of outstanding notes, letters of transmittal and all other required documents to the exchange agent is at your election and risk. We recommend that instead of delivery by mail, you use an overnight or hand delivery service, properly insured. In all cases, you should allow sufficient time to assure timely delivery to the exchange agent before the expiration date. You should not send letters of transmittal or certificates representing outstanding notes to us. You may request that your broker, dealer, commercial bank, trust company or nominee effect the above transactions for you.

     If you are a beneficial owner whose outstanding notes are held in the name of a broker, dealer, commercial bank, trust company, or other nominee and you wish to tender your outstanding notes, you should promptly instruct the registered holder to tender outstanding notes on your behalf. If you wish to tender the outstanding notes yourself, you must, prior to completing and executing the letter of transmittal and delivering your outstanding notes, either:

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• make appropriate arrangements to register ownership of the outstanding notes in your name; or

• obtain a properly completed bond power from the registered holder of outstanding notes.

     The transfer of registered ownership may take considerable time and may not be able to be completed prior to the expiration date.

     Signatures on the letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, a commercial bank or trust company having an office or correspondent in the United States or another “eligible guarantor institution” within the meaning of Rule 17A(d)-15 under the Exchange Act unless the outstanding notes surrendered for exchange are tendered:

• by a registered holder of the outstanding notes who has not completed the box entitled “Special Registration Instructions” or “Special Delivery Instructions” on the letter of transmittal; or

• for the account of an eligible guarantor institution.

     If the letter of transmittal is signed by a person other than the registered holder of any outstanding notes listed on the outstanding notes, such outstanding notes must be endorsed or accompanied by a properly completed bond power. The bond power must be signed by the registered holder as the registered holder’s name appears on the outstanding notes and an eligible guarantor institution must guarantee the signature on the bond power.

     If the letter of transmittal or any certificates representing outstanding notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations, or others acting in a fiduciary or representative capacity, those persons should also indicate when signing and, unless waived by us, they should also submit evidence satisfactory to us of their authority to so act.

     The exchange agent and DTC have confirmed that any financial institution that is a participant in DTC’s system may use DTC’s Automated Tender Offer Program to tender. Participants in the program may, instead of physically completing and signing the letter of transmittal and delivering it to the exchange agent, electronically transmit their acceptance of the exchange by causing DTC to transfer the outstanding notes to the exchange agent in accordance with DTC’s Automated Tender Offer Program procedures for transfer. DTC will then send an agent’s message to the exchange agent. The term “agent’s message” means a message transmitted by DTC, received by the exchange agent and forming part of the book-entry confirmation, which states that:

• DTC has received an express acknowledgment from a participant in its Automated Tender Offer Program that is tendering outstanding notes that are the subject of the book-entry confirmation;

• the participant has received and agrees to be bound by the terms of the letter of transmittal, or in the case of an agent’s message relating to guaranteed delivery, that such participant has received and agrees to be bound by the notice of guaranteed delivery; and

• we may enforce that agreement against such participant.

     DTC is referred to herein as a “book-entry transfer facility.”

Acceptance of Exchange Notes

     In all cases, we will promptly issue exchange notes for outstanding notes that we have accepted for exchange under the exchange offer only after the exchange agent timely receives:

• outstanding notes or a timely book-entry confirmation of such outstanding notes into the exchange agent’s account at the book-entry transfer facility; and

• a properly completed and duly executed letter of transmittal and all other required documents or a properly transmitted agent’s message.

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     By tendering outstanding notes pursuant to the exchange offer, you will represent to us that, among other things:

• you are not our “affiliate” or an “affiliate” of any guarantor of the notes within the meaning of Rule 405 under the Securities Act;

• you do not have an arrangement or understanding with any person or entity to participate in a distribution of the exchange notes; and

• you are acquiring the exchange notes in the ordinary course of your business.

     In addition, each broker-dealer that is to receive exchange notes for its own account in exchange for outstanding notes must represent that such outstanding notes were acquired by that broker-dealer as a result of market-making activities or other trading activities and must acknowledge that it will deliver a prospectus that meets the requirements of the Securities Act in connection with any resale of the exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. See “Plan of Distribution.”

     Our interpretation of the terms and conditions of the exchange offer, including the letters of transmittal and the instructions to the letters of transmittal, and our resolution of all questions as to the validity, form, eligibility, including time of receipt, and acceptance of outstanding notes tendered for exchange will be final and binding on all parties. We reserve the absolute right to reject any and all tenders of any particular outstanding notes not properly tendered or to not accept any particular outstanding notes if the acceptance might, in our or our counsel’s judgment, be unlawful. We also reserve the absolute right to waive any defects or irregularities as to any particular outstanding notes prior to the expiration date.

     Unless waived, any defects or irregularities in connection with tenders of outstanding notes for exchange must be cured within such reasonable period of time as we determine. Neither we, the exchange agent, nor any other person will be under any duty to give notification of any defect or irregularity with respect to any tender of outstanding notes for exchange, nor will we or any of them incur any liability for any failure to give notification. Any outstanding notes received by the exchange agent that are not properly tendered and as to which the irregularities have not been cured or waived will be returned by the exchange agent to the tendering holder, unless otherwise provided in the letter of transmittal, promptly after the expiration date.

Book-Entry Delivery Procedures

     Promptly after the date of this prospectus, the exchange agent will establish an account with respect to the outstanding notes at DTC, as the book-entry transfer facility, for purposes of the exchange offer. Any financial institution that is a participant in the book-entry transfer facility’s system may make book-entry delivery of the outstanding notes by causing the book-entry transfer facility to transfer those outstanding notes into the exchange agent’s account at the facility in accordance with the facility’s procedures for such transfer. To be timely, book-entry delivery of outstanding notes requires receipt of a confirmation of a book-entry transfer, a “book-entry confirmation,” prior to the expiration date. In addition, although delivery of outstanding notes may be effected through book-entry transfer into the exchange agent’s account at the book-entry transfer facility, the letter of transmittal or a manually signed facsimile thereof, together with any required signature guarantees and any other required documents, or an “agent’s message,” as defined below, in connection with a book-entry transfer, must, in any case, be delivered or transmitted to and received by the exchange agent at its address set forth on the cover page of the letter of transmittal prior to the expiration date to receive exchange notes for tendered outstanding notes, or the guaranteed delivery procedure described below must be complied with. Tender will not be deemed made until such documents are received by the exchange agent. Delivery of documents to the book-entry transfer facility does not constitute delivery to the exchange agent.

     Holders of outstanding notes who are unable to deliver confirmation of the book-entry tender of their outstanding notes into the exchange agent’s account at the book-entry transfer facility or all other documents required by the letter of transmittal to the exchange agent prior to the expiration date must tender their outstanding notes according to the guaranteed delivery procedures described below.

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Guaranteed Delivery Procedures

     If you wish to tender your outstanding notes, but your outstanding notes are not immediately available or you cannot deliver your outstanding notes, the letter of transmittal or any other required documents to the exchange agent or comply with the procedures under DTC’s Automatic Tender Offer Program in the case of outstanding notes, prior to the expiration date, you may still tender if:

• the tender is made through an eligible guarantor institution;

• prior to the expiration date, the exchange agent receives from such eligible guarantor institution either a properly completed and duly executed notice of guaranteed delivery, by facsimile transmission, mail, or hand delivery or a properly transmitted agent’s message relating to the notice of guaranteed delivery, that (1) sets forth your name and address, the certificate number(s) of such outstanding notes and the principal amount of outstanding notes tendered; (2) states that the tender is being made thereby; and (3) guarantees that, within three New York Stock Exchange trading days after the expiration date, the letter of transmittal, or facsimile thereof, together with the outstanding notes or a book-entry confirmation (including an agent’s message), and any other documents required by the letter of transmittal, will be deposited by the eligible guarantor institution with the exchange agent; and

• the exchange agent receives the properly completed and executed letter of transmittal or facsimile thereof, as well as certificate(s) representing all tendered outstanding notes in proper form for transfer or a book-entry confirmation of transfer of the outstanding notes (including an agent’s message) into the exchange agent’s account at DTC and all other documents required by the letter of transmittal within three New York Stock Exchange trading days after the expiration date.

     Upon request, the exchange agent will send to you a notice of guaranteed delivery if you wish to tender your outstanding notes according to the guaranteed delivery procedures.

Withdrawal Rights

     Except as otherwise provided in this prospectus, you may withdraw your tender of outstanding notes at any time prior to 11:59 p.m., New York City time, on the expiration date. For a withdrawal to be effective:

• the exchange agent must receive a written notice, which may be by telegram, telex, facsimile or letter, of withdrawal at its address set forth below under “—Exchange Agent;” or

• you must comply with the appropriate procedures of DTC’s Automated Tender Offer Program system.

     Any notice of withdrawal must:

• specify the name of the person who tendered the outstanding notes to be withdrawn;

• identify the outstanding notes to be withdrawn, including the certificate numbers and principal amount of the outstanding notes; and

• where certificates for outstanding notes have been transmitted, specify the name in which such outstanding notes were registered, if different from that of the withdrawing holder.

     If certificates for outstanding notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of such certificates, you must also submit:

• the serial numbers of the particular certificates to be withdrawn; and

• a signed notice of withdrawal with signatures guaranteed by an eligible guarantor institution unless you are an eligible guarantor institution.

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     If outstanding notes have been tendered pursuant to the procedures for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn outstanding notes and otherwise comply with the procedures of the facility. We will determine all questions as to the validity, form, and eligibility, including time of receipt of notices of withdrawal and our determination will be final and binding on all parties. Any outstanding notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer. Any outstanding notes that have been tendered for exchange but that are not exchanged for any reason will be returned to their holder, without cost to the holder, or, in the case of book-entry transfer, the outstanding notes will be credited to an account at the book-entry transfer facility, promptly after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn outstanding notes may be retendered by following the procedures described under “—Procedures for Tendering Outstanding Notes” above at any time on or prior to the expiration date.

Exchange Agent

The Bank of New York Mellon Trust Company, N.A. has been appointed as the exchange agent for the exchange offer. The Bank of New York Mellon Trust Company, N.A., also acts as trustee under the indenture governing the notes. You should direct all executed letters of transmittal and all questions and requests for assistance with respect to exchange offer procedures, requests for additional copies of this prospectus or of the letters of transmittal, and requests for notices of guaranteed delivery to the exchange agent addressed as follows:

By Mail, Hand Delivery or Overnight Courier:
The Bank of New York Mellon Trust Company, N.A.
c/o The Bank of New York Mellon Corporation
Corporate Trust — Reorganization Unit
480 Washington Boulevard,
27th Floor
Jersey City, New Jersey 07310
Attn: David Mauer — Processor

(if by mail, registered or certified recommended)

By Facsimile:	To Confirm by Telephone:
212-298-1915	212-815-3687
Attn: Bondholder Communications	Attn: Bondholder Communications

     If you deliver the letter of transmittal to an address other than the one set forth above or transmit instructions via facsimile other than the one set forth above, that delivery or those instructions will not be effective.

Fees and Expenses

     The registration rights agreement provides that we will bear all expenses in connection with the performance of our obligations relating to the registration of the exchange notes and the conduct of the exchange offer. These expenses include registration and filing fees, accounting and legal fees and printing costs, among others. We will pay the exchange agent reasonable and customary fees for its services and reasonable out-of-pocket expenses. We will also reimburse brokerage houses and other custodians, nominees and fiduciaries for customary mailing and handling expenses incurred by them in forwarding this prospectus and related documents to their clients that are holders of outstanding notes and for handling or tendering for such clients.

     We have not retained any dealer manager in connection with the exchange offer and will not pay any fee or commission to any broker, dealer, nominee or other person, for soliciting tenders of outstanding notes pursuant to the exchange offer.

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Accounting Treatment

     We will record the exchange notes in our accounting records at the same carrying value as the outstanding notes, which is the aggregate principal amount as reflected in our accounting records on the date of exchange. Accordingly, we will not recognize any gain or loss for accounting purposes upon the consummation of the exchange offer. We will capitalize, as appropriate, the expenses of the exchange offer and amortize them over the life of the notes.

Transfer Taxes

     We will pay all transfer taxes, if any, applicable to the exchanges of outstanding notes under the exchange offer. The tendering holder, however, will be required to pay any transfer taxes, whether imposed on the registered holder or any other person, if:

• certificates representing outstanding notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be issued in the name of, any person other than the registered holder of outstanding notes tendered;

• tendered outstanding notes are registered in the name of any person other than the person signing the letter of transmittal; or

• a transfer tax is imposed for any reason other than the exchange of outstanding notes under the exchange offer.

     If satisfactory evidence of payment of such taxes is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed to that tendering holder.

     Holders who tender their outstanding notes for exchange notes will not be required to pay any transfer taxes. However, holders who instruct us to register exchange notes in the name of, or request that outstanding notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder will be required to pay any applicable transfer tax.

Consequences of Failure to Exchange

     If you do not exchange your outstanding notes for exchange notes under the exchange offer, your outstanding notes will remain subject to the restrictions on transfer of such outstanding notes:

• as set forth in the legend printed on the outstanding notes as a consequence of the issuance of the outstanding notes pursuant to the exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws; and

• as otherwise set forth in the offering memorandum distributed in connection with the private offering of the outstanding notes.

     In general, you may not offer or sell your outstanding notes unless they are registered under the Securities Act or if the offer or sale is exempt from registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreement, we do not intend to register resales of the outstanding notes under the Securities Act.

Other

     Participating in the exchange offer is voluntary, and you should carefully consider whether to accept. You are urged to consult your financial and tax advisors in making your own decision on what action to take.

     We may in the future seek to acquire untendered outstanding notes in open market or privately negotiated transactions, through subsequent exchange offers or otherwise. We have no present plans to acquire any outstanding notes that are not tendered in the exchange offer or to file a registration statement to permit resales of any untendered outstanding notes.

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DESCRIPTION OF THE EXCHANGE NOTES

     LifePoint issued the outstanding notes under the indenture dated as of September 23, 2010 (the “indenture”) among the Company, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., N.A. as trustee (the “Trustee”). The exchange notes will also be issued under the indenture. The exchange notes are part of the same series of notes previously issued under such indenture.

     The following description is a summary of certain provisions of the indenture, the exchange notes, and the guarantees. It does not restate the indenture, the exchange notes, or the guarantees in their entirety and is qualified in its entirety by reference to such documents. You may request copies of the indenture at LifePoint’s address set forth under “Where You Can Find More Information; Incorporation by Reference.”

     The definitions of certain capitalized terms used in the following summary are set forth below under “—Certain Definitions.” For purposes of this section, references to the Company include only LifePoint Hospitals Inc. and not its subsidiaries.

     The exchange notes will be issued only in fully registered book-entry form without coupons only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The exchange notes will be issued in the form of global notes, registered in the name of a nominee of DTC, New York, New York, as described under “Book-Entry Settlement and Clearance.”

     The registered Holder of a note will be treated as the owner of it for all purposes. Only registered Holders will have rights under the indenture.

Brief Description of the Notes and the Guarantees

The notes

     The notes:

• are senior unsecured obligations of LifePoint;

• are senior in right of payment to all existing and future obligations of LifePoint that are by their terms expressly subordinated or junior in right of payment to the notes, including our 3.5% Convertible Senior Subordinated Notes due 2014 and our 3.25% Convertible Senior Subordinated Debentures due 2025;

• are pari passu in right of payment with all existing and future unsubordinated obligations of LifePoint;

• are effectively junior to any of LifePoint’s existing and future secured obligations to the extent of the value of the assets securing such obligations; and

• are structurally subordinated to all existing and future obligations, including trade payables, of those LifePoint Subsidiaries that will not guarantee the notes.

The guarantees

     The notes will be unconditionally guaranteed by each of LifePoint’s Domestic Subsidiaries except the Excluded Subsidiaries.

     Each guarantee of the notes:

• is a senior unsecured obligation of the Guarantor;

• is senior in right of payment all existing and future obligations of that Guarantor that are expressly subordinated to its guarantee;

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• is pari passu in right of payment with all existing and future unsubordinated obligations of that Guarantor; and

• are effectively junior to any existing and future secured obligations of that Guarantor to the extent of the value of the assets securing such obligations.

     As of March 31, 2011, LifePoint and the Guarantors had approximately:

• $851.2 million of unsubordinated Indebtedness, $451.2 million of which was secured and would effectively rank senior to the notes and the Guarantees to the extent of the value of the collateral securing such Indebtedness; in addition, we would have had the ability to borrow an additional $1,268.9 million under our secured Credit Agreement, including $350.0 million available under our revolving credit facility thereunder, net of outstanding letters of credit of $31.1 million, and also including $950.0 million available under the uncommitted accordion features of our term loans and revolving loan thereunder that are subject to obtaining additional lender commitments and the satisfaction of other conditions; and

• $800.1 million of Subordinated Indebtedness, which may be refinanced with pari passu or secured Indebtedness under the terms of the indenture under certain circumstances;

     As of the date of this prospectus, substantially all of our Subsidiaries will be Restricted Subsidiaries, a portion of which are Excluded Subsidiaries and, therefore, will not provide Guarantees. Claims of creditors of the Excluded Subsidiaries, including trade creditors, secured creditors and creditors holding indebtedness and guarantees issued by the Excluded Subsidiaries, will have priority with respect to the assets and earnings of such Subsidiaries over the claims of creditors of LifePoint, including holders of the note. As of March 31, 2011, the Excluded Subsidiaries had total indebtedness of approximately $45.0 million. The Excluded Subsidiaries accounted for $80.3 million, or 9.0% of our total revenues for the three months ended March 31, 2011 and $358.8 million, or 8.4% of our assets (excluding intercompany receivables), and $45.0 million, or 2.0% of our liabilities (excluding intercompany liabilities) as of March 31, 2011.

Principal, Maturity and Interest

     LifePoint will issue the exchange notes in an aggregate principal amount of up to $400 million. LifePoint may issue additional notes from time to time after this offering. Any offering of additional notes is subject to the covenant described below under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock.” The notes and any additional notes of the same series subsequently issued under the indenture will be treated as a single class for all purposes under the indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. LifePoint will issue notes in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The notes will mature on October 1, 2020.

     Interest on the notes will accrue at the rate of 6.625% per annum. Interest on the notes will be payable semi-annually in arrears on April 1 and October 1, commencing on April 1, 2011. LifePoint will make each interest payment to the Holders of record at the close of business on the immediately preceding March 15 and September 15 (whether or not a business day).

     Interest on the notes will accrue from the date of original issuance or, if interest has already been paid or duly provided for from the date it was most recently paid or duly provided for. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Methods of Receiving Payments on the Notes

     If a Holder has given wire transfer instructions to LifePoint and the trustee at least 15 days prior to the applicable payment date, all principal, interest and premium on that Holder’s notes will be paid in accordance with those instructions, subject to surrender of the note in the case of payment of principal and premium. All payments of interest on notes will be made at the office or agency of the paying agent and registrar unless LifePoint elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holders.

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Paying Agent and Registrar for the Notes

     The trustee will initially act as paying agent and registrar. LifePoint may change the paying agent or registrar without prior notice to the Holders of the notes, and LifePoint or any of its Subsidiaries may act as paying agent or registrar.

Transfer and Exchange

     A Holder may transfer or exchange notes in accordance with the indenture. The registrar and the trustee may require a Holder to furnish appropriate endorsements and transfer documents in connection with a transfer of notes. Holders will be required to pay all taxes due on transfer. LifePoint is not required to transfer or exchange any note selected for redemption. Also, LifePoint is not required to transfer or exchange any note for a period of 15 days before a selection of notes to be redeemed.

Subsidiary Guarantees

     The notes will be guaranteed by each of LifePoint’s current and future Domestic Subsidiaries except the Excluded Subsidiaries. The Subsidiary Guarantees will be full and unconditional, and joint and several obligations of the Guarantors. Each Subsidiary Guarantee will be a senior unsecured obligation of that Guarantor. The obligations of each Guarantor under its Subsidiary Guarantee will be limited as necessary to prevent that Subsidiary Guarantee from constituting a fraudulent conveyance under applicable law. See “Risk Factors—Your ability to enforce the guarantees of the notes may be limited.”

     A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person, other than LifePoint or another Guarantor, unless:

     (1) immediately after giving effect to that transaction, no Default or Event of Default exists; and

     (2) subject to the provisions of the following paragraph, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under the indenture and its Subsidiary Guarantee pursuant to a supplemental indenture in form satisfactory to the trustee.

     The Subsidiary Guarantee of a Guarantor will be released, and any Person acquiring assets (including by way of merger or consolidation) or Capital Stock of a Guarantor shall not be required to assume the obligations of any such Guarantor:

     (1) in connection with any sale or other disposition of all or substantially all of the assets of such Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary, if the sale or other disposition complies with the first paragraph of the covenant described under “Repurchase at the Option of Holders—Asset Sales”;

     (2) in connection with any sale of the Capital Stock of such Guarantor to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary, if as a result of such sale such Guarantor ceases to be a Subsidiary of LifePoint and the sale complies with the first paragraph of the covenant described under “Repurchase at the Option of Holders—Asset Sales”;

     (3) if LifePoint designates such Guarantor to be an Unrestricted Subsidiary or an Excluded Subsidiary in accordance with the requirements of the indenture;

     (4) if such Guarantor is otherwise no longer obligated to provide a Subsidiary Guarantee pursuant to the indenture;

     (5) upon LifePoint’s exercise of its legal defeasance option or covenant defeasance option as described under “Legal Defeasance and Covenant Defeasance” below or if LifePoint’s obligations under the indenture and notes are discharged in accordance with the terms of the indenture; or

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     (6) pursuant to the covenant described below under the caption “—Certain Covenants—Covenant Suspension.”

Optional Redemption

     At any time prior to October 1, 2013, LifePoint may on any one or more occasions redeem up to 35% of the aggregate principal amount of the notes (including any additional notes) at a redemption price of 106.625% of the principal amount, plus accrued and unpaid interest, if any, to (but not including) the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that:

     (1) at least 65% of the aggregate principal amount of such notes remains outstanding immediately after the occurrence of such redemption (excluding notes held by LifePoint and its Subsidiaries); and

     (2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.

     At any time prior to October 1, 2015, LifePoint may redeem all or a part of the notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount thereof, plus the Applicable Redemption Premium and accrued and unpaid interest to (but not including) the redemption date.

     Except pursuant to the preceding two paragraphs, the notes will not be redeemable at LifePoint’s option prior to October 1, 2015. On or after October 1, 2015, LifePoint may redeem all or a part of the notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the notes redeemed, to (but not including) the applicable redemption date, if redeemed during the twelve-month period beginning on October 1 of the years indicated below:

Period	Redemption Price
2015		103.313	%
2016		102.208	%
2017		101.104	%
2018 and thereafter		100.000	%

Mandatory Redemption

     Except as set forth below under “—Repurchase at the Option of Holders,” LifePoint is not required to make mandatory redemption or sinking fund payments with respect to the notes.

Repurchase at the Option of Holders

     Change of control

     If a Change of Control occurs, unless LifePoint has exercised its right to redeem all of the notes as described above under “—Optional Redemption” by giving notice of such redemption to the holders of the notes, each Holder of notes will have the right to require LifePoint to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof; provided, that the unrepurchased portion of a note must be in a minimum denomination of $2,000) of that Holder’s notes pursuant to a Change of Control Offer on the terms set forth in the indenture. In the Change of Control Offer, LifePoint will offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount of notes repurchased plus accrued and unpaid interest, if any, on the notes repurchased, to (but not including) the date of purchase. Within 30 days following any Change of Control, LifePoint will mail a notice to each Holder stating the transaction or transactions that constitute the Change of Control and offering to repurchase notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the indenture and described in such notice. LifePoint will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the indenture, LifePoint will comply with the applicable securities laws and regulations and

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will not be deemed to have breached its obligations under the Change of Control provisions of the indenture by virtue of such conflict.

     On the Change of Control Payment Date, LifePoint will, to the extent lawful:

     (1) accept for payment all notes or portions of notes properly tendered pursuant to the Change of Control Offer;

     (2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all notes or portions of notes properly tendered; and

     (3) deliver or cause to be delivered to the trustee the notes properly accepted together with an officers’ certificate stating the aggregate principal amount of notes or portions of notes being purchased by LifePoint.

     The paying agent will promptly mail to each Holder of notes properly tendered the Change of Control Payment for such notes, and the trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new note equal in principal amount to any unpurchased portion of the notes surrendered, if any; provided that each new note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. LifePoint will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The provisions described above that require LifePoint to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of the indenture are applicable.

     LifePoint will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the indenture applicable to a Change of Control Offer made by LifePoint and purchases all notes properly tendered and not withdrawn under the Change of Control Offer. Any Change of Control Offer may be made in advance of, and conditioned on the consummation of, such Change of Control.

     A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.

     The definition of Change of Control includes a phrase relating to the direct or indirect sale, transfer, conveyance or other disposition of “all or substantially all” of the properties or assets of LifePoint and its Restricted Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a Holder of notes to require LifePoint to repurchase its notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of LifePoint and its Restricted Subsidiaries taken as a whole to another Person or group may be uncertain.

     Under clause (4) of the definition of Change of Control, a Change of Control will occur when a majority of LifePoint’s board of directors are not Continuing Directors. In a recent decision in connection with a proxy contest, the Delaware Court of Chancery held that the occurrence of a change of control under a similar indenture provision may nevertheless be avoided if the existing directors were to approve the slate of new director nominees (who would constitute a majority of the new board) as “continuing directors”, provided the incumbent directors give their approval in the good faith exercise of their fiduciary duties owed to the corporation and its stockholders. Therefore, in certain circumstances involving a significant change in the composition of LifePoint’s board of directors, including in connection with a proxy contest where LifePoint’s board of directors does not endorse a dissident slate of directors but approves them as Continuing Directors, holders of the notes may not be entitled to require LifePoint to make a Change of Control Offer.

     The Change of Control purchase feature of the notes may in certain circumstances make more difficult or discourage a sale or takeover of LifePoint and, thus, the removal of incumbent management. The Change of Control purchase feature is a result of negotiations between us and the initial purchasers. We have no present intention to engage in a transaction involving a Change of Control, although it is possible that we could decide to do so in the future. Subject to the limitations discussed below, we could, in the future, enter into certain other transactions,

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including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the indenture, but that could increase the amount of indebtedness outstanding at such time or otherwise affect our capital structure or credit ratings. Restrictions on our ability to incur additional Indebtedness are contained in the “Incurrence of Indebtedness and Issuance of Preferred Stock” covenant. Such restrictions can only be waived with the consent of the holders of a majority in principal amount of the notes then outstanding. Except for the limitations contained in such covenants, however, the indenture will not contain any covenants or provisions that may afford Holders protection in the event of a highly leveraged transaction. Future indebtedness that we may incur may contain prohibitions on the occurrence of certain events that would constitute a Change of Control or require the repurchase of such indebtedness upon a Change of Control. Moreover, the exercise by the holders of their right to require us to repurchase their notes could cause a default under such indebtedness, even if the Change of Control itself does not, due to the financial effect of such repurchase on us.

     The provisions under the indenture relative to our obligation to make an offer to repurchase the notes as a result of a Change of Control may be waived or modified with the consent of the holders of a majority in principal amount of the notes.

     Asset Sales

     LifePoint will not, and will not permit any of the Restricted Subsidiaries to, consummate an Asset Sale unless:

     (1) LifePoint (or a Restricted Subsidiary) receives consideration at the time of the Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of;

     (2) the fair market value is determined by LifePoint’s Board of Directors and evidenced by a resolution of the Board of Directors; and

     (3) at least 75% of the consideration received in the Asset Sale by LifePoint or such Restricted Subsidiary is in the form of cash, Cash Equivalents and/or Replacement Assets. For purposes of this provision, each of the following will be deemed to be cash:

     (a) any liabilities, as shown on LifePoint’s or any Restricted Subsidiary’s most recent balance sheet, of LifePoint or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the notes or any Subsidiary Guarantee) that are assumed by the transferee of any such assets and from which LifePoint or such Restricted Subsidiary is released from further liability;

     (b) any securities, notes or other obligations received by LifePoint or any such Restricted Subsidiary from such transferee that are converted by LifePoint or such Restricted Subsidiary into cash within 180 days of receipt, to the extent of the cash received in that conversion; and

     (c) any Designated Non-cash Consideration received by LifePoint or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed $50 million at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value).

     Within 365 days after the receipt of any Net Proceeds from an Asset Sale, LifePoint or a Restricted Subsidiary may apply those Net Proceeds at its option:

     (1) to repay, prepay, redeem or purchase (x) Indebtedness of LifePoint or any Guarantor that is not Subordinated Indebtedness or (y) any Indebtedness of a Restricted Subsidiary that is not a Guarantor;

     (2) to acquire all or substantially all of the assets of, or a majority of the Voting Stock of, another Permitted Business;

     (3) to make a capital expenditure;

     (4) to acquire Replacement Assets; or

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     (5) to acquire other long-term assets that are used or useful in a Permitted Business.

     LifePoint or the Restricted Subsidiary will be deemed to have complied with the immediately preceding sentence with respect to any such Net Proceeds if it enters into a binding agreement to make an acquisition or capital expenditure permitted pursuant to clause (2), (3), (4) or (5) of the immediately preceding sentence in an amount equal to such Net Proceeds within such 365 days; provided that, if the relevant acquisition or capital expenditure is not consummated or completed, as the case may be, within the later of (x) 365 days after the receipt of the relevant Net Proceeds and (y) 180 days after the date of such binding agreement, such Net Proceeds will constitute “Excess Proceeds.” Pending the final application of any Net Proceeds, LifePoint or the Restricted Subsidiary may temporarily invest the Net Proceeds in any manner that is not prohibited by the indenture.

     Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph will constitute Excess Proceeds. When the aggregate amount of Excess Proceeds exceeds $50 million, LifePoint will make an offer (an “Asset Sale Offer”) to all Holders of notes (and, at the option of LifePoint, to holders of any other Indebtedness of LifePoint or any Guarantor that is not Subordinated Indebtedness and/or any Indebtedness of any Restricted Subsidiary of LifePoint (collectively, “other indebtedness”)) to purchase the maximum principal amount of notes (and such other Indebtedness), in minimum denominations of $1,000 principal amount and in integral multiples of $1,000 in excess thereof; provided, that the unrepurchased portion of a note must be in a minimum denomination of $2,000, out of the Excess Proceeds at a purchase price of 100% of their principal amount (or, in the event such other Indebtedness was issued with significant original issue discount, 100% of the accreted value thereof) without premium, plus accrued but unpaid interest (or, in respect of such other Indebtedness, such lesser price, if any, as may be provided for by the terms of such Indebtedness) in accordance with the procedures (including prorating in the event of oversubscription) set forth in the indenture. To the extent that the aggregate amount of notes (and such other Indebtedness) tendered pursuant to such an offer is less than the Excess Proceeds, LifePoint may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of notes (and such other Indebtedness) surrendered by holders thereof exceeds the amount of Excess Proceeds, the trustee shall select the notes to be purchased in the manner described in the indenture. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

     LifePoint will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of the indenture, LifePoint will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of the indenture by virtue of such conflict.

     Selection and notice

     If less than all of the notes are to be redeemed at any time, the trustee will select notes for redemption on a pro rata basis, by lot or by such method as the trustee deems fair and appropriate.

     No notes of $2,000 or less can be redeemed in part. Notices of redemption will be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of notes to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the notes or a satisfaction and discharge of the indenture. Notices of redemption may be conditional upon the occurrence of certain events, including equity offerings.

     If any note is to be redeemed in part only, the notice of redemption that relates to that note will state the portion of the principal amount of that note that is to be redeemed. A new note in principal amount equal to the unredeemed portion of the original note will be issued in the name of the Holder of notes upon cancellation of the original note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on notes or portions of them called for redemption.

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Certain Covenants

     Covenant Suspension

     From and after the first date on which both (a) the notes are rated Investment Grade by each of Moody’s Investor Service, Inc. (“Moody’s”) and Standard & Poor’s Ratings Group (“S&P” and together with Moody’s the “Rating Agencies”) and (b) there shall not exist a Default or Event of Default under the indenture (the occurrence of the events described in the foregoing clauses (a) and (b) being collectively referred to as a “Covenant Suspension Event”), LifePoint and the Restricted Subsidiaries will no longer be subject to the covenants described below under the captions “—Repurchase at the Option of Holders—Asset Sales,” “—Restricted Payments,” “—Incurrence of Indebtedness and Issuance of Preferred Stock,” “—Liens,” “—Dividend and other Payment Restrictions Affecting Restricted Subsidiaries,” “—Limitation on Sale and Leaseback Transactions,” clause (4) of the first paragraph under “—Merger, Consolidation or Sale of Assets,” “—Transactions with Affiliates” and “—Additional Subsidiary Guarantees” (collectively, the “Suspended Covenants”); provided that, during the Suspension Period (as defined below), LifePoint and its Restricted Subsidiaries will be subject to the covenant described below under the caption “—Limitation on Secured Indebtedness”. Upon the occurrence of a Covenant Suspension Event (the “Suspension Date”), the Subsidiary Guarantees of each of the Guarantors will be automatically released.

     In the event that LifePoint and the Restricted Subsidiaries are not subject to the Suspended Covenants under the indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade rating or downgrade the rating assigned to the notes below an Investment Grade rating then, following the Reversion Date, LifePoint and the Restricted Subsidiaries will again be subject to the Suspended Covenants under the indenture and all required Subsidiary Guarantees will be reinstated and issued. Following the Reversion Date, LifePoint and its Restricted Subsidiaries will not be subject to the covenant described below under the caption “—Limitation on Secured Indebtedness.”

     The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall be reset at zero. In the event of any such reinstatement, no action taken or omitted to be taken by LifePoint or any of its Restricted Subsidiaries prior to such reinstatement will give rise to a Default or Event of Default under the indenture with respect to notes. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under the covenant described under the caption “—Restricted Payments” will be made as though such covenant had been in effect since the Issue Date and during the Suspension Period. For purposes of the “—Incurrence of Indebtedness and Issuance of Preferred Stock” covenant, all Indebtedness incurred, or Disqualified Stock or preferred stock issued, during the Suspension Period will be classified to have been incurred or issued pursuant to clause (2) of the second paragraph of such covenant. For purposes of the “—Liens” covenant, on the Reversion Date, any Lien securing Indebtedness, which Lien was permitted by the “—Limitation on Secured Indebtedness” covenant and did not require that a Lien be created for the benefit of note Holders pursuant to the requirements of the “—Limitation on Secured Indebtedness” covenant, shall be deemed to have been outstanding on the Issue Date so that it is classified as permitted under clause (5) of the definition of “Permitted Lien.” For purposes of the “—Dividend and other Payment Restrictions Affecting Restricted Subsidiaries” covenant, on the Reversion Date, any encumbrance or restriction on the ability of any Restricted Subsidiary described under clauses (1), (2) or (3) of the first paragraph thereof created, otherwise caused or permitted to exist or become effective during the Suspension Period shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (1) of the second paragraph of such covenant. For purposes of the “—Transactions with Affiliates” covenant, on the Reversion Date, any Affiliate Transaction entered into or permitted to exist during the Suspension Period shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (2) of the second paragraph of such covenant.

     In the event Moody’s or S&P is no longer in existence or issuing ratings, such organization may be replaced by a nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act) designated by LifePoint with notice to the trustee and the foregoing provisions will apply to the rating issued by the replacement rating agency.

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     Limitation on Secured Indebtedness

     During any Suspension Period, LifePoint will not, and will not permit any Subsidiary that is not an Excluded Subsidiary to, incur any Indebtedness secured by a Lien (other than a Permitted Lien) on any Principal Property or on any share of stock or Indebtedness of a Subsidiary without making effective provisions whereby LifePoint or such Restricted Subsidiary, as the case may be, will secure the notes equally and ratably with (or, if the Indebtedness to be secured by such Lien is subordinated in right of payment to the notes, prior to) the Indebtedness so secured until such time as such Indebtedness is no longer secured by a Lien, unless the aggregate amount of all Indebtedness secured by all such Liens (excluding any Permitted Lien) would not exceed 5% of Total Assets. Any Lien created for the benefit of the holders of the notes pursuant to the preceding sentence shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the initial Lien. For purposes of this “Limitation on Secured Indebtedness” covenant, “Excluded Subsidiary” shall include, in addition to any Subsidiary included within the meaning thereof, any Subsidiary that is an Unrestricted Subsidiary on the Suspension Date.

     Restricted Payments

     LifePoint will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

     (1) declare or pay any dividend or make any other payment or distribution on account of LifePoint’s or any Restricted Subsidiary’s Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving LifePoint or any of its Restricted Subsidiaries) or to the direct or indirect holders of LifePoint’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of LifePoint or to LifePoint or a Restricted Subsidiary);

     (2) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving LifePoint) any Equity Interests of LifePoint;

     (3) make any voluntary or optional payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Subordinated Indebtedness, except a payment of interest or principal at the Stated Maturity thereof or the purchase, redemption, defeasance, acquisition or retirement for value of any such Indebtedness within 365 days of the Stated Maturity thereof; or

     (4) make any Restricted Investment

(all such payments and other actions set forth in these clauses (1) through (4) above being collectively referred to as “Restricted Payments”), unless, at the time of and after giving effect to such Restricted Payment:

     (1) no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment;

     (2) LifePoint would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described below under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock”; and

     (3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by LifePoint and its Restricted Subsidiaries after June 30, 2010 (excluding Restricted Payments permitted by clauses (2), (3), (4), (6), (7), (8), (9), (10), (12), (13), (14) and (15) of the next succeeding paragraph) is less than the sum, without duplication, of:

     (a) 50% of the Consolidated Net Income of LifePoint for the period (taken as one accounting period) from June 30, 2010 to the end of LifePoint’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit), plus

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     (b) 100% of the aggregate net cash proceeds received by LifePoint since June 30, 2010 as a contribution to its common equity capital or from the issue or sale of Equity Interests of LifePoint (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities that have been converted into or exchanged for such Equity Interests of LifePoint (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Restricted Subsidiary), plus

     (c) to the extent that any Restricted Investment that was made after June 30, 2010 is sold for cash or Cash Equivalents (or a combination thereof) or otherwise liquidated or repaid for cash or Cash Equivalents (or a combination thereof), the lesser of (i) the return of capital with respect to such Restricted Investment (less the cost of disposition, if any) and (ii) the initial amount of such Restricted Investment, plus

     (d) an amount equal to the sum of (x) the net reduction in Investments in Unrestricted Subsidiaries resulting from cash dividends, repayments of loans or advances or other transfers of assets, in each case to LifePoint or any Restricted Subsidiary from Unrestricted Subsidiaries, plus (y) the portion (proportionate to LifePoint’s equity interest in such Subsidiary) of the fair market value of the net assets of an Unrestricted Subsidiary at the time such Unrestricted Subsidiary is designated a Restricted Subsidiary, in each case since June 30, 2010 (provided, however, that the foregoing sum shall not exceed, in the case of any Unrestricted Subsidiary, the amount of Investments made since June 30, 2010 by LifePoint or any Restricted Subsidiary that were treated as Restricted Payments, and provided, further, that no amount will be included under this clause (d) to the extent it is already included in clauses (a), (b) or (c) above).

     The preceding provisions will not prohibit:

     (1) the payment of any dividend within 60 days after the date of declaration of the dividend, if at the date of declaration the dividend payment would have complied with the provisions of the indenture;

     (2) the redemption, repurchase, retirement, defeasance or other acquisition of any Subordinated Indebtedness of LifePoint or any Restricted Subsidiary or of any Equity Interests of LifePoint in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary) of, Equity Interests of LifePoint (other than Disqualified Stock);

     (3) the defeasance, redemption, repurchase or other acquisition of Subordinated Indebtedness of LifePoint or any Restricted Subsidiary with the net cash proceeds from an incurrence of (a) Permitted Refinancing Indebtedness or (b) any other Indebtedness to the extent that the Consolidated Senior Leverage Ratio for LifePoint’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such Indebtedness other than Subordinated Indebtedness is incurred is less than 4.5 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if such Indebtedness had been incurred at the beginning of such four-quarter period;

     (4) the payment of any dividend or similar distribution by a Restricted Subsidiary to the holders of its Equity Interests on a pro rata basis;

     (5) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of LifePoint or any Restricted Subsidiary held by any officer, director or employee of LifePoint or any Subsidiary of LifePoint in connection with any management equity subscription agreement, any compensation, retirement, disability, severance or benefit plan or agreement, any stock option or incentive plan or agreement, any employment agreement or any other similar plans or agreements; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed $15 million in any calendar year (with unused amounts in any calendar year being carried over to succeeding years);

     (6) the repurchase of Equity Interests deemed to occur upon the exercise of stock options or stock appreciation rights or the lapsing of restrictions on restricted stock, to the extent such Equity Interests represent a portion of the exercise price of those stock options or stock appreciation rights or the withholding taxes payable in connection with such stock options, stock appreciation rights or restricted stock;

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     (7) the repurchase of any class of Capital Stock of a Restricted Subsidiary (other than Disqualified Stock) if such repurchase is made pro rata among all holders of such class of Capital Stock;

     (8) the payment of any scheduled dividend or similar distribution, and any scheduled repayment of the stated amount, liquidation preference or any similar amount at final maturity or on any scheduled redemption or repurchase date, in respect of any series of preferred stock or similar securities of LifePoint or any Restricted Subsidiary (including Disqualified Stock), provided that such series of preferred stock or similar securities was issued in compliance with the “—Incurrence of Indebtedness and Issuance of Preferred Stock” covenant;

     (9) payments in lieu of fractional shares;

     (10) the purchase of any Indebtedness that is subordinate to the notes at a purchase price no greater than 101% of the principal amount thereof in the event of a Change of Control in accordance with provisions similar to those described under the caption “—Repurchase at the Option of Holders—Change of control”; provided that prior to such purchase LifePoint has made the Change of Control Offer as provided in such section and has purchased all notes validly tendered for payment in connection with such Change of Control Offer;

     (11) payments or distributions to dissenting stockholders pursuant to applicable law in connection with any merger, consolidation or disposition in accordance with the terms of the indenture;

     (12) the purchase, redemption, cancellation or other retirement for a nominal value per right of any rights granted to holders of LifePoint common stock pursuant to a shareholder rights plan;

     (13) the repurchase, redemption or other acquisition of Disqualified Stock of LifePoint or any of its Restricted Subsidiaries in exchange for or out of the proceeds of a substantially concurrent offering of, Disqualified Stock of LifePoint; and

     (14) the repurchase of Equity Interests of LifePoint in an aggregate amount not to exceed $225 million; and

     (15) additional Restricted Payments pursuant to this clause (15) in an aggregate amount not to exceed $300 million at the time of such Restricted Payment (with each such Restricted Payment being valued as of the date made and without regard to subsequent changes in value);

provided, that at the time of, and after giving effect to, any Restricted Payment permitted under subclause (b) of clause 3 and clause (15) above, no Default has occurred and is continuing or would be caused thereby.

     The amount of all Restricted Payments (other than cash) will be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by LifePoint or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any assets or securities that are required to be valued by this covenant will be determined by the Board of Directors of LifePoint in good faith, whose determination with respect thereto will be conclusive.

     For purposes of determining compliance with this “Restricted Payments” covenant, in the event that a Restricted Payment meets the criteria of more than one of the categories of Restricted Payments described in clauses (1) through (15) above, or is entitled to be incurred pursuant to the first paragraph of this covenant, LifePoint will be entitled to classify such Restricted Payment (or portion thereof) on the date of its payment or later reclassify such Restricted Payment (or portion thereof) in any manner that complies with this covenant.

     Incurrence of Indebtedness and Issuance of Preferred Stock

     LifePoint will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), and LifePoint will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that LifePoint and any Restricted Subsidiary may incur Indebtedness (including Acquired Debt) and LifePoint may issue Disqualified Stock and any Restricted Subsidiary may issue preferred stock (including Disqualified Stock) if the Fixed Charge Coverage Ratio for LifePoint’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional

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Indebtedness is incurred or such Disqualified Stock or preferred stock is issued would have been at least 2.0 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or preferred stock had been issued, as the case may be, at the beginning of such four-quarter period.

     The first paragraph of this covenant will not prohibit the following (collectively, “Permitted Debt”):

     (1) the incurrence by LifePoint and its Restricted Subsidiaries of additional Indebtedness and letters of credit under Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of LifePoint and its Restricted Subsidiaries thereunder) not to exceed $1,000 million (less the aggregate principal amount of Indebtedness incurred by Securitization Subsidiaries and then outstanding pursuant to clause (17) of this paragraph);

     (2) Existing Indebtedness;

     (3) the incurrence by LifePoint and the Guarantors of Indebtedness represented by (a) the notes and the related Subsidiary Guarantees to be issued on the Issue Date and (b) the Exchange Notes and the Exchange Subsidiary Guarantees to be issued pursuant to the indenture in exchange for the notes and the Subsidiary Guarantees in accordance with the terms of the Registration Rights Agreement;

     (4) the incurrence by LifePoint or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of LifePoint or such Subsidiary, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (4), not to exceed the greater of $100 million and 2.5% of Total Assets at any time outstanding;

     (5) the incurrence by LifePoint or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease, or refund Indebtedness (other than intercompany Indebtedness) that was permitted by the indenture to be incurred under the first paragraph of this covenant or clauses (2), (3), (4), (12), (13), (15), (26) or this clause (5) of this paragraph;

     (6) the incurrence by LifePoint or any of its Restricted Subsidiaries of intercompany Indebtedness or the issuance of Disqualified Stock or Preferred Stock between or among LifePoint and any of its Restricted Subsidiaries; provided, however, that (a) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness, Disqualified Stock or Preferred Stock being held by a Person other than LifePoint or a Restricted Subsidiary and (b) any sale or other transfer of any such Indebtedness, Disqualified Stock or Preferred Stock to a Person that is not either LifePoint or a Restricted Subsidiary, will be deemed, in each case, to constitute an incurrence of such Indebtedness, Disqualified Stock or Preferred Stock by LifePoint or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6);

     (7) the incurrence by LifePoint or any of its Restricted Subsidiaries of Hedging Obligations that are incurred for the purpose of fixing or hedging (a) interest rate risk with respect to any Indebtedness that is permitted by the terms of the indenture to be outstanding or (b) exchange rate risk with respect to obligations under any agreement or Indebtedness, or with respect to any asset, of such Person that is payable or denominated in a currency other than U.S. Dollars;

     (8) the guarantee by LifePoint or any of the Restricted Subsidiaries of Indebtedness of LifePoint or a Restricted Subsidiary that was permitted to be incurred by another provision of this covenant;

     (9) the accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on preferred stock (including Disqualified Stock) in the form of additional shares of the same class of preferred stock (including Disqualified Stock) will not be deemed to be an incurrence of Indebtedness or an issuance of

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preferred stock (including Disqualified Stock) for purposes of this covenant; provided, in each such case, that the amount thereof is included in Fixed Charges of LifePoint as accrued;

     (10) Indebtedness of LifePoint or any Restricted Subsidiary consisting of guarantees, indemnities, hold backs or obligations in respect of purchase price adjustments in connection with the acquisition or disposition of assets, including, without limitation, shares of Capital Stock of Restricted Subsidiaries, or contingent payment obligations incurred in connection with the acquisition or disposition of assets which are contingent on the performance of the assets acquired or disposed of;

     (11) Indebtedness represented by (a) letters of credit for the account of LifePoint or any Restricted Subsidiary or (b) other obligations to reimburse third parties pursuant to any surety bond or other similar arrangements, to the extent that such letters of credit and other obligations, as the case may be, are intended to provide security for workers’ compensation claims, payment obligations in connection with self-insurance, in connection with participation in government reimbursement or other programs or other similar requirements in the ordinary course of business;

     (12) the incurrence by LifePoint or any Restricted Subsidiary of Indebtedness to the extent the proceeds thereof are used to purchase notes pursuant to a Change of Control Offer or to defease or discharge notes in accordance with the terms of the indenture;

     (13) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of incurrence;

     (14) Indebtedness incurred in the ordinary course of business in connection with cash pooling arrangements, cash management and other Indebtedness incurred in the ordinary course of business in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management and deposit accounts;

     (15) Indebtedness consisting of (a) the financing of insurance premiums or (b) take or pay obligations in supply agreements, in each case in the ordinary course of business;

     (16) Indebtedness of LifePoint and its Subsidiaries representing the obligation of such Person to make payments with respect to the cancellation or repurchase of Capital Stock of officers, employees or directors (or their estates) of LifePoint or such Subsidiaries pursuant to the terms of employment, severance or termination agreements, benefit plans or similar documents;

     (17) Indebtedness incurred by a Securitization Subsidiary in connection with a Qualified Securitization Transaction that is not recourse with respect to LifePoint and its Restricted Subsidiaries; provided, however, that in the event such Securitization Subsidiary ceases to qualify as a Securitization Subsidiary or such Indebtedness becomes recourse to LifePoint or any of its Restricted Subsidiaries, such Indebtedness will, in each case, be deemed to be, and must be classified by LifePoint as, incurred at such time (or at the time initially incurred) under one more of the other provisions of this covenant;

     (18) the disposition of accounts receivable in connection with receivables factoring arrangements in the ordinary course of business;

     (19) unsecured Indebtedness in respect of obligations of LifePoint or any of its Restricted Subsidiaries to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; provided that such obligations are incurred in connection with open accounts extended by suppliers on customary trade terms (which require that all such payments be made within 60 days after the incurrence of the related obligations) in the ordinary course of business;

     (20) Indebtedness representing deferred compensation to employees of LifePoint or any of its Restricted Subsidiaries incurred in the ordinary course of business;

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     (21) reimbursement obligations with respect to letters of credit, bank guarantees, warehouse receipts or similar instruments issued in the ordinary course of business, and Indebtedness of LifePoint in respect of letters of credit issued by LifePoint for its own account or for the account of any of its Restricted Subsidiaries;

     (22) Indebtedness arising from any Sale and Leaseback Transaction, provided that the principal amount of any Indebtedness incurred pursuant to this clause may not exceed (a) $35 million less (b) the aggregate amount of Permitted Refinancing Indebtedness incurred to refinance Indebtedness incurred pursuant to this clause;

     (23) Physician Support Obligations incurred by LifePoint or any Restricted Subsidiary;

     (24) Indebtedness incurred on behalf of or representing Guarantees of Indebtedness of Permitted Joint Ventures of LifePoint or any Restricted Subsidiary not in excess of $35 million at any one time outstanding;

     (25) the incurrence by LifePoint or any of its Restricted Subsidiaries of additional Indebtedness (which may include, but is not limited to, Indebtedness of the types referred to in the foregoing clauses (1) through (24) and clause (26)) in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (26), not to exceed the greater of $200 million and 5.0% of Total Assets; and

     (26) Indebtedness of a Restricted Subsidiary outstanding on the date on which such Restricted Subsidiary was acquired by LifePoint or otherwise became a Restricted Subsidiary (other than Indebtedness incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of transactions pursuant to which such Restricted Subsidiary became a Subsidiary of LifePoint or was otherwise acquired by LifePoint), provided that after giving effect thereto, (a) LifePoint would be permitted to incur at least $1 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test in the first paragraph above, or (b) the Fixed Charge Coverage Ratio would be no worse than immediately prior thereto.

     For purposes of determining compliance with this “Incurrence of Indebtedness and Issuance of Preferred Stock” covenant, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (26) above, or is entitled to be incurred pursuant to the first paragraph of this covenant, LifePoint will be permitted to classify and reclassify such item of Indebtedness in any manner that complies with this covenant. Indebtedness under Credit Facilities outstanding on the date on which notes are first issued and authenticated under the indenture will be deemed to have been incurred on such date in reliance on the exception provided by clause (1) of the definition of Permitted Debt.

     Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that may be incurred pursuant to this covenant will not be deemed to be exceeded with respect to any Indebtedness solely as a result of fluctuations in exchange rates or currency values.

     Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness that is otherwise included in the determination of particular amount of Indebtedness shall not be included in the determination of such amount of Indebtedness; provided that the incurrence of the Indebtedness represented by such guarantee or letter of credit, as the case may be, was in compliance with this covenant.

     Liens

     LifePoint will not, and will not permit any Restricted Subsidiary to, directly or indirectly, issue, assume or guarantee any Indebtedness secured by any Lien (other than a Permitted Lien) on any property or asset now owned or hereafter acquired by LifePoint or such Restricted Subsidiary without making effective provision whereby any and all notes then or thereafter outstanding will be secured by a Lien equally and ratably with or prior to any and all other obligations thereby secured for so long as any such obligations shall be so secured. Any Lien created for the benefit of the holders of the notes pursuant to the preceding sentence shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the initial Lien.

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     Dividend and other Payment Restrictions Affecting Restricted Subsidiaries

     LifePoint will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

     (1) pay dividends or make any other distributions on its Capital Stock to LifePoint or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to LifePoint or any of its Restricted Subsidiaries;

     (2) make loans or advances to LifePoint or any of its Restricted Subsidiaries; or

     (3) transfer any of its properties or assets to LifePoint or any of its Restricted Subsidiaries.

     However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

     (1) agreements governing Existing Indebtedness and Credit Facilities or other agreements as in effect on the Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date;

     (2) the indenture, the notes, the Subsidiary Guarantees, the Exchange Notes and the Exchange Subsidiary Guarantees;

     (3) applicable law;

     (4) any instrument governing Indebtedness or Capital Stock of a Person, or such encumbrances or restrictions with respect to other property or assets, in any case acquired by LifePoint or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such encumbrances or restrictions relate to Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the indenture to be incurred;

     (5) customary non-assignment provisions in leases, licences and other agreements entered into in the ordinary course of business;

     (6) purchase money obligations or Capital Lease Obligations for property acquired or leased in the ordinary course of business that impose restrictions on that property or the assets otherwise subject thereto of the nature described in clause (3) of the preceding paragraph;

     (7) any agreement for the sale or other disposition of a Restricted Subsidiary or any assets thereof that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;

     (8) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

     (9) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of the covenant described above under the caption “—Liens”;

     (10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business;

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     (11) restrictions imposed in connection with a financing transaction involving a sale or other disposition of accounts receivable and related assets (including, without limitation, in connection with a securitization or similar financing) or in connection with a financing involving a subsidiary trust or similar financing vehicle that is permitted by the covenant described above under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock”, provided, that such restrictions do not materially adversely affect LifePoint’s ability to pay interest and principal on the notes when due;

     (12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business or imposed by governmental agencies or authorities;

     (13) in the case of clause (3) of the preceding paragraph, encumbrances or restrictions arising or agreed to in the ordinary course of business, not relating to Indebtedness and that do not materially detract from the value of the property or assets of LifePoint and its Restricted Subsidiaries; and

     (14) encumbrances or restrictions contained in the terms of Indebtedness if the encumbrance or restriction is not materially more disadvantageous to Holders than is customary in comparable financings and will not materially affect LifePoint’s ability to make principal or interest payments on the notes (in each case determined by LifePoint in good faith); and

     (15) agreements with respect to Insurance Subsidiaries or with respect to securities thereof, in each case in connection with the operation of any Insurance Subsidiary.

     Limitation on Sale and Leaseback Transactions

     LifePoint will not, and will not permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction with respect to any property or asset unless LifePoint or the Restricted Subsidiary would be entitled to:

     (1) incur Indebtedness in an amount equal to the Attributable Debt with respect to such Sale and Leaseback Transaction pursuant to the covenant described above under the caption “— Incurrence of Indebtedness and Issuance of Preferred Stock”; and

     (2) create a Lien on such property securing such Attributable Debt pursuant to the covenant described above under the caption “—Liens,”

     In which case, the corresponding Indebtedness and Lien will be deemed incurred pursuant to those provisions.

     Merger, Consolidation or Sale of Assets

     LifePoint may not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not LifePoint is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of LifePoint and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person; unless:

     (1) either: (a) LifePoint is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than LifePoint) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia;

     (2) the Person formed by or surviving any such consolidation or merger (if other than LifePoint) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of LifePoint under the notes and the indenture pursuant to a supplemental indenture in form reasonably satisfactory to the trustee;

     (3) immediately after such transaction, on a pro forma basis giving effect to such transaction or series of transactions (and treating any obligation of LifePoint or any Restricted Subsidiary incurred in connection with or as a result of such transaction or series of transactions as having been incurred at the time of such transaction), no Default or Event of Default exists; and

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     (4) except in the case of a transaction entered into to reincorporate LifePoint in another jurisdiction, LifePoint or the Person formed by or surviving any such consolidation or merger (if other than LifePoint), or to which such sale, assignment, transfer, conveyance or other disposition has been made, will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, (a) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described above under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock” or (b) have a Fixed Charge Coverage Ratio that is no worse than the Fixed Charge Coverage Ratio of LifePoint for such applicable four-quarter period without giving pro forma effect to such transactions and the related financing transactions.

     In addition, LifePoint may not, directly or indirectly, lease all or substantially all of the properties or assets of LifePoint and its Restricted Subsidiaries, taken as a whole, in one or more related transactions, to any other Person. This “Merger, Consolidation or Sale of Assets” covenant will not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among LifePoint and any of the Guarantors.

     Upon any consolidation or merger, or any sale, assignment, transfer, conveyance, transfer or other disposition of all or substantially all of the properties or assets of LifePoint and its Restricted Subsidiaries, taken as a whole, in accordance with the foregoing provisions, the successor Person formed by such consolidation or into which LifePoint is merged or to which such sale, assignment, transfer, conveyance or other disposition is made, shall succeed to, and be substituted for, and may exercise every right and power of, LifePoint under the indenture with the same effect as if such successor had been named as LifePoint therein. When a successor assumes all the obligations of its predecessor under the indenture and the notes following a consolidation or merger, or any sale, assignment, transfer, conveyance or other disposition of all or substantially all of the assets of the predecessor in accordance with the foregoing provisions, the predecessor shall be released from those obligations.

     Designation of Restricted and Unrestricted Subsidiaries

     The Board of Directors of LifePoint may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by LifePoint and its Restricted Subsidiaries in the Subsidiary so designated will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under the first paragraph of the covenant described above under the caption “—Restricted Payments” or Permitted Investments, as determined by LifePoint. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of LifePoint may re-designate any Unrestricted Subsidiary to be a Restricted Subsidiary if the redesignation would not cause a Default. As of the Issue Date, our Subsidiary, Life Indemnity, LTD, is an Unrestricted Subsidiary.

     Transactions with Affiliates

     LifePoint will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each, an “Affiliate Transaction”), unless:

     (1) the Affiliate Transaction is on terms that are no less favorable to LifePoint or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by LifePoint or such Restricted Subsidiary with an unrelated Person; and

     (2) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $30 million LifePoint delivers to the trustee a resolution of LifePoint’s Board of Directors set forth in an officers’ certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the disinterested members of LifePoint’s Board of Directors, or an opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing in the United States.

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     The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

     (1) directors’ fees, indemnification and similar arrangements, consulting fees, employee salaries, bonuses or employment agreements, compensation, retirement, disability, severance or employee benefit arrangements and incentive arrangements with, and loans and advances to, any officer, director or employee in the ordinary course of business,

     (2) performance of all agreements in existence on the Issue Date and any modification thereto or any transaction contemplated thereby in any replacement agreement therefor so long as such modification or replacement is not materially more disadvantageous to LifePoint or any of its Restricted Subsidiaries than the original agreement in effect on the Issue Date;

     (3) transactions in connection with a financing transaction involving a sale or other disposition of accounts receivable and related assets (including, without limitation, in connection with a securitization or similar financing) or in connection with a financing involving a subsidiary trust or similar financing vehicle that is permitted by the covenant described above under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock”;

     (4) transactions in the ordinary course of business with any joint venture that is otherwise permitted by the indenture; provided, that such joint venture is between and among LifePoint and/or any of its Subsidiaries on the one hand and third parties that are not otherwise Affiliates of LifePoint on the other hand;

     (5) transactions between or among LifePoint and/or its Restricted Subsidiaries;

     (6) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of LifePoint solely because LifePoint or a Restricted Subsidiary owns an Equity Interest in, or controls, such Person;

     (7) sales of Equity Interests (other than Disqualified Stock) to Affiliates of LifePoint and the granting of registration and other customary rights in connection therewith;

     (8) Restricted Payments and Permitted Investments that are permitted by the provisions of the indenture described above under the caption “—Restricted Payments”;

     (9) transactions complying with the covenant described above under the caption “—Merger, Consolidation or Sale of Assets”;

     (10) pledges of Equity Interests of Unrestricted Subsidiaries;

     (11) any transaction effected as part of a Qualified Securitization Financing; and

     (12) any transaction with an Insurance Subsidiary in the ordinary course of business.

     Additional Subsidiary Guarantees

     If LifePoint or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary after the Issue Date, then that newly acquired or created Domestic Subsidiary (other than an Excluded Subsidiary) will become a Guarantor and execute a supplemental indenture and deliver an opinion of counsel in form satisfactory to the trustee as promptly as possible after the end of the fiscal quarter in which it was acquired or created.

     Reports

     Whether or not required by the Commission, so long as any notes are outstanding, LifePoint will furnish to the Holders of notes and file with the Commission (unless the Commission will not accept such filing), within the time periods specified in the Commission’s rules and regulations:

     (1) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if LifePoint were required to file such Forms, including a

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“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by LifePoint’s certified independent accountants; and

     (2) all current reports that would be required to be filed with the Commission on Form 8-K if LifePoint were required to file such reports; provided, that any information accepted for filing with the Commission shall be deemed to have been furnished to Holders of the notes.

Events of Default and Remedies

     Each of the following is an Event of Default with respect to the notes:

     (1) default for 30 days in the payment when due of interest on the notes;

     (2) default in payment when due of the principal of, or premium, if any, on the notes (including the failure to repurchase notes pursuant to a Change of Control Offer or Asset Sale Offer);

     (3) failure by LifePoint or any of its Restricted Subsidiaries to comply with the covenants described above under the caption “—Certain Covenants—Merger, Consolidation or Sale of Assets;”

     (4) failure by LifePoint or any of its Restricted Subsidiaries for 60 days after notice to comply with any of the other agreements in the indenture;

     (5) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by LifePoint or any of its Restricted Subsidiaries (or the payment of which is guaranteed by LifePoint or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the Issue Date, if that default:

     (a) is caused by a failure to pay principal of such Indebtedness at its final stated maturity after giving effect to any grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or

     (b) results in the acceleration of such Indebtedness prior to its express maturity,

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $25 million or more;

     (6) failure by LifePoint or any of its Restricted Subsidiaries to pay final, non-appealable judgments aggregating in excess of $25 million that are not covered by insurance or as to which an insurer has not acknowledged coverage in writing, which judgments are not paid, discharged or stayed for a period of 60 days;

     (7) except as permitted by the indenture, any Subsidiary Guarantee of a Significant Subsidiary of notes shall be held in any final, non-appealable judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor that is a Significant Subsidiary, or any Person acting on behalf of any such Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee for the notes; and

     (8) certain events of bankruptcy or insolvency described in the indenture with respect to LifePoint or any of its Restricted Subsidiaries that is a Significant Subsidiary.

A Default under clause (4) is not an Event of Default in respect of the notes until the trustee or the Holders of at least 25% in principal amount of the notes then outstanding notify LifePoint and the trustee (in the case of a notice given by holders) of the Default and LifePoint does not cure such default within the time specified after receipt of such notice. Such notice must specify the Default, demand that it be remedied and state that such notice is a “Notice of Default.”

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     In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to LifePoint, all outstanding notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the trustee or the Holders of at least 25% in principal amount of the then outstanding notes may declare all the notes to be due and payable immediately.

     Holders of the notes may not enforce the indenture or the notes except as provided in the indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding notes may direct the trustee in its exercise of any trust or power. The trustee may withhold from Holders of the notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal or interest.

     The Holders of a majority in aggregate principal amount of the notes then outstanding by notice to the trustee may on behalf of the Holders of all of the notes waive any existing Default or Event of Default and its consequences under the indenture except a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, the notes.

     LifePoint is required to deliver to the trustee annually a statement regarding compliance with the indenture. Upon becoming aware of any Default or Event of Default, LifePoint is required to deliver to the trustee a statement specifying such Default or Event of Default.

No Personal Liability of Directors, Officers, Employees and Stockholders

     No director, officer, employee, incorporator or stockholder of LifePoint or any Guarantor, as such, will have any liability for any obligations of LifePoint or the Guarantors under the notes, the indenture, the Subsidiary Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of notes by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes. The waiver may not be effective to waive liabilities under the federal securities laws.

Legal Defeasance and Covenant Defeasance

     LifePoint may, at its option and at any time, elect to have all of its obligations discharged with respect to the outstanding notes and all obligations of the Guarantors discharged with respect to their Subsidiary Guarantees (“Legal Defeasance”) except for:

     (1) the rights of Holders of outstanding notes to receive payments in respect of the principal of, or interest or premium on, such notes when such payments are due from the trust referred to below;

     (2) LifePoint’s obligations with respect to the notes concerning issuing temporary notes, registration of notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment and money for security payments held in trust;

     (3) the rights, powers, trusts, duties and immunities of the trustee, and LifePoint’s and the Guarantor’s obligations in connection therewith; and

     (4) the Legal Defeasance provisions of the indenture.

     In addition, LifePoint may, at its option and at any time, elect to have the obligations of LifePoint and the Guarantors released with respect to certain covenants that are described in the indenture (“Covenant Defeasance”) and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the notes. In the event Covenant Defeasance occurs in respect of the notes, certain events (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events with respect to LifePoint) described under “—Events of Default and Remedies” will no longer constitute an Event of Default with respect to the notes.

     In order to exercise either Legal Defeasance or Covenant Defeasance:

     (1) LifePoint must irrevocably deposit with the trustee, in trust, for the benefit of the Holders of the notes, cash in U.S. dollars sufficient, non-callable Government Securities, the scheduled payments of principal of and

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interest on which will be sufficient, or a combination of cash in U.S. dollars and non-callable Government Securities, the scheduled payments of principal of and interest on which will together with such cash be sufficient, in the opinion of a nationally recognized firm of independent public accountants, without consideration of any reinvestment of interest, to pay the principal of, or interest and premium on, the outstanding notes on the stated maturity or on the applicable redemption date, as the case may be, and LifePoint must specify whether such notes are being defeased to maturity or to a particular redemption date;

     (2) in the case of Legal Defeasance, LifePoint has delivered to the trustee an opinion of counsel in form reasonably acceptable to the trustee confirming that (a) LifePoint has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the Issue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel will confirm that, the Holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

     (3) in the case of Covenant Defeasance, LifePoint has delivered to the trustee an opinion of counsel in form reasonably acceptable to the trustee confirming that the Holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

     (4) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing);

     (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than the indenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) to which LifePoint or any of its Subsidiaries is a party or by which LifePoint or any of its Subsidiaries is bound;

     (6) LifePoint must deliver to the trustee an officers’ certificate stating that the deposit was not made by LifePoint with the intent of preferring the Holders of notes over the other creditors of LifePoint with the intent of defeating, hindering, delaying or defrauding creditors of LifePoint or others; and

     (7) LifePoint must deliver to the trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with or waived.

     Notwithstanding the foregoing, the opinion of counsel required by clause (2) above with respect to a Legal Defeasance need not be delivered if all notes not theretofore delivered to the trustee for cancellation (i) have become due and payable or (ii) will become due and payable on the maturity date or on a redemption date within one year (in the case of a redemption) under arrangements satisfactory to the trustee for the giving of notice of redemption by the trustee in the name, and at the expense, of LifePoint.

Amendment, Supplement and Waiver

     Except as provided in the next two succeeding paragraphs, the indenture or the notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes), and any existing default or compliance with any provision of the indenture or the notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes).

     Without the consent of each Holder affected, an amendment or waiver may not (with respect to any notes held by a non-consenting Holder):

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     (1) reduce the principal amount of notes whose Holders must consent to an amendment, supplement or waiver;

     (2) reduce the principal of or change the fixed maturity of any note or alter the provisions with respect to the redemption of the notes (other than provisions relating to the covenants described above under the caption “—Repurchase at the Option of Holders” and other than notice provisions with respect to any optional redemption by LifePoint);

     (3) reduce the rate of or change the time for payment of interest on any note;

     (4) waive a Default or Event of Default in the payment of principal of, or interest or premium on, the notes (except a rescission of acceleration of the notes by the Holders of at least a majority in aggregate principal amount of the notes and a waiver of the payment default in respect of the notes that resulted from such acceleration);

     (5) make any note payable in money other than that stated in the notes;

     (6) make any change in the provisions of the indenture relating to waivers of past Defaults or the rights of Holders of notes to receive payments of principal of, or interest or premium on, the notes;

     (7) after the date of an event giving rise to a redemption, waive a redemption payment with respect to any note (other than a payment required by one of the covenants described above under the caption “—Repurchase at the Option of Holders”);

     (8) release any Guarantor from any of its obligations under its Subsidiary Guarantee or the indenture, except in accordance with the terms of the indenture; or

     (9) make any change in the preceding amendment and waiver provisions.

     Notwithstanding the preceding, without the consent of any Holder of notes, LifePoint, the Guarantors, if applicable, and the trustee may amend or supplement the indenture or the notes:

     (1) to cure any ambiguity, defect or inconsistency;

     (2) to provide for uncertificated notes in addition to or in place of certificated notes;

     (3) to provide for the assumption of LifePoint’s or a Guarantor’s obligations to Holders of notes in the case of a merger or consolidation or sale of all or substantially all of LifePoint’s or a Guarantor’s assets;

     (4) to make any change that would provide any additional rights or benefits to the Holders of notes or that does not adversely affect the legal rights under the indenture of any such Holder;

     (5) to comply with requirements of the Commission in order to effect or maintain the qualification of the indenture under the Trust indenture Act;

     (6) to allow any Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the notes;

     (7) to evidence and provide the acceptance of the appointment of a successor trustee under the indenture;

     (8) to mortgage, pledge, hypothecate or grant a security interest in favor of the trustee for the benefit of the Holders of notes as additional security for the payment and performance of LifePoint’s or a Guarantor’s obligations;

     (9) to release a Guarantor from its Subsidiary Guarantee pursuant to the terms of the indenture when permitted or required pursuant to the terms of the indenture; or

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     (10) to conform the text of the indenture, the notes or the Subsidiary Guarantees to any provision of this Description of Notes to the extent that such provision in this Description of Notes was intended to be a substantially verbatim recitation of a provision of the indenture, the notes or the Subsidiary Guarantees.

Satisfaction and Discharge

     The indenture will be discharged and will cease to be of further effect as to all notes issued thereunder, when:

     (1) either:

     (a) all notes that have been authenticated, except lost, stolen or destroyed notes that have been replaced or paid and notes for whose payment money has been deposited in trust and thereafter repaid to LifePoint, have been delivered to the trustee for cancellation; or

     (b) all notes that have not been delivered to the trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and LifePoint or any Guarantor has irrevocably deposited or caused to be deposited with the trustee as trust funds in trust solely for the benefit of the Holders of notes, cash in U.S. dollars, non-callable Government Securities, the scheduled payments of principal of and interest on which will be sufficient, or a combination of cash in U.S. dollars and non-callable Government Securities, the scheduled payments of principal of and interest on which will, together with such cash, be sufficient, in the opinion of a nationally recognized firm of independent public accountants (which opinion need only be provided if non-callable Government Securities have been deposited), without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the notes not delivered to the trustee for cancellation for principal, premium and accrued interest to the date of maturity or redemption;

     (2) no Default or Event of Default with respect to the notes has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowing) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which LifePoint or any Guarantor is a party or by which LifePoint or any Guarantor is bound (other than with respect to the borrowing of funds to make the deposit required to effect such satisfaction and discharge and any similar deposit relating to other Indebtedness and in each case the granting of Liens to secure such borrowings);

     (3) LifePoint or any Guarantor has paid or caused to be paid all sums payable by it under the indenture with respect to the notes; and

     (4) LifePoint has delivered irrevocable instructions to the trustee under the indenture to apply the deposited money toward the payment of the notes at maturity or the redemption date, as the case may be.

In addition, LifePoint must deliver an officers’ certificate and an opinion of counsel to the trustee stating that all conditions precedent to satisfaction and discharge have been satisfied or waived.

Concerning the Trustee

     If the trustee becomes a creditor of LifePoint or any Guarantor, the indenture limits its right to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the Commission for permission to continue or resign.

     The Holders of a majority in principal amount of the then outstanding notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the trustee, subject to certain exceptions. The indenture provides that in case an Event of Default occurs and is continuing, the trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the trustee will be under no obligation to exercise any of its rights or powers under the

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indenture at the request of any Holder of notes, unless such Holder has offered to the trustee security and indemnity satisfactory to it against any loss, liability or expense.

Certain Definitions

     Set forth below are certain defined terms used in the indenture. Reference is made to the indenture for a full disclosure of all such terms, as well as any other capitalized terms used herein for which no definition is provided.

     “3.25% Convertible Senior Subordinated Debentures due 2025” means the $225 million in aggregate principal amount of 3.25% Convertible Senior Subordinated Debentures due 2025 issued by LifePoint pursuant to an indenture dated August 10, 2005 between LifePoint and Citibank, N.A., as trustee.

     “3.5% Convertible Senior Subordinated Notes due 2014” means the $575 million in aggregate principal amount of 3.5% Convertible Senior Subordinated Notes due 2014 issued by LifePoint pursuant to an indenture dated May 29, 2007 between LifePoint and The Bank of New York Mellon Trust Company, N.A., as trustee.

     “Acquired Debt” means, with respect to any specified Person:

     (1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person; and

     (2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person (limited to the maximum amount of liability of the specified Person with respect to such Lien).

     “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the Voting Stock of a Person will be deemed to be control. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.

     “Applicable Redemption Premium” means, with respect to any note on any redemption date, the excess of

     (1) the present value at such redemption date of the redemption price of such note if such note were redeemed on October 1, 2015 plus all required interest payments due on such note through October 1, 2015 (not including any portion of such payments of interest accrued to the redemption date) computed using a discount rate equal to the Treasury Rate at such redemption date plus 50 basis points, over

     (2) the then-outstanding principal amount of the note.

     “Asset Sale” means:

     (1) the sale, lease, conveyance or other disposition by LifePoint or any of its Restricted Subsidiaries of any assets, other than sales of products and services in the ordinary course of business consistent with past practices; provided that the sale, conveyance or other disposition of all or substantially all of the assets of LifePoint and its Restricted Subsidiaries taken as a whole will be governed by the covenant described above under the caption “—Repurchase at the Option of Holders—Change of control” and/or the covenant described above under the caption “—Certain Covenants—Merger, Consolidation or Sale of Assets” and not by the provisions of the Asset Sale covenant; and

     (2) the issuance of Equity Interests (other than directors’ qualifying shares) by any Restricted Subsidiary or the sale of Equity Interests in any Restricted Subsidiary.

     Notwithstanding the preceding, the following items will not be deemed to be Asset Sales:

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     (1) any single transaction or series of related transactions that involves assets having a fair market value of less than $30 million;

     (2) a transfer of assets between or among LifePoint and one or more Restricted Subsidiaries;

     (3) an issuance of Equity Interests by a Restricted Subsidiary to LifePoint or to another Restricted Subsidiary;

     (4) the sale, lease, assignment, sublease or other disposition of equipment, inventory, accounts receivable or other assets in the ordinary course of business;

     (5) the sale or other disposition of cash or Cash Equivalents;

     (6) a Restricted Payment (or Payment that would constitute a Restricted Payment but for the exclusions from the definition thereof) or Permitted Investment that is permitted by the covenant described above under the caption “—Certain Covenants—Restricted Payments”;

     (7) a sale or other disposition of accounts receivable and related assets in connection with a financing transaction involving such assets (including, without limitation, in connection with a securitization or similar financing);

     (8) any disposition of property in the ordinary course of business by LifePoint or any Restricted Subsidiary that, in the good faith judgment of management of LifePoint, has become obsolete, worn out, damaged or no longer useful in the conduct of the business of LifePoint or the Restricted Subsidiaries;

     (9) any Asset Swap;

     (10) any sale of securities constituting Equity Interests that are issued by a subsidiary trust or other financing vehicle in a transaction permitted by the covenant described above under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock;”

     (11) the discount or forgiveness of accounts receivable in the ordinary course of business in connection with the collection or compromise thereof;

     (12) licenses and sublicenses by LifePoint or any of its Restricted Subsidiaries of software or intellectual property in the ordinary course of business or consistent with past practice;

     (13) a Sale and Leaseback Transaction, provided that at least 75% of the consideration paid to LifePoint or the Restricted Subsidiary for such Sale and Leaseback Transaction consists of cash received at closing;

     (14) the sale, transfer or other disposition of Hedging Obligations incurred pursuant to the covenant described above under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock”;

     (15) the creation of any Permitted Lien and dispositions in connection with Permitted Liens;

     (16) dispositions of assets resulting from the assertion by federal, state or local governmental authorities (or similarly empowered Persons) of rights of eminent domain, condemnation or expropriation or similar rights;

     (17) long-term leases of Hospitals to another Person; provided that the aggregate book value of all such properties subject to such leases does not exceed 10% of the Total Assets of LifePoint;

     (18) sales of assets received by LifePoint or any of its Restricted Subsidiaries upon the foreclosure on a Lien; and

     (19) the disposition of Receivables and Related Assets in a Qualified Securitization Transaction.

     “Asset Sale Offer” has the meaning set forth in the covenant described above under the caption “—Repurchase at the Option of Holders—Asset Sales.”

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     “Asset Swap” means an exchange by LifePoint or any Restricted Subsidiary of property or assets for property or assets of another Person; provided that (i) LifePoint or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such exchange at least equal to the fair market value of the assets or other property sold, issued or otherwise disposed of (as evidenced by a resolution of LifePoint’s Board of Directors), and (ii) at least 75% of the consideration received in such exchange constitutes assets or other property of a kind usable by LifePoint and its Restricted Subsidiaries in a Permitted Business; provided, further that any cash and Cash Equivalents received by LifePoint or any of its Restricted Subsidiaries in connection with such an exchange shall constitute Net Proceeds subject to the provisions under “Repurchase at the Option of Holders—Asset Sales.”

     “Attributable Debt” means, in respect of a Sale and Leaseback Transaction, the present value, discounted at the interest rate implicit in the Sale and Leaseback Transaction, of the total obligations of the lessee for rental payments during the remaining term of the lease in the Sale and Leaseback Transaction.

     “Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.

     “Board of Directors” means:

     (1) with respect to a corporation, the board of directors of the corporation (or any duly authorized committee thereof);

     (2) with respect to a partnership, the Board of Directors (or any duly authorized committee thereof) of the general partner of the partnership;

     (3) with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof; and

     (4) with respect to any other Person, the board or committee of such Person serving a similar function.

     “Capital Lease Obligation” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP.

     “Capital Stock” means:

(1) in the case of a corporation, corporate stock;

     (2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

     (3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

     (4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

     “Cash Equivalents” means:

     (1) United States dollars;

     (2) Securities constituting direct obligations of the United States or any agency or instrumentality of the United States, the payment or guarantee of which constitutes a full faith and credit obligation of the United States, maturing in three years or less from the date of acquisition thereof;

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     (3) securities constituting direct obligations of any State or municipality within the United States maturing in three years or less from the date of acquisition thereof which, in any such case, at the time of acquisition by LifePoint or any Restricted Subsidiary, is accorded one of the two highest long-term or short-term, as applicable, debt ratings by S&P or Moody’s or any other United States nationally recognized credit rating agency of similar standing;

     (4) certificates of deposit with a maturity of one year or less or bankers’ acceptances issued by a bank or trust company having capital, surplus and undivided profits aggregating at least $500 million and having a short-term unsecured debt rating of at least “P-1” by Moody’s or “A-1” by S&P;

     (5) eurodollar time deposits with maturities of one year or less and overnight bank deposits with any bank or trust company having capital, surplus and undivided profits aggregating at least $500 million and having a short-term unsecured debt rating of at least “P-1” by Moody’s or “A-1” by S&P;

     (6) repurchase obligations with a term of not more than thirty days for underlying securities of the types described in clauses (2), (3), (4) and (5) above entered into with any financial institution meeting the qualifications specified in such clauses above;

     (7) commercial paper maturing in 365 days or less from the date of issuance which, at the time of acquisition by LifePoint or any Restricted Subsidiary, is accorded a rating of “A2” or better by S&P or “P2” or better by Moody’s or any other United States nationally recognized credit rating agency of similar standing; and

     (8) any fund or other pooling arrangement at least 95% of the assets of which constitute Investments described in clauses (1) through (7) of this definition.

     “Change of Control” means the occurrence of any of the following:

     (1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of LifePoint and its Restricted Subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act);

     (2) the adoption of a plan relating to the liquidation or dissolution of LifePoint;

     (3) LifePoint becomes aware of (by way of a report or other filing pursuant to Section 13(d) of the Exchange Act, proxy, written notice or otherwise) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as defined above), becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of LifePoint, measured by voting power rather than number of             shares;

     (4) the first day on which a majority of the members of the Board of Directors of LifePoint are not Continuing Directors; or

     (5) a change of control under our 3.25% Convertible Senior Subordinated Debentures due 2025 or our 3.5% Convertible Senior Subordinated Notes due 2014.

     “Code” means the Internal Revenue Code of 1986, as amended.

     “Consolidated Assets” of any Person as of any date means the total assets of such Person and its Restricted Subsidiaries on a consolidated basis at such date, as determined in accordance with GAAP.

     “Consolidated Cash Flow” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus:

     (1) an amount equal to any extraordinary, unusual or non-recurring loss plus any net loss realized by such Person or any of its Restricted Subsidiaries in connection with an Asset Sale (without regard to the dollar limitation in the definition thereof), to the extent such losses were deducted in computing such Consolidated Net Income; plus

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     (2) provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

     (3) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued and whether or not capitalized (including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations), to the extent that any such expense was deducted in computing such Consolidated Net Income; plus

     (4) depreciation, amortization (including amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; plus

     (5) severance payments related to management employment contracts, non-cash stock-based compensation expense, and net income attributable to non-controlling interests in LifePoint’s non-wholly-owned Subsidiaries; minus

     (6) any amortization of discounts of convertible debt instruments resulting from the application of APB 14-1 “Accounting for Convertible Debt Instruments;” minus

     (7) non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business,

in each case, on a consolidated basis and determined in accordance with GAAP.

     Notwithstanding the preceding, the provision for taxes based on the income or profits of, and the depreciation and amortization and other non-cash expenses of, a Restricted Subsidiary will be added to Consolidated Net Income to compute Consolidated Cash Flow of LifePoint only to the extent that a corresponding amount would be permitted at the date of determination to be dividended to LifePoint by such Restricted Subsidiary without prior governmental approval (that has not been obtained), pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Restricted Subsidiary or its stockholders.

     “Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that:

     (1) the Net Income (but not loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or distributions paid in cash to the specified Person or a Restricted Subsidiary of the Person;

     (2) the Net Income of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders;

     (3) for purposes of the covenant described above under the caption “—Certain Covenants—Restricted Payments” covenant above, the Net Income of any Person acquired in a pooling of interests transaction for any period prior to the date of such acquisition will be excluded; and

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     (4) the cumulative effect of a change in accounting principles will be excluded.

     “Consolidated Secured Debt Ratio” as of the date of any event for which a calculation is required (the “date of determination”) means the ratio of (a) the aggregate amount of all Indebtedness of LifePoint and its Restricted Subsidiaries that is secured by Liens as of the date of determination to (b) the Consolidated Cash Flow of LifePoint for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of determination, in each case with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Consolidated Senior Leverage Ratio”.

     “Consolidated Senior Leverage Ratio” means, as of the date of any event for which a calculation is required (the “date of determination”), the ratio (x) of the aggregate amount of all Indebtedness (other than Subordinated Indebtedness) of LifePoint and its Restricted Subsidiaries and preferred stock of Restricted Subsidiaries that are not Guarantors as of the date of the determination to (y) the Consolidated Cash Flow of LifePoint for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of determination.

     In addition, for purposes of calculating the Consolidated Senior Leverage Ratio, pro forma effect will be given to:

     (1) acquisitions of any operations or businesses or assets (other than assets acquired in the ordinary course of business) that have been made by the specified Person or any of its Restricted Subsidiaries, including through purchases or through mergers or consolidations and including any related financing transactions, during the four-quarter reference period or subsequent to such reference period and on or prior to the date of determination, as if they had occurred on the first day of the four-quarter reference period; and

     (2) the discontinuance of operations or businesses and dispositions of operations or businesses or assets (other than assets disposed of in the ordinary course of business) during the four quarter reference period or subsequent to such reference period and on or prior to the date of determination, as if they had occurred on the first day of the four quarter reference period.

     For purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be determined in good faith by a responsible financial or accounting officer of LifePoint.

     “Continuing Directors” means, as of any date of determination, any member of the Board of Directors of LifePoint who:

     (1) was a member of such Board of Directors immediately after the annual stockholders meeting of LifePoint following the Issue Date; or

     (2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board at the time of such nomination or election.

     “Credit Agreement” means the Credit Agreement, dated as of April 15, 2005, by and among LifePoint, as borrower, the lenders parties thereto, Citicorp North America, Inc., as administrative agent, Bank of America, N.A., CIBC World Markets Corp., SunTrust Bank, UBS Securities LLC, as co-syndication agents and Citigroup Global Markets Inc. as sole lead arranger and sole bookrunner, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended (including, without limitation, as to principal amount), modified, renewed, refunded, replaced or refinanced from time to time (whether or not with the original agents or lenders and whether or not contemplated under the original agreement relating thereto).

     “Credit Facilities” means one or more debt facilities (including, without limitation, the Credit Agreement), note purchase agreements, commercial paper facilities or indentures, in each case with banks, institutional or other lenders or a trustee providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables), letters of credit or debt securities, in each case, as amended (including, without limitation, as to principal amount), restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to

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time (whether or not with the original agents or lenders or parties and whether or not contemplated under the original agreement relating thereto).

     “Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

     “Designated Non-cash Consideration” means any non-cash consideration received by LifePoint or one of its Restricted Subsidiaries in connection with an Asset Sale that is designated as Designated Non-cash Consideration pursuant to an officers’ certificate executed by the principal financial officer and any of the other executive officers of LifePoint or such Restricted Subsidiary at the time of such Asset Sale. Any particular item of Designated Non-cash Consideration will cease to be considered to be outstanding once it has been sold for cash or Cash Equivalents.

     “Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require LifePoint to repurchase such Capital Stock upon the occurrence of a change of control with respect to LifePoint or an asset sale by LifePoint or its Restricted Subsidiaries will not constitute Disqualified Stock if the terms of such Capital Stock provide that LifePoint may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under the caption “—Certain Covenants—Restricted Payments.”

     “Domestic Subsidiary” means any Restricted Subsidiary organized under the laws of the United States or any state of the United States or the District of Columbia.

     “Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

     “Equity Offering” means any public or private sale by LifePoint for cash of its common stock or preferred stock (excluding Disqualified Stock).

     “Excess Proceeds” has the meaning set forth in the covenant described above under the caption “—Repurchase at the Option of Holders—Asset Sales.”

     “Exchange Notes” means the debt securities of LifePoint issued pursuant to the indenture in exchange for the notes in compliance with the terms of the Registration Rights Agreement.

     “Exchange Subsidiary Guarantees” means the guarantees of the obligation of LifePoint under the indenture and the notes issued pursuant to the indenture in exchange for the Subsidiary Guarantees in compliance with the terms of the Registration Rights Agreement.

     “Excluded Subsidiaries” means those Domestic Subsidiaries that are designated by LifePoint as Domestic Subsidiaries that will not be Guarantors; provided, however, that in no event will the Excluded Subsidiaries, either individually or collectively, hold more than 25% of the consolidated assets of LifePoint and its Domestic Subsidiaries as of the end of any fiscal quarter or account for more than 25% of the consolidated revenue of LifePoint and its Domestic Subsidiaries during the most recent four-quarter period (in each case determined as of the most recent fiscal quarter for which LifePoint has internal financial statements available); provided further that any wholly owned Domestic Subsidiary that guarantees any Indebtedness incurred pursuant to clause (1) of the second paragraph of the covenant described under “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock” may not be designated as or continue to be an Excluded Subsidiary. In the event any Domestic Subsidiaries, individually or collectively, previously designated as Excluded Subsidiaries cease to meet the requirements of the previous sentence, LifePoint will, within 60 calendar days following such event, cause one or more of such Domestic Subsidiaries to become Guarantors so that the requirements of the previous sentence are complied with.

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     “Existing Indebtedness” means Indebtedness of LifePoint and its Restricted Subsidiaries (other than Indebtedness under the Credit Agreement) in existence on the Issue Date, until such amounts are repaid.

     “Fixed Charges” means, with respect to any specified Person for any period, the sum, without duplication, of:

     (1) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations; plus

     (2) the consolidated interest of such Person and its Restricted Subsidiaries that was capitalized during such period; plus

     (3) any interest expense on Indebtedness of another Person that is Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, to the extent such Guarantee or Lien is called upon; plus

     (4) the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock of such Person or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of LifePoint (other than Disqualified Stock) or to LifePoint or a Restricted Subsidiary, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, on a consolidated basis and in accordance with GAAP; minus

     (5) any amortization of discounts of convertible debt instruments resulting from the application of APB 14-1 “Accounting for Convertible Debt Instruments”.

     “Fixed Charge Coverage Ratio” means with respect to any specified Person for any period, the ratio of the Consolidated Cash Flow of such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, Guarantees, repays, repurchases or redeems any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom as if the same had occurred at the beginning of the applicable four-quarter reference period.

     In addition, for purposes of calculating the Fixed Charge Coverage Ratio, pro forma effect will be given to:

     (1) acquisitions of any operations or businesses or assets (other than assets acquired in the ordinary course of business) that have been made by the specified Person or any of its Restricted Subsidiaries, including through purchases or through mergers or consolidations and including any related financing transactions, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date, as if they had occurred on the first day of the four-quarter reference period; and

     (2) the discontinuance of operations or businesses and dispositions of operations or businesses or assets (other than assets disposed of in the ordinary course of business) during the four quarter reference period or subsequent to such reference period and on or prior to the Calculation Date, as if they had occurred on the first day of the four quarter reference period.

     If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall he calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period. Interest on a Capital Lease Obligation shall he deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of LifePoint to be the rate of interest implicit in such

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Capital Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as LifePoint may designate.

     For purposes of this definition, whenever pro forma effect is to be given to an acquisition of assets, the amount of income or earnings relating thereto and the amount of consolidated interest expense associated with any Indebtedness incurred in connection therewith, the pro forma calculations shall be determined in good faith by a responsible financial or accounting officer of LifePoint. In addition, any such pro forma calculation may include adjustments appropriate, in the reasonable determination of LifePoint as set forth in an officers’ certificate, to reflect operating expense reductions reasonably expected to result from any acquisition or merger.

     “GAAP” means generally accepted accounting principles in the United States as in effect as of the Issue Date, including those set forth in:

     (1) the Financial Accounting Standards Board’s FASB Accounting Standards Codification; and

     (2) the rules and regulations of the SEC with respect to generally accepted accounting principles, including those governing the inclusion of financial statements in periodic reports required to be filed pursuant to Section 13 of the Exchange Act, including opinions and pronouncements in staff accounting bulletins and similar written statements from the accounting staff of the SEC.

     “Government Securities” means securities that are:

     (1) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged; or

     (2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,

which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.

     “Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness.

     “Guarantors” means each of:

     (1) the Domestic Subsidiaries of LifePoint as of the Issue Date other than Excluded Subsidiaries; and

     (2) any other Subsidiary that executes a Subsidiary Guarantee in accordance with the provisions of the indenture, and their respective successors and assigns; provided that upon the release and discharge of any Person from its Subsidiary Guarantee in accordance with the indenture, such Person shall cease to be a Guarantor.

     “Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under:

     (1) interest rate swap agreements, interest rate cap agreements and interest rate collar agreements; and

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     (2) other agreements or arrangements designed to protect such Person against fluctuations in interest rates or foreign exchange rates.

     “Hospital” means a hospital, outpatient clinic, outpatient surgical center, long-term care facility, diagnostic facility, medical office building or other facility or business that is used or useful in or related to the provision of healthcare services.

     “Indebtedness” means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent:

     (1) in respect of borrowed money;

     (2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

     (3) in respect of banker’s acceptances;

     (4) representing Capital Lease Obligations of such Person and Attributable Debt in respect of Sale and Leaseback Transactions entered into by such Person;

     (5) representing the balance deferred and unpaid of the purchase price of any property; or

     (6) representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any indebtedness of any other Person, in each case limited to the maximum amount of liability of the specified Person with respect to such Lien or Guarantee on the date in question. Notwithstanding anything in the foregoing to the contrary, Indebtedness shall not include trade payables or accrued expenses for property or services incurred in the ordinary course of business, any liability for federal, state, local or other taxes or any settlements or judgments relating to governmental litigations and/or investigations. The amount of any Indebtedness issued with original issue discount will be the accreted value of such Indebtedness.

     “Insurance Subsidiary” means a Subsidiary of LifePoint or any Restricted Subsidiary established for the purpose of insuring the businesses or facilities owned or operated by LifePoint or any of its Subsidiaries or any joint venture to which they are party or any Person employed by or on the staff of any such business or facility.

     “Investment Grade” means (1) with respect to S&P, any of the rating categories from and including AAA to and including BBB- and (2) with respect to Moody’s, any of the rating categories from and including Aaa to and including Baa3.

     “Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or other obligations), advances or capital contributions (excluding commission, travel and similar advances to directors, officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If LifePoint or any Restricted Subsidiary sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary, LifePoint will be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Equity Interests of such Restricted Subsidiary not sold or disposed of in an amount determined as provided in the final paragraph of the covenant described above under the caption “—Certain Covenants—Restricted Payments”; provided that LifePoint shall not have been deemed to have made an Investment pursuant to the foregoing if LifePoint shall have previously or concurrently therewith been deemed to have made an Investment in connection with such Equity Interests. The acquisition by LifePoint or any Restricted Subsidiary of a Person that holds an Investment in a third Person will be deemed to be an Investment by

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LifePoint or such Restricted Subsidiary in such third Person in an amount equal to the fair market value of the Investment held by the acquired Person in such third Person in an amount determined as provided in the final paragraph of the covenant described above under the caption “—Certain Covenants—Restricted Payments”; provided, LifePoint or such Restricted Subsidiary shall not have been deemed to have made an Investment pursuant to the foregoing if LifePoint or any Restricted Subsidiary shall have previously or concurrently therewith been deemed to have made an Investment in connection with such acquisition. “Investments” shall exclude extensions of trade credit.

     “Issue Date” means the original issue date for the first issuance of notes offered hereby under the indenture.

     “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

     “Limited Originator Recourse” means a reimbursement obligation of LifePoint in connection with a drawing on a letter of credit, revolving loan commitment, cash collateral account or other such credit enhancement issued to support Indebtedness of a Securitization Subsidiary that LifePoint’s board of directors (or a duly authorized committee thereof) determines is necessary to effectuate a Qualified Securitization Transaction; provided that the available amount of any such form of credit enhancement at any time shall not exceed 10% of the principal amount of such Indebtedness at such time; and provided, further, that such reimbursement obligation is permitted to be incurred by LifePoint pursuant to the covenant described above under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock.”

     “Net Income” means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however:

     (1) any gain or loss, together with any related provision for taxes on such gain or loss, realized in connection with: (a) any Asset Sale (without regard to the dollar limitation in the definition thereof); (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; or (c) any acquisition, recapitalization or Permitted Investment of such Person or any of its Restricted Subsidiaries;

     (2) any extraordinary, unusual or non-recurring gain, charge, expense or loss (together with any related provision for taxes on such extraordinary, unusual or non-recurring gain, charge, expense or loss), including, without limitation, (a) restructuring charges, reserves or other related expenses, (b) fees, expenses or charges relating to facility shutdowns and discontinued operations, (c) acquisition integration costs, (d) severance or other employee termination or relocation costs, expenses or charges, (e) non-cash compensation charges recorded from grants of stock options, restricted stock, stock appreciation rights and other equity equivalents to officers, directors and employees and (f) litigation and investigation settlement costs and related expenses; and

     (3) the net income (or loss) from disposed or discontinued operations for the four fiscal quarters preceding the date of determining Net Income.

     “Net Proceeds” means the aggregate cash proceeds and Cash Equivalents received by LifePoint or its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, sales commissions, any relocation expenses incurred as a result of the Asset Sale, any taxes paid or payable as a result of the Asset Sale, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, amounts required to be applied to the repayment of Indebtedness, all distributions and other payments required to be made to non-majority interest holders in subsidiaries or joint ventures as a result of such Asset Sale and appropriate amounts to be provided by LifePoint or any Restricted Subsidiary, as the case may be, as a reserve required in accordance with GAAP against any liabilities associated with such Asset Sale and retained by LifePoint or any Restricted Subsidiary, as the case may be, after such Asset Sale, including, without limitation, pension and other post-employment benefit

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liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale.

     “Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

     “Permitted Business” means the business or businesses conducted by LifePoint and its Restricted Subsidiaries, or any of them, as of the Issue Date and any business ancillary or complementary thereto.

     “Permitted Debt” has the meaning set forth in the covenant described above under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock”.

     “Permitted Investments” means:

     (1) any Investment in LifePoint or in a Restricted Subsidiary;

     (2) any Investment in Cash Equivalents;

     (3) any Investment by LifePoint or any Restricted Subsidiary in a Person, if as a result of such Investment:

     (a) such Person becomes a Restricted Subsidiary; or

     (b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, LifePoint or a Restricted Subsidiary;

     (4) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale (including any Asset Swap) that was made pursuant to and in compliance with the covenant described above under the caption “—Repurchase at the Option of Holders—Asset Sales”;

     (5) any Investment received to the extent the consideration therefor was the issuance of Equity Interests (other than Disqualified Stock) of LifePoint;

     (6) Hedging Obligations;

     (7) intercompany Indebtedness to the extent permitted under the covenant described above under the caption the “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock”;

     (8) Investments in prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business and Investments to secure participation in government reimbursement programs;

     (9) loans and advances to officers, directors and employees made in the ordinary course of business;

     (10) Investments represented by accounts and notes receivable created or acquired in the ordinary course of business;

     (11) Investments existing on the Issue Date and any renewal or replacement thereof on terms and conditions not materially less favorable than that being renewed or replaced;

     (12) Investments by any qualified or nonqualified benefit plan established by LifePoint or its Restricted Subsidiaries made in accordance with the terms of such plan, or any Investments made by LifePoint or any Restricted Subsidiary in connection with the funding thereof;

     (13) Investments received in settlement of debts or judgments owed to LifePoint or any Restricted Subsidiary, including, without limitation, as a result of foreclosure, perfection or enforcement of any Lien or indebtedness or in connection with any bankruptcy, liquidation, receivership or insolvency proceeding;

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     (14) Investments in any Subsidiary that constitutes a special purpose entity formed for the primary purpose of issuing trust preferred or similar securities in a transaction permitted by the covenant described above under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock” covenant;

     (15) Investments deemed to have been made as a result of the acquisition of a Person permitted under clause (3) of this definition to the extent that the aggregate fair market value of such Investments does not exceed 25% of the fair market value of the total consideration paid to acquire such Person;

     (16) Investments by LifePoint or a Restricted Subsidiary in a Securitization Subsidiary in connection with a Qualified Securitization Transaction, which investment consists of a retained interest in transferred Receivables and Related Assets;

     (17) Investments made within 90 days after the date of the commitment to make the Investment, that when such commitment was made would have complied with the terms of the indenture;

     (18) Guarantees issued in accordance with the covenant described above under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock”;

     (19) payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;

     (20) Investments in a Permitted Joint Venture, together with all other Investments made by LifePoint or any Restricted Subsidiary pursuant to this clause (20) in an aggregate amount at the time of such Investment not to exceed $35 million outstanding at any one time;

     (21) Investments in any Insurance Subsidiary in an amount which does not at the time made exceed 125% of the minimum amount of capital required under the laws of the jurisdiction in which the Insurance Subsidiary is formed (other than any excess capital that would result in any unfavorable tax or reimbursement impact if distributed), in any self-insurance trust in an amount not to exceed 125% of the aggregate amount of the risk retained by the Insurance Subsidiary, LifePoint or any of its Subsidiaries on an annual basis and any Investment by such Insurance Subsidiary or self-insurance trust which is a legal investment for an insurance company under the laws of the jurisdiction in which the Insurance Subsidiary is formed or for a self-insurance trust under the applicable laws;

     (22) Investments consisting of Physician Support Obligations made by LifePoint or any Restricted Subsidiary; and

     (23) other Investments in any Person having an aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other outstanding Investments made pursuant to this clause (23), not to exceed the greater of $250 million and 5% of Total Assets in the aggregate at any one time outstanding.

     “Permitted Joint Venture” means, with respect to any Person, (1) any corporation, association, or other business entity (other than a partnership) of which 50% or less of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the Restricted Subsidiaries of that Person or a combination thereof and (2) any partnership, joint venture, limited liability company or similar entity of which 50% or less of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Restricted Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership interests or otherwise.

     “Permitted Liens” means:

     (1) Liens in favor of LifePoint or its Restricted Subsidiaries;

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     (2) Liens on property of a Person existing at the time such Person is merged with or into or consolidated with LifePoint or any Restricted Subsidiary; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with LifePoint or the Restricted Subsidiary;

     (3) Liens on property existing at the time of acquisition of the property by LifePoint or any Restricted Subsidiary, provided that such Liens were in existence prior to the contemplation of such acquisition;

     (4) Liens to secure Indebtedness (including, without limitation, Capital Lease Obligations) permitted by clause (4) of the second paragraph of the covenant described above under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock” covering only the assets acquired with such Indebtedness;

     (5) Liens existing on the Issue Date;

     (6) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded, provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor;

     (7) Liens securing any Hedging Obligations of LifePoint or any Restricted Subsidiary;

     (8) Liens securing any Indebtedness otherwise permitted to be incurred under the indenture, the proceeds of which are used to refinance Indebtedness of LifePoint or any Restricted Subsidiary, provided that such Liens extend to or cover only the assets secured by the Indebtedness being refinanced;

     (9) Liens on property of a Person existing at the time such Person becomes a Restricted Subsidiary, provided that such Liens were not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary;

     (10) statutory Liens and other Liens imposed by law incurred in the ordinary course of business for sums not yet delinquent or being contested in good faith, if LifePoint or any applicable Restricted Subsidiaries shall have made any reserves or other appropriate provision required by GAAP;

     (11) Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance, return-of-money bonds, participation in government reimbursement programs and other similar obligations;

     (12) judgment Liens not giving rise to an Event of Default, so long as any appropriate legal proceedings which may have been duly initiated for the review of such judgment shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired;

     (13) easements, rights-of-way, zoning restrictions and other similar charges or encumbrances in respect of real property not interfering in any material respect with the conduct of the business of LifePoint or any of its Restricted Subsidiaries;

     (14) any interest or title of a lessor in assets or property subject to Capital Lease Obligations or an operating lease of LifePoint or any Restricted Subsidiary;

     (15) Liens incurred in connection with a financing involving the sale or other disposition of accounts receivable and related assets (including, without limitation, in connection with a securitization or similar financing);

     (16) leases or subleases granted to others not interfering with the ordinary conduct of the business of LifePoint or any of the Restricted Subsidiaries;

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     (17) bankers’ liens with respect to the right of set-off arising in the ordinary course of business against amounts maintained in bank accounts or certificates of deposit in the name of LifePoint or any Restricted Subsidiary;

     (18) the interest of any issuer of a letter of credit in any cash or Cash Equivalents deposited with or for the benefit of such issuer as collateral for such letter of credit; provided that the Indebtedness so collateralized is permitted to be incurred by the terms of the indenture;

     (19) any Lien consisting of a right of first refusal or option to purchase an ownership interest in any Restricted Subsidiary or to purchase assets of LifePoint or any Restricted Subsidiary, which right of first refusal or option is entered into in the ordinary course of business or is otherwise permitted under the indenture;

     (20) any Lien granted to the trustee pursuant to the terms of the indenture and any substantially equivalent Lien granted to the respective trustees under the indentures for other debt securities of LifePoint;

     (21) statutory, contractual or common law Liens of landlords and mortgagees of landlords and Liens of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen or workmen in the ordinary course of business;

     (22) licenses and sublicenses of intellectual property granted to third parties in the ordinary course of business;

     (23) Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s Obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

     (24) Liens securing Indebtedness of any Restricted Subsidiary (other than a Guarantor) that was permitted by the terms of this indenture to be incurred, and related Obligations, which Liens encumber only assets of such Restricted Subsidiary;

     (25) Liens securing Indebtedness incurred pursuant to clause (1) or (22) of the second paragraph of the covenant described above under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock”;

     (26) Liens securing any Indebtedness incurred pursuant to the first paragraph of the covenant described above under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock” so long as, after giving effect to such incurrence, the Consolidated Secured Debt Ratio shall be equal to or less than 3.0 to 1 as of the date on which such Lien is incurred;

     (27) Liens with respect to obligations that do not at any one time outstanding exceed the greater of $200 million and 5% of Total Assets; and

     (28) Liens on assets transferred to a Securitization Subsidiary or on assets of a Securitization Subsidiary, in either case, incurred in connection with a Qualified Securitization Transaction.

     “Permitted Refinancing Indebtedness” means any Indebtedness of LifePoint or any Restricted Subsidiary issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of LifePoint or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

     (1) the principal amount of such Permitted Refinancing Indebtedness does not exceed the principal amount of the Indebtedness extended, refinanced, renewed, replaced, defeased or refunded (plus all accrued interest on the Indebtedness and the amount of all fees, expenses and premiums incurred in connection therewith);

     (2) such Permitted Refinancing Indebtedness has a final maturity date not earlier than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than, the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded, except that, notwithstanding the foregoing, in the case of a refinancing, replacement, defeasance or refunding of the 3.25%

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Convertible Senior Subordinated Debentures due 2025, such Permitted Refinancing Indebtedness may have a final maturity date and a Weighted Average Life to Maturity of no earlier than one year after the final maturity date and Weighted Average Life to Maturity of the notes;

     (3) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the notes, such Permitted Refinancing Indebtedness is subordinated in right of payment to the notes on terms not materially less favorable to the Holders of notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded, except, in the case of the 3.25% Convertible Senior Subordinated Debentures due 2025 and the 3.5% Convertible Senior Subordinated Notes due 2014, as may be permitted under the covenant described above under the caption “—Certain Covenants—Limitation on Restricted Payments”; and

     (4) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded was incurred by LifePoint or a Guarantor, the obligor on the Permitted Refinancing Indebtedness may not be a Restricted Subsidiary that is not a Guarantor.

     “Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

     “Physician Support Obligation” means:

     (1) a loan to or on behalf of, or a Guarantee of Indebtedness of or income of, (x) a physician or healthcare professional providing service to patients in the service area of a Hospital operated by LifePoint or any of its Restricted Subsidiaries or (y) any independent practice association or other entity that is majority owned by any Person or group of Persons described in clause (x), in either case made or given by LifePoint or any Restricted Subsidiary of LifePoint:

     (a) in the ordinary course of its business; and

     (b) pursuant to a written agreement having a period not to exceed five years; or

     (2) Guarantees by LifePoint or any Restricted Subsidiary of leases and loans to acquire property (real or personal) for or on behalf of a physician, healthcare professional or any independent practice association or other entity that is majority owned by any Person or group of Persons described in clause (x) above providing service to patients in the service area of a Hospital operated by LifePoint or any of its Restricted Subsidiaries.

     “Principal Property” means each Hospital (excluding personal property, office fixtures and equipment (including data processing equipment, vehicles and equipment used on, or useful with, vehicles)) owned solely by LifePoint and/or one or more of its Subsidiaries and located in the United States of America unless the Board of Directors of LifePoint determines that any such hospital is not material to LifePoint and its Subsidiaries taken as a whole.

     “Qualified Securitization Transaction” means any transaction or series of transactions that may be entered into by LifePoint or any Restricted Subsidiary pursuant to which (a) LifePoint or any Restricted Subsidiary may sell, convey or otherwise transfer to a Securitization Subsidiary its interests in Receivables and Related Assets and (b) such Securitization Subsidiary transfers to any other person, or grants a security interest in, such Receivables and Related Assets, pursuant to a transaction which is customarily used to achieve a transfer of financial assets under GAAP.

     “Receivables and Related Assets” means any account receivable (whether now existing or arising thereafter) of LifePoint or any Restricted Subsidiary, and any assets related thereto including all collateral securing such accounts receivable, all contracts and contract rights and all Guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets which are customarily transferred or in respect of which security interest are customarily granted in connection with asset securitization transaction involving accounts receivable.

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     “Registration Rights Agreement” means the Registration Rights Agreement to be dated September 23, 2010, among LifePoint, the Guarantors identified therein and Barclays Capital Inc., as representative of the several initial purchasers.

     “Replacement Assets” mean properties or assets substantially similar to the assets disposed of in a particular Asset Sale and acquired to replace the properties or assets that were the subject of such Asset Sale or that are otherwise useful in a Permitted Business.

     “Restricted Investment” means an Investment other than a Permitted Investment.

     “Restricted Subsidiary” means any direct or indirect Subsidiary of LifePoint other than an Unrestricted Subsidiary.

     “Sale and Leaseback Transaction” means, with respect to any Person, an arrangement whereby such Person enters into a lease of property previously transferred by such Person to the lessor in contemplation of such leasing.

     “Securitization Subsidiary” means a Subsidiary of LifePoint:

     (1) that is designated a “Securitization Subsidiary” by the board of directors of LifePoint (or a duly authorized committee thereof);

     (2) that does not engage in any activities other than Qualified Securitization Transactions and any activity necessary or incidental thereto;

     (3) no portion of the Indebtedness or any other obligation, contingent or otherwise, of which

     (A) is Guaranteed by LifePoint or any Restricted Subsidiary in any way other than pursuant to Standard Securitization Undertakings or Limited Originator Recourse,

     (B) is recourse to or obligates LifePoint or any other Restricted Subsidiary in any way other than pursuant to Standard Securitization Undertakings or Limited Originator Recourse, or

     (C) subjects any property or asset of LifePoint or any other Restricted Subsidiary, directly or indirectly, contingently or otherwise, to the satisfaction thereof other than pursuant to Standard Securitization Undertakings or Limited Originator Recourse;

     (4) with respect to which neither LifePoint nor any other Restricted Subsidiary has any obligation to maintain or preserve its financial condition or cause it to achieve certain levels of operating results; and

     (5) with which neither LifePoint nor any Restricted Subsidiary has any material contract, agreement, arrangement or understanding other than on terms no less favorable to LifePoint or such Restricted Subsidiary than those that might be obtained at the time from persons that are not Affiliates of LifePoint, other than Standard Securitization Undertakings and fees payable in the ordinary course of business in connection with servicing accounts receivable of such entity.

Any designation of a Subsidiary as a Securitization Subsidiary shall be evidenced to the trustee by filing with the trustee a certified copy of the resolution of the board of directors of LifePoint giving effect to the designation and an officers’ certificate certifying that the designation complied with the preceding conditions.

     “Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date hereof.

     “Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by LifePoint or any Restricted Subsidiary that are reasonably customary in accounts receivable securitization transactions, as the case may be.

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     “Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

     “Subordinated Indebtedness” means any Indebtedness of LifePoint or any Guarantor which is subordinated in right of payment to the notes or any Subsidiary Guarantee, as applicable, pursuant to a written agreement to that effect.

     “Subsidiary” means, with respect to any specified Person, (a) any corporation more than 50% of the outstanding securities having ordinary voting power of which shall at the time be owned or controlled, directly or indirectly, by such Person or by one or more of its Restricted Subsidiaries or by such Person and one or more of its Restricted Subsidiaries, or (b) any partnership, limited liability company, association, joint venture or similar business organization more than 50% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled.

     “Subsidiary Guarantee” means a guarantee of notes pursuant to the indenture.

     “Total Assets” means, as of any date of determination, the total assets of LifePoint and its Restricted Subsidiaries as shown on the balance sheet for the most recently completed quarter for which internal financial statements are available determined in accordance with GAAP.

     “Treasury Rate” means, as of the date the redemption notice is given to holders of the notes, the yield to maturity as of such date (as compiled by and published in the most recent Federal Reserve Statistical Release H. 15(519), which has become publicly available at least two business days prior to the date of the redemption notice for which such computation is being made (or if such Statistical Release is no longer published, as reported in any publicly available source of similar market data)), of United States Treasury securities with a constant maturity most nearly equal to the period from the relevant redemption date to October 1, 2015; provided that, if such period is not equal to the constant maturity of the United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if such period is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.

     “Unrestricted Subsidiary” means any Subsidiary of LifePoint that is designated by the Board of Directors of LifePoint as an Unrestricted Subsidiary pursuant to a Board Resolution, but only to the extent that such Subsidiary:

     (1) has no Indebtedness other than Indebtedness that is without recourse to LifePoint or its Restricted Subsidiaries;

     (2) is not party to any agreement, contract, arrangement or understanding with LifePoint or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are not materially less favorable to LifePoint or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of LifePoint;

     (3) is a Person with respect to which neither LifePoint nor any of its Restricted Subsidiaries has any (a) continuing direct or indirect obligation to subscribe for additional Equity Interests or (b) direct or indirect obligation to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and

     (4) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of LifePoint or any of its Restricted Subsidiaries.

     In addition, any Subsidiary that constitutes a special purpose entity formed for the primary purpose of financing receivables or for the primary purpose of issuing trust preferred or similar securities in connection with a transaction permitted by the covenant described above under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock” shall be, and any Insurance Subsidiary may be, an Unrestricted Subsidiary.

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     Any designation of a Subsidiary of LifePoint as an Unrestricted Subsidiary after the Issue Date will be evidenced to the trustee by filing with the trustee a certified copy of the resolution of the Board of Directors of LifePoint giving effect to such designation and an officers’ certificate certifying that such designation complied with the preceding conditions and was permitted by the covenant described above under the caption “—Certain Covenants—Restricted Payments.” If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of the indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of LifePoint as of such date and, if such Indebtedness is not permitted to be incurred as of such date under the covenant described above under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock,” LifePoint will be in default of such covenant. The Board of Directors of LifePoint may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under the covenant described above under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock,” calculated on a pro forma basis as if such designation had occurred at the beginning of the four quarter reference period; and (2) no Default or Event of Default would be in existence following such designation.

     “Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

     “Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

     (1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

     (2) the then outstanding principal amount of such Indebtedness.

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BOOK-ENTRY SETTLEMENT AND CLEARANCE

The Global Notes

     The outstanding notes were initially issued in the form of several registered notes in global form, without interest coupons, as follows:

• notes sold to qualified institutional buyers under Rule 144A were represented by the Rule 144A global note; and

• notes sold in offshore transactions to non-U.S. persons in reliance on Regulation S were represented by the Regulation S global note.

      Upon issuance, each of the outstanding notes were, and each of the exchange notes will be, deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee of DTC.

     Ownership of beneficial interests in each note was, and will be, limited to persons who have accounts with DTC (“DTC participants”) or persons who hold interests through DTC participants. We expect that under procedures established by DTC:

• upon deposit of each global note with DTC’s custodian, DTC will credit portions of the principal amount of the global note to the accounts of the DTC participants; and

• ownership of beneficial interests in each global note will be shown on, and transfer of ownership of those interests will be effected only through, records maintained by DTC (with respect to interests of DTC participants) and the records of DTC participants (with respect to other owners of beneficial interests in the global note).

     Beneficial interests in the global notes may not be exchanged for notes in physical, certificated form except in the limited circumstances described below.

Exchanges Among the Global Notes

     After consummation of the exchange offer, beneficial interests in one old note may generally be exchanged for interests in another old note and beneficial interest in one new note may generally be exchanged for interest in another new note. Depending on which global note the transfer is being made, the Trustee may require the seller to provide certain written certifications in the form provided in the indenture.

     A beneficial interest in a global note that is transferred to a person who takes delivery through another global note will, upon transfer, become subject to any transfer restrictions and other procedures applicable to beneficial interests in the other global note.

Book-Entry Procedures for the Global Notes

     All interests in the global notes will be subject to the operations and procedures of DTC. We provide the following summaries of those operations and procedures solely for the convenience of investors. The operations and procedures of DTC are controlled by DTC and may be changed at any time. Neither we nor the initial purchasers are responsible for those operations or procedures.

     DTC has advised us that it is:

• a limited purpose trust company organized under the laws of the State of New York;

• a “banking organization” within the meaning of the New York State Banking Law;

• a member of the Federal Reserve System;

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• a “clearing corporation” within the meaning of the Uniform Commercial Code; and

• a “clearing agency” registered under Section 17A of the Securities Exchange Act of 1934.

     DTC was created to hold securities for its participants and to facilitate the clearance and settlement of securities transactions between its participants through electronic book-entry changes to the accounts of its participants. DTC’s participants include securities brokers and dealers, including the initial purchasers, banks and trust companies, clearing corporations and other organizations. Indirect access to DTC’s system is also available to others such as banks, brokers, dealers and trust companies; these indirect participants clear through or maintain a custodial relationship with a DTC participant, either directly or indirectly. Investors who are not DTC participants may beneficially own securities held by or on behalf of DTC only through DTC participants or indirect participants in DTC.

     So long as DTC’s nominee is the registered owner of a global note, that nominee will be considered the sole owner or holder of the notes represented by that global note for all purposes under the indenture. Except as provided below, owners of beneficial interests in a global note:

• will not be entitled to have notes represented by the global note registered in their names;

• will not receive or be entitled to receive physical, certificated notes; and

• will not be considered the owners or holders of the notes under the indenture for any purpose, including with respect to the giving of any direction, instruction or approval to the Trustee under the indenture.

     As a result, each investor who owns a beneficial interest in a global note must rely on the procedures of DTC to exercise any rights of a holder of notes under the indenture (and, if the investor is not a participant or an indirect participant in DTC, on the procedures of the DTC participant through which the investor owns its interest).

     Payments of principal, premium (if any) and interest with respect to the notes represented by a global note will be made by the Trustee to DTC’s nominee as the registered holder of the global note. Neither we nor the Trustee will have any responsibility or liability for the payment of amounts to owners of beneficial interests in a global note, for any aspect of the records relating to or payments made on account of those interests by DTC, or for maintaining, supervising or reviewing any records of DTC relating to those interests.

     Payments by participants and indirect participants in DTC to the owners of beneficial interests in a global note will be governed by standing instructions and customary industry practice and will be the responsibility of those participants or indirect participants and DTC.

     Transfers between participants in DTC will be effected under DTC’s procedures and will be settled in same-day funds. If the laws of a jurisdiction require that certain persons take physical delivery of securities in definitive form, the ability to transfer beneficial interests in a global note to such persons may be limited. Because DTC can only act on behalf of participants, who in turn act on behalf of indirect participants and certain banks, the ability of a person holding a beneficial interest in a global note to pledge its interest to a person or entity that does not participate in the DTC system, or otherwise take actions in respect of its interest, may be affected by the lack of a physical security.

     DTC has agreed to the above procedures to facilitate transfers of interests in the global notes among participants in DTC. However, DTC is not obligated to perform these procedures and may discontinue or change these procedures at any time. Neither we nor the Trustee will have any responsibility for the performance by DTC or its participants or indirect participants of their obligations under the rules and procedures governing its operations.

Certificated Notes

     Notes in physical, certificated form will be issued and delivered to each person that DTC identifies as a beneficial owner of the related notes only if:

• DTC notifies us at any time that it is unwilling or unable to continue as depositary for the global notes and a successor depositary is not appointed within 90 days;

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• DTC ceases to be registered as a clearing agency under the Securities Exchange Act of 1934 and a successor depositary is not appointed within 90 days;

• we, at our option, notify the Trustee that we elect to cause the issuance of certificated notes; or

• certain other events provided in the indenture should occur.

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CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

     The following is a general discussion of certain U.S. federal income tax consequences to U.S. holders and non-U.S. holders (each, as defined below) of the acquisition, ownership and disposition of the exchange notes acquired pursuant to the Exchange Offer. This discussion is limited to U.S. holders and non-U.S. holders who hold the exchange notes as capital assets (generally, property held for investment).

     This discussion does not address all aspects of U.S. federal income tax that may be important to beneficial owners in light of their particular circumstances or the U.S. federal income tax consequences to beneficial owners subject to special treatment under U.S. federal tax law, including, without limitation, banks and other financial institutions, insurance companies, mutual funds, tax-exempt organizations, retirement plans, expatriates, partnerships or other pass-through entities, broker-dealers, traders in securities or persons holding the exchange notes as part of a “straddle,” “hedge,” “conversion transaction,” “synthetic security” or other integrated investment, U.S. holders (as defined below) whose “functional currency” is not the U.S. dollar, and persons subject to the alternative minimum tax. In addition, this discussion does not address any tax considerations arising under other U.S. federal tax laws (such as estate or gift tax laws), or state, local or non-U.S. tax laws.

     If an entity treated as a partnership for U.S. federal income tax purposes is the beneficial owner of an exchange note, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. A beneficial owner of exchange notes that is a partnership for U.S. federal income tax purposes and partners in such a partnership are not included in the discussions pertaining to U.S. holders and non-U.S. holders, below, and should consult their own tax advisors about the U.S. federal income and other tax consequences of acquiring, owning and disposing of the exchange notes.

     The following discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations promulgated thereunder (“Treasury Regulations”) and administrative and judicial interpretations, all as in effect as of the date hereof, and all of which are subject to change, possibly on a retroactive basis, which may materially and adversely affect the tax consequences described herein. There can be no assurance that the IRS could not successfully challenge any of the conclusions set forth below.

     This summary of certain U.S. federal income tax considerations is not intended to be, and should not be construed to be, legal or tax advice to any particular beneficial owner of the exchange notes. Potential investors should consult their own tax advisors as to the U.S. federal income, estate and gift tax consequences to them resulting from their acquisition, ownership or disposition of the exchange notes acquired in the Exchange Offer, as well as the consequences to them arising under the laws of any state, local, non-U.S. or other taxing jurisdiction or any applicable tax treaties, and the possible effect of changes in applicable tax laws.

The Exchange Offer

     The exchange of outstanding notes for exchange notes pursuant to the Exchange Offer will not constitute a taxable event for U.S. federal income tax purposes. As a result:

• a holder will not recognize taxable gain or loss as a result of the exchange of its outstanding notes for exchange notes pursuant to the Exchange Offer;

• the holding period of the exchange notes will include the holding period of the outstanding notes surrendered in exchange therefor; and

• a holder’s adjusted tax basis in the exchange notes will be the same as the holder’s adjusted tax basis in the outstanding notes surrendered therefor.

Effect of Certain Additional Payments

     In certain circumstances (see “Description of the Exchange Notes—Optional Redemption” and “Description of the Exchange Notes—Repurchase at the Option of Holders—Change of Control”), we may be obligated to pay amounts on the exchange notes that are in excess of stated interest or principal on the exchange notes. These

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potential payments may implicate the provisions of the Treasury Regulations relating to “contingent payment debt instruments” (the “CPDI Regulations”). One or more contingencies will not cause the exchange notes to be treated as contingent payment debt instruments if, as of the issue date, each such contingency is considered remote or incidental or, in certain circumstances, it is significantly more likely that none of the contingencies will occur. We believe that the potential for additional payments on the exchange notes should not cause the exchange notes to be treated as contingent payment debt instruments under the CPDI Regulations. Our determination is binding on a holder unless such a holder discloses its contrary position in the manner required by applicable Treasury Regulations. However, the Internal Revenue Service (“IRS”) may take a different position, which could require a holder to accrue income on its exchange notes in excess of stated interest and any otherwise applicable original issue discount (“OID”), and to treat any income realized on the taxable disposition of an exchange note as ordinary income rather than capital gain. The remainder of this discussion assumes that the exchange notes will not be treated as contingent payment debt instruments. Investors should consult their own tax advisors regarding the possible application of the contingent payment debt instrument rules to the exchange notes.

Tax Consequences to U.S. Holders

     As used in this discussion, the term “U.S. holder” means a beneficial owner of the exchange notes that is, for U.S. federal income tax purposes:

• an individual who is a citizen or resident of the United States;

• a corporation created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

• an estate the income of which is subject to U.S. federal income tax regardless of its source; or

• a trust if (1) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) it was in existence before August 20, 1996 and has a valid election in effect under applicable Treasury regulations to be treated as a domestic trust.

     Interest on the Exchange Notes

     We expect, and this discussion assumes, that the exchange notes will not be issued with more than a de minimis amount of OID, if any. As such, interest paid on the exchange notes will generally be taxable to a U.S. holder as ordinary interest income at the time it accrues or is received in accordance with the holder’s method of accounting for U.S. federal income tax purposes.

     If, contrary to such expectations, the exchange notes are issued with more than a de minimis amount of OID, a U.S. holder generally will be required to include the OID in gross income (as ordinary income) as it accrues in accordance with the constant yield method, in advance of the receipt of cash attributable to that income (regardless of the U.S. holder’s method of tax accounting).

     The rules regarding OID are complex and the rules above may not apply in all cases. Accordingly, U.S. holders should consult their own tax advisors regarding their application.

     Sale or Other Taxable Disposition of the Exchange Notes

     Upon the sale or other taxable disposition of an exchange note (including a retirement or a redemption), a U.S. holder generally will recognize taxable gain or loss equal to the difference between the amount realized on such disposition and the holder’s adjusted tax basis in the exchange note. For these purposes, the amount realized does not include any amount attributable to accrued but unpaid stated interest, which is treated as ordinary income to the extent not previously included in income. A U.S. holder’s adjusted tax basis in an exchange note will generally be the holder’s cost for the exchange note, increased by OID, if any, such holder has previously included in income.

     Gain or loss realized on the sale or other taxable disposition of an exchange note will generally be capital gain or loss and will be long term capital gain or loss if at the time of such disposition the exchange note has been held

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for more than one year. Long-term capital gains of non-corporate taxpayers are generally eligible for reduced rates of taxation. The deductibility of capital losses is subject to certain limitations.

     Backup Withholding and Information Reporting

     Information returns will be filed with the IRS in connection with interest payments on the exchange notes, accruals of OID (if any), and the proceeds from a sale or other taxable disposition (including a retirement or redemption) of the exchange notes, unless the U.S. holder is an exempt recipient such as a corporation. A U.S. holder will be subject to backup withholding on these amounts at the applicable rate if the U.S. holder fails to provide its taxpayer identification number to the paying agent and comply with certain certification procedures or otherwise establish an exemption from backup withholding. Backup withholding is not an additional tax and the amount of any backup withholding will be allowed as a credit against the holder’s U.S. federal income tax liability and may entitle the holder to a refund, provided that the required information is timely furnished to the IRS.

     Medicare Tax

     For taxable years beginning after December 31, 2012, a U.S. holder that is an individual or estate, or a trust that does not fall into a special class of trusts that is exempt from such tax, will be subject to a 3.8% tax on the lesser of (1) the U.S. holder’s “net investment income” (in the case of individuals) or “undistributed net investment income” (in the case of estates and trusts) for the relevant taxable year and (2) the excess of the U.S. holder’s “modified adjusted gross income” (in the case of individuals) or “adjusted gross income” (in the case of estates and trusts) for the taxable year over a certain threshold (which in the case of individuals will be between $125,000 and $250,000, depending on the individual’s circumstances). A U.S. holder’s net investment income generally will include its interest income on the exchange notes and its net gains from the disposition of the exchange notes, unless such interest income or net gains are derived in the ordinary course of the conduct of a trade or business (other than a trade or business that consists of certain passive or trading activities). U.S. holders that are individuals, estates or trusts should consult their own tax advisors regarding the applicability of the Medicare tax to their income and gains in respect of the exchange notes.

Tax Consequences to Non-U.S. Holders

     As used herein, the term “non-U.S. holder” means a beneficial owner of the exchange notes that is, for U.S. federal income tax purposes:

• an individual nonresident alien;

• a foreign corporation; or

• a foreign estate or trust.

     Interest on the Exchange Notes

     Subject to the discussion of backup withholding below, payments of interest (which, for purposes of this discussion of non-U.S. holders, includes any OID) on the exchange notes to a non-U.S. holder will generally not be subject to the U.S. federal income tax or withholding tax under the “portfolio interest rule,” provided that:

     (1) the non-U.S. holder does not actually or constructively own 10% or more of the total combined voting power of all classes of our stock entitled to vote;

     (2) the non-U.S. holder is not a controlled foreign corporation that is related to us, actually or by attribution;

     (3) the non-U.S. holder is not a bank receiving the interest pursuant to a loan agreement entered into in the ordinary course of its trade or business;

     (4) such payments are not “effectively connected” with a trade or business of the non-U.S. holder conducted in the United States; and

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     (5) either:

     (a) the non-U.S. holder certifies under penalties of perjury on IRS Form W-8 BEN or a suitable substitute form that it is not a “U.S. person” as defined in the Code, and provides its name and address, and taxpayer identification number, if any; or

     (b) a securities clearing organization, bank or other financial institution that holds customers’ securities in the ordinary course of its trade or business and holds the exchange notes certifies under penalties of perjury that such statement has been received from the non-U.S. holder and furnishes a copy thereof.

     Interest that does not qualify for the portfolio interest rule and that is not effectively connected income will generally be subject to withholding tax at a rate of 30% unless a non-U.S. holder is entitled to a reduced rate of withholding tax or an exemption from U.S. withholding tax under an applicable income tax treaty and provides a properly executed IRS Form W-8BEN or a suitable substitute form, certifying its entitlement to such reduction or exemption.

     If the interest accrued on an exchange note is “effectively connected” with a trade or business of a non-U.S. holder conducted in the United States, the non-U.S. holder can obtain an exemption from withholding tax by providing a properly completed IRS Form W-8ECI or a suitable substitute form prior to the payment of interest. Payments of interest on an exchange note exempt from the withholding tax as effectively connected income nevertheless may be subject to net income tax in generally the same manner as those of a U.S. holder. In addition, if such non-U.S. holder is a foreign corporation, it may be subject to a branch profits tax equal to 30% (or lower applicable treaty rate) of its earnings and profits for the taxable year, subject to adjustments, that are effectively connected with its conduct of a trade or business in the United States.

     Sale or Other Taxable Disposition of the Exchange Notes

     Except as described below under “Backup Withholding and Information Reporting,” a non-U.S. holder generally will not be subject to U.S. federal income tax or withholding tax with respect to gain realized on a sale or other taxable disposition of an exchange note (including a retirement or redemption) unless (1) in the case of an individual, the non-U.S. holder is present in the United States for 183 days or more in the taxable year of the disposition and certain other conditions are met, in which case such recognized gain (net of certain U.S. source losses) would be subject to United States federal income tax at a 30% rate (or lower applicable treaty rate) or (2) such gain is “effectively connected” with a trade or business of the non-U.S. holder conducted in the United States (and, if certain treaties apply, is attributable to a U.S. permanent establishment maintained by the non-U.S. holder). Effectively connected gain will generally be subject to net income tax as if the non-U.S. holder were a U.S. holder. In addition, if such non-U.S. holder is a foreign corporation, it may be subject to the branch profits tax described above).

     Backup Withholding and Information Reporting

     We must report annually to the IRS and to each non-U.S. holder the amount of interest paid to that holder and the tax, if any, withheld from those payments. These reporting requirements apply regardless of whether withholding was reduced or eliminated by an applicable tax treaty. Copies of the information returns reporting those payments and withholding may also be made available to the tax authorities in the country in which the non-U.S. holder is a resident under the provisions of an applicable income tax treaty or agreement.

     Backup withholding and additional information reporting will generally not apply to payments of interest on the exchange notes made by us or our paying agent to a non-U.S. holder if the certification described in clause (5) under “Interest on the Exchange Notes” above is received.

     Backup withholding and information reporting generally will not apply to payments of proceeds from the sale or other taxable disposition (including a retirement or redemption) of an exchange note made to a non-U.S. holder by or through the foreign office of a broker. However, information reporting requirements will apply if such broker is, for U.S. federal income tax purposes, a U.S. person or has certain other enumerated connections with the United States, unless such broker has documentary evidence in its records that the holder is a non-U.S. person and certain other conditions are met, or the holder otherwise establishes an exemption. Payments of proceeds from the sale or

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other taxable disposition of an exchange note made to a non-U.S. holder by or through the United States office of a broker are subject to information reporting and backup withholding at the applicable rate unless the holder certifies, under penalty of perjury, that it is a non-U.S. person and that it satisfies certain other conditions, or otherwise establishes an exemption. Backup withholding is not an additional tax and a non-U.S. holder may obtain a refund or a credit against such non-U.S. holder’s U.S. federal income tax liability of any amounts withheld under the backup withholding rules, provided the required information is furnished to the IRS in a timely manner.

     Non-U.S. holders should consult their own tax advisors regarding the application of information reporting and backup withholding rules in their particular situations, the availability of an exemption therefrom and the procedure for obtaining such an exemption, if available.

Recently Enacted Legislation

     Recently enacted legislation regarding foreign account tax compliance, effective for payments made after December 31, 2012, imposes a withholding tax of 30% on interest and gross proceeds from the disposition of certain debt instruments paid to certain foreign entities unless various information reporting and certain other requirements are satisfied. However, the withholding tax will not be imposed on payments pursuant to obligations outstanding as of March 18, 2012. In addition, certain account information with respect to U.S. holders who hold the exchange notes through certain foreign financial institutions may be reportable to the IRS. Investors should consult with their own tax advisors regarding the possible implications of this recently enacted legislation to them.

     The preceding discussion is for general information purposes only and is not tax advice. Each potential investor should consult its own tax advisors as to its particular tax consequences with respect to the acquisition, ownership and disposition of the exchange notes acquired in the Exchange Offer, including the applicability and effect of other federal or state, local and foreign tax laws, and the possible effects of changes in tax laws.

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PLAN OF DISTRIBUTION

     Each broker-dealer that receives exchange notes for its own account pursuant to an exchange offer must acknowledge that (i) it has not entered into any arrangement or understanding with the Issuer or an affiliate of the Issuer to distribute such exchange notes and (ii) it will deliver a prospectus in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of 90 days after the consummation of the exchange offers, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, all dealers effecting transactions in the exchange notes may be required to deliver a prospectus.

     We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account pursuant to an exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to an exchange offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an “underwriter” within the meaning of the Securities Act, and any profit of any such resale of exchange notes and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

     For a period of 90 days after the consummation of the exchange offers, we will promptly send additional copies of this prospectus and any amendments or supplements to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offers (including the expenses of one counsel for the holders of the outstanding notes) other than commissions or concessions of any broker-dealers and will indemnify you (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

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LEGAL MATTERS

     The validity of the notes offered hereby will be passed upon for us by Dewey & LeBoeuf LLP, New York, New York.

EXPERTS

     The consolidated financial statements of LifePoint Hospitals, Inc. appearing in LifePoint Hospitals, Inc.’s Annual Report (Form 10-K) for the year ended December 31, 2010, and the effectiveness of LifePoint Hospitals, Inc.’s internal control over financial reporting as of December 31, 2010 have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements and LifePoint Hospitals, Inc.’s management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2010 are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE

     We file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information we file at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Our SEC filings are also available to the public from commercial document retrieval services and at the Internet website maintained by the SEC at http://www.sec.gov.

     This prospectus incorporates by reference the documents set forth below that LifePoint has previously filed with the SEC. These documents contain important information about LifePoint. The information incorporated by reference is deemed to be part of this prospectus, except for any information superseded by information in, or incorporated by reference in, this prospectus.

• Annual Report on Form 10-K for the fiscal year ended December 31, 2010;

• Quarterly Report on Form 10-Q for the three months ended March 31, 2011; and

• Current Report on Form 8-K dated January 26, 2011.

     We are also incorporating by reference additional documents that we file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act between the date of this prospectus and termination or completion of this exchange offer (excluding any information furnished pursuant to Items 2.02 or 7.01 on any current report on Form 8-K).

     You can obtain any of the documents incorporated by reference through us or the SEC. Documents incorporated by reference are available from us without charge, excluding all exhibits unless we have specifically incorporated by reference an exhibit in this prospectus. You may obtain documents incorporated by reference in this prospectus by requesting them in writing or by telephone from:

LifePoint Hospitals, Inc.
Attention: Investor Relations
103 Powell Court
Brentwood, Tennessee 37027
Telephone: (615) 372-8532

     You can also get more information by visiting our investor relations website at http://www.lifepointhospitals.com. Information contained on our website or that can be accessed through our website is not incorporated by reference in this prospectus and does not constitute a part of this prospectus and you should not rely on that information.

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$400,000,000

Offer to Exchange Registered 6.625% Senior Notes due 2020 for all of our Outstanding Unregistered
6.625% Senior Notes due 2020

Prospectus

, 2011

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145(a) of the General Corporation Law of the State of Delaware (the “DGCL”) provides, in general, that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, because the person is or was a director or officer of the corporation. Such indemnity may be against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and if, with respect to any criminal action or proceeding, the person did not have reasonable cause to believe the person’s conduct was unlawful.

     Section 145(b) of the DGCL provides, in general, that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor because the person is or was a director or officer of the corporation, against any expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to be indemnified for such expenses which the Court of Chancery or such other court shall deem proper.

     Section 145(g) of the DGCL provides, in general, that a corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation against any liability asserted against the person in any such capacity, or arising out of the person’s status as such, whether or not the corporation would have the power to indemnify the person against such liability under the provisions of the law.

     Article Thirteenth of LifePoint’s restated certificate of incorporation will require indemnification to the fullest extent permitted under the DGCL, as may be amended, of any person who is or was a director or officer of LifePoint who is or was involved or threatened to be made so involved in any proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was serving as a director, officer, employee or agent of LifePoint or was serving at the request of LifePoint as a director, officer, employee or agent of any other enterprise.

     The foregoing statements are subject to the detailed provisions of Section 145 of the DGCL and Article Thirteenth of LifePoint’s restated certificate of incorporation.

     The Company maintains a director and officer liability insurance policy for the benefit of its directors and certain officers and the directors and certain officers of its subsidiaries covering certain liabilities that may be incurred in the performance of these duties, which may include liability or related losses under the Securities Act or the Securities Exchange Act of 1934, as amended. In addition, the Company has entered into indemnification agreements with its directors and certain officers of the company indemnifying such persons to the fullest extent permitted under the laws of the State of Delaware.

Alabama Registrants

     (a) Community Hospital of Andalusia, Inc. is incorporated under the laws of Alabama.

     Code of Alabama, 1975, Section 10A-2-8.51 and 10A-2-8.56 gives a corporation power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal by reason of

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the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, penalties, fines and amounts paid in settlement reasonably incurred by him in connection with such action, suit or proceeding if such person acted in good faith and in a manner he reasonably believed to be in the best interests of the corporation, when acting in his or her official capacity with the corporation, or, in all other cases, not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. No indemnification shall be made, however, in respect of any claim, issue or matter as to which such person shall have not met the applicable standard of conduct, shall have been adjudged to be liable to the corporation or, in connection with any other action, suit or proceeding charging improper personal benefit to such person, if such person was adjudged liable on the basis that personal benefit was improperly received by him, unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. Also, Section 10A-2-8.52 states that, to the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any such action, suit or proceeding, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) reasonably incurred by him in connection therewith, notwithstanding that he has not been successful on any other claim, issue or matter in any such action, suit or proceeding.

     The Bylaws of Community Hospital of Andalusia, Inc. provide that the Corporation shall indemnify its officers and directors against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of occurrence of the claims or causes of action in such suits, made or brought against them as officers or directors of the Corporation, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification shall extend to the payment of judgments against such officers and directors and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the Corporation or amounts paid in settlement to the Corporation. Such right of indemnification shall not be exclusive of any right to which such officer or director may be entitled as a matter of law and shall extend and apply to the estates of such deceased officers or directors.

Arizona Registrants

     (a) PHC-Fort Mohave, Inc. and PHC-Lake Havasu, Inc. are incorporated under the laws of Arizona.

     Sections 10-850 through 10-858 of the Arizona Revised Statutes (the “A.R.S.”) permit indemnification of present and former directors, officers, employees or agents of an Arizona corporation, whether or not authority for such indemnification is contained in the indemnifying corporation’s articles of incorporation or bylaws.

     Sections 10-852 and 10-856 of the A.R.S. require an Arizona corporation, unless limited by its articles of incorporation, to indemnify an officer or director who has prevailed, on the merits or otherwise, in defending any proceeding brought against the officer or director because such person is or was an officer or director of the corporation. The corporation must indemnify the officer or director for reasonable expenses, including attorneys’ fees and all other costs and expenses reasonably related to a proceeding. A “proceeding” includes any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal.

     Section 10-851 of the A.R.S. permits an Arizona corporation to indemnify an officer or director made a party to a proceeding because such person is or was an officer or director of the corporation. The corporation may indemnify the officer or director against liability incurred in the proceeding if all of the following conditions exist: (i) the officer or director’s conduct was in good faith; (ii) the officer or director reasonably believed that his or her conduct was at least not opposed to the best interests of the corporation, or, where the conduct was in an official corporate capacity, that the conduct was in the best interest of the corporation; and (iii) in the case of criminal proceedings, the officer or director had no reasonable cause to believe that the conduct was unlawful.

     Before discretionary indemnification under Section 10-851 may be awarded to a director, the corporation must determine that it is permissible under the circumstances. This determination may be made either: (i) by majority vote of the directors not parties to the proceedings; (ii) by special legal counsel selected by majority vote of the

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disinterested directors, or by majority vote of the board if there are no disinterested directors; or (iii) by the shareholders (but shares owned by or voted under the control of directors who are parties to the proceeding are not voted).

     Section 10-854 of the A.R.S. permits a director of an Arizona corporation who is a party to a proceeding, unless the articles of incorporation provide otherwise, to apply to a court of competent jurisdiction for indemnification or for an advance of expenses. The court may order indemnification or an advance if it determines that indemnification is fair and reasonable, even if the director did not meet the prescribed standard of conduct described in Section 10-851.

     Neither the Articles of Incorporation nor the Bylaws of PHC-Fort Mohave, Inc. specifies the extent to which the corporation may indemnify its officers or directors.

     The Bylaws of PHC-Lake Havasu, Inc. allow for indemnification to the fullest extent permitted by the laws under which it is organized.

Colorado Registrants

     (a) PHC-Fort Morgan, Inc. is incorporated under the laws of Colorado.

     Sections 7-109-102 through 7-109-110 of the Colorado Business Corporation Act (the “Act”) grant the registrants’ broad powers to indemnify any person in connection with legal proceedings brought against him by reason of his present or past status as an officer or director of the registrant, provided with respect to conduct in an official capacity with the registrant, the person acted in good faith and in a manner he reasonably believed to be in the best interests of the registrant, with respect to all other conduct, the person believed the conduct to be at least not opposed to the best interests of the registrant, and with respect to any criminal action or proceeding, the person had no reasonable cause to believe his conduct was unlawful. Indemnification is limited to reasonable expenses incurred in connection with the proceeding. No indemnification may be made (i) in connection with a proceeding by or in the right of the registrant in which the person was adjudged liable to the registrant; or (ii) in connection with any other proceedings charging that the person derived an improper personal benefit, whether or not involving action in an official capacity, in which proceeding the person was judged liable on the basis that he derived an improper personal benefit, unless and only to the extent the court in which such action was brought or another court of competent jurisdiction determines upon application that, despite such adjudication, but in view of all relevant circumstances, the person is fairly and reasonably entitled to indemnity for reasonable expenses as the court deems proper. In addition, to the extent that any such person is successful in the defense of any such legal proceeding, the registrant is required by the Act to indemnify him against reasonable expenses.

     Neither the charter nor the bylaws of PHC-Fort Morgan, Inc. specifies the extent to which the corporation may indemnify its officers or directors.

Delaware Registrants

     (a) Historic LifePoint Hospitals, Inc., LifePoint Acquisition Corp., LifePoint Asset Management Company, Inc., LifePoint Holdings 3, Inc., LifePoint Hospitals Holdings, Inc., LifePoint RC, Inc., LifePoint VA Holdings, Inc., LifePoint WV Holdings, Inc. and Province Healthcare Company are incorporated under the laws of Delaware.

     Section 145 of the Delaware General Corporation Law (the “DGCL”) grants each corporation organized thereunder the power to indemnify any person who is or was a director, officer, employee or agent of a corporation or enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason of being or having been in any such capacity, if he acted in good faith in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

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     Section 102(b)(7) of the DGCL enables a corporation in its certificate of incorporation or an amendment thereto to eliminate or limit the personal liability of a director to the corporation or its stockholders of monetary damages for violations of the directors’ fiduciary duty of care, except (i) for any breach of the directors’ duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions) or (iv) for any transaction from which a director derived an improper personal benefit.

     The Charters of LifePoint Holdings 3, Inc. and LifePoint Hospitals Holdings, Inc. allow for indemnification to the fullest extent permitted by the laws under which they are organized.

     The Bylaws of LifePoint Holings 3, Inc. and LifePoint Hospitals Holdings, Inc. provide that the Corporation shall indemnify, in the manner and to the full extent permitted by law, any person (or the estate of any person) who was or is a party to, or is threatened to be made a party, any threatened, pending or completed action, suit or proceeding, whether or not by or in the right of the Corporation, and whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent or agent of another corporation, partnership, joint venture, trust or other enterprise. Where required by law, the indemnification provided for herein shall be made only as authorized in the specific case upon a determination, in the manner provided by law, that indemnification of the direct, officer, employee or agent is proper in the circumstances. Such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.

     The Charters of Historic LifePoint Hospitals, Inc. and LifePoint WV Holdings, Inc. provide that the Corporation shall, to the fullest extent permitted by the provisions of DGCL Section 145, as the same may be amended and supplemented from time to time, indemnify any and all persons whom it shall have the power to indemnify under said section from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any By-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

     The Bylaws of Historic LifePoint Hospitals, Inc. and LifePoint WV Holdings, Inc. provide that the Corporation shall indemnify its officers and directors against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of occurrence of the claims or causes of action in such suits, made or brought against them as officers or directors of the Corporation, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification shall extend to the payment of judgments against such officers and directors and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the Corporation or amounts paid in settlement to the Corporation. Such right of indemnification shall not be exclusive of any right to which such officer or director may be entitled as a matter of law and shall extend and apply to the estates of such deceased officers or directors.

     The Bylaws of each of LifePoint Acquisition Corp., LifePoint RC, Inc. and LifePoint VA Holdings, Inc. provide that the Corporation shall indemnify its officers and directors against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of occurrence of the claims or causes of action in such suits, made or brought against them as officers or directors of the Corporation, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification shall extend to the payment of judgments against such officers and directors and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the Corporation or amounts paid in settlement to the Corporation. Such right of indemnification shall not be exclusive of any right to which such officer or director may be entitled as a matter of law and shall extend and apply to the estates of such deceased officers or directors.

     The Charter of LifePoint Asset Management Company, Inc. allows for indemnification to the fullest extent permitted by the laws under which it is organized. The Bylaws provide each person who was or is made party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal,

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administrative, or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director or an officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation or of a partnership, joint venture, trust, or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee, or agent or in any other capacity while serving as a director, officer, employee, or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes, or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; provided, however, that, except as provided herein with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.

     The Charter of Province Healthcare Company provides that the Corporation shall, to the fullest extent permitted by the provisions of DGCL Section 145, as the same may be amended and supplemented from time to time, indemnify any and all persons whom it shall have the power to indemnify under said section from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any By-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

     The Bylaws of Charter of Province Healthcare Company provide that each person who was or is made a party or is threatened to be made a party to or is otherwise involved (including involvement as a witness) in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter, an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director or officer or in any other capacity while serving as a director or officer, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior thereto), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA exercise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in the bylaws, with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or party thereof) was authorized by the board of directors of the Corporation.

     (b) America Management Companies, LLC, AMG-Crockett, LLC, AMG-Hilcrest, LLC, AMG-Hillside, LLC, AMG-Livingston, LLC, AMG-Logan, LLC, AMG-Southern Tennessee, LLC, AMG-Trinity, LLC, Andalusia Physician Practices, LLC, Ashland Physician Services, LLC, Ashley Valley Medical Center, LLC, Ashley Valley Physician Practice, LLC, Athens Physicians Practice, LLC, Athens Regional Medical Center, LLC, Barrow Medical Center, LLC, Bartow General Partner, LLC, Bartow Memorial Limited Partner, LLC, Bolivar Physician Practices, LLC, Bourbon Community Hospital, LLC, Bourbon Physician Practice, LLC, Castleview Hospital, LLC, Castleview Medical, LLC, Castleview Physician Practice, LLC, Clinch Professional Physician Services, LLC, Colorado Plains Physician Practices, LLC, Community Medical, LLC, Community-Based Services, LLC, Crockett Hospital, LLC, Crockett PHO, LLC, DLP Partner, LLC, Danville Diagnostic Imaging Center, LLC, Danville Physician Practices, LLC, Danville Regional Medical Center School of Health Professions, LLC, Danville Regional Medical Center, LLC, Georgetown Community Hospital, LLC, Georgetown Rehabilitation, LLC, Guyan Valley Hospital, LLC, Halstead Hospital, LLC,

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HCK Logan Memorial, LLC, HDP Andalusia, LLC, HDP Georgetown, LLC, Hillside Hospital, LLC, HRMC, LLC, HST Physician Practice, LLC, HTI Georgetown, LLC, HTI PineLake, LLC, Hurricane Healthcare Partner, LLC, Integrated Physician Services, LLC, Kentucky Hospital, LLC, Kentucky Medserv, LLC, Kentucky MSO, LLC, Lake Cumberland Cardiology Associates, LLC, Lake Cumberland Physician Practices, LLC, Lake Cumberland Regional Hospital, LLC, Lake Cumberland Regional Physician Hospital Organization, LLC, Lakeland Community Hospital, LLC, Lakeland Physician Practices, LLC, Lander Valley Ambulatory Surgery Center, LLC, Lander Valley Medical Center, LLC, Lander Valley Physician Practices, LLC, Las Cruces Physician Practices, LLC, LCMC MRI, LLC, LCMC PET, LLC, LHSC, LLC, LifePoint Billing Services, LLC, LifePoint CSGP, LLC, LifePoint CSLP, LLC, LifePoint Holdings 2, LLC, LifePoint of GAGP, LLC, LifePoint of Kentucky, LLC, LifePoint of Lake Cumberland, LLC, Livingston Regional Hospital, LLC, Logan General Hospital, LLC, Logan Healthcare Partner, LLC, Logan Medical, LLC, Logan Memorial Hospital, LLC, Logan Physician Practice, LLC, Los Alamos Physician Practices, LLC, Martinsville Physician Practices, LLC, Meadowview Physician Practice, LLC, Meadowview Regional Medical Center, LLC, Meadowview Rights, LLC, Minden Physician Practices, LLC, Northeastern Nevada Physician Practices, LLC, Northwest Medical Center-Winfield, LLC, NWMC-Winfield Physician Practices, LLC, Opelousas Imaging Center Partner, LLC, Opelousas PET/CT Imaging Center, LLC, PHC Hospitals, LLC, PHC-Selma, LLC, PineLake Physician Practice, LLC, PineLake Regional Hospital, LLC, Poitras Practice, LLC, PRHC-Alabama, LLC, Principal Knox, L.L.C., Putnam Ambulatory Surgery Center, LLC, Putnam Community Medical Center, LLC, Putnam Physician Practices, LLC, R. Kendall Brown Practice, LLC, River Parishes Holdings, LLC, River Parishes Hospital, LLC, River Parishes Partner, LLC, River Parishes Physician Practices, LLC, Riverton Ambulatory Surgery Center, LLC, Riverton Memorial Hospital, LLC, Riverton Oncology Practice, LLC, Riverton Physician Practices, LLC, Riverview Medical Center, LLC, Rockdale Hospital, LLC, Rockdale Physician Practices, LLC, Russellville Hospital, LLC, Russellville Physician Practices, LLC, Select Healthcare, LLC, Selma Diagnostic Imaging, LLC, Siletchnik Practice, LLC, Smith County Memorial Hospital, LLC, Somerset Surgery Partner, LLC, Southern Tennessee EMS, LLC, Southern Tennessee Medical Center, LLC, Southern Tennessee PHO, LLC, Spring View Hospital, LLC, Spring View Physician Practices, LLC, Springhill Medical Center, LLC, Starke Physician Practices, LLC, Sumner Physician Practices, LLC, Sumner Real Estate Holdings, LLC, Sumner Regional Medical Center, LLC, The MRI Center of Northwest Alabama, LLC, THM Physician Practice, LLC, Trousdale Medical Center, LLC, Valley View Physician Practices, LLC, Vaughan Physician Practices, LLC, Ville Platte Medical Center, LLC, Ville Platte Physician Practices, LLC, Western Plains Physician Practices, LLC, Western Plains Regional Hospital, LLC, Woodford Hospital, LLC, Wyoming Holdings, LLC, Wythe County Community Hospital, LLC and Wythe County Physician Practices, LLC are registered under the laws of Delaware.

     Section 18-108 of the Delaware Limited Liability Company Act empowers a Delaware limited liability company to indemnify and hold harmless any member or manager of the limited liability company from and against any and all claims and demands whatsoever.

     The Operating Agreements of each of Ashland Physician Services, LLC, HRMC, LLC, PHC Hospitals, LLC, PHC-Selma, LLC, PRHC-Alabama, LLC, Principal Knox, L.L.C., Putnam Ambulatory Surgery Center, LLC and Selma Diagnostic Imaging, LLC provide:

     (a) The Company shall indemnify, and upon request shall advance expenses to, in the manner and to the full extent permitted by law, any Member, Representative and Manager (or the estate of any such person) who was or is a party to, or is threatened to be made a party to, any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal, by reason of the fact that such person is or was a Member, Representative or Manager of the Company, or is or was serving at the request of the Company as a director, officer, partner, manager, representative, trustee or employee of another corporation, partnership, joint venture, trust or other enterprise (an “indemnitee”). Notwithstanding the foregoing, the Company shall not indemnify any such indemnitee (a) in any proceeding by the Company against such indemnitee; or (b) if a judgment or other final adjudication adverse to the indemnitee establishes his liability for (i) any breach of the duty of loyalty to the Company or its shareholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) unlawful distributions under Section 18 of the Act.

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     (b) Any repeal or modification of the provisions of Section 18 of the Act, either directly or by the adoption of an inconsistent provision of this Agreement, shall not adversely affect any right or protection set forth herein existing in favor of a particular individual at the time of such repeal or modification. In addition, if an amendment to the Act limits or restricts in any way the indemnification rights permitted by law as of the date hereof, such amendment shall apply only to the extent mandated by law and only to activities of persons subject to indemnification under Section 18 of the Act which occur subsequent to the effective date of such amendment.

     The Operating Agreements of each of the other Delaware LLC registrants allow for indemnification to the fullest extent permitted by the laws under which they are organized.

     (c) LifePoint Corporate Services, General Partnership is registered under the laws of Delaware.

     Section 15-110 of the Delaware Revised Uniform Partnership Act provides that subject to such standards and restrictions, if any, as are set forth in its partnership agreement, a partnership may, and shall have the power to, indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever.

     The LifePoint Corporate Services General Partnership agreement allows for indemnification to the fullest extent permitted by the laws under which it is organized.

     (d) Lamar Surgery Center, LP, LifePoint of Georgia, Limited Partnership and Principal Knox, L.P. are registered under the laws of Delaware.

     Section 17-108 of the Delaware Revised Uniform Limited Partnership Act (“DRULPA”) permits a limited partnership to indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever.

     The Agreement of Limited Partnership of Lamar Surgery Center, LP provides that the Partnership, its receiver or its trustee (other than a liquidating trustee), shall indemnify, hold harmless and pay all judgments and claims against and, upon request, shall advance expenses to the General Partner, its Affiliates and their respective officers, directors, partners, employees, subsidiaries, agents, representatives, and affiliated assigns, from any liability, loss or damage incurred by them or by the Partnership by reason of any act performed or omitted to be performed by them in connection with the business of the Partnership (other than management services provided under the Management Agreement which indemnity shall be controlled by the Management Agreement), including costs and attorneys’ fees (which costs and attorneys’ fees may be advanced or paid as incurred) and any amounts expended in the settlement of any claims of liability, loss or damage; provided, however, that if such liability, loss or claim arises out of any action or inaction of the General Partner, any such indemnification shall be recoverable only from the assets of the Partnership and not from the assets of the Partners.

     The Agreements of Limited Partnership of LifePoint of Georgia, Limited Partnership and Principal Knox, L.P. allow for indemnification to the fullest extent permitted by the laws under which they are organized.

Florida Registrants

     (a) PHC-Belle Glade, Inc. is incorporated under the laws of Florida.

     Section 607.0831 of the Florida Business Corporation Act provides, among other things, that a director is not personally liable for monetary damages to a company or any other person for any statement, vote, decision, or failure to act, by the director, regarding corporate management or policy, unless the director breached or failed to perform his or her duties as a director and such breach or failure constitutes (a) a violation of criminal law, unless the director had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful; (b) a transaction from which the director derived an improper personal benefit; (c) a circumstance under which the liability provisions of Section 607.0834 of the Florida Business Corporation Act (relating to the liability of the directors for improper distributions) are applicable; (d) willful misconduct or a conscious disregard for the best interest of the company in the case of a proceeding by or in the right of the company to procure a judgment in its favor or by or in the right of a stockholders; or (e) recklessness or an act or omission in

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bad faith or with malicious purpose of with wanton and willful disregard of human rights, safety or property, in a proceeding by or in the right of someone other than such company or a stockholder.

     Section 607.0850 of the Florida Business Corporation Act authorizes, among other things, a company to indemnify any person who was or is a party to any proceeding (other than an action by or in the right of the company) by reason of the fact that he is or was a director, officer, employee or agent of the company (or is or was serving at the request of the company in such a position for any entity) against liability incurred in connection with such proceedings, if he or she acted in good faith and in a manner reasonably believed to be in the best interests of the company and, with respect to criminal proceedings, had no reasonable cause to believe his or her conduct was unlawful.

     The Florida Business Corporation Act requires that a director, officer or employee be indemnified for actual and reasonable expenses (including attorneys’ fees) to the extent that he or she has been successful on the merits or otherwise in the defense of any proceeding. Florida law also allows expenses of defending a proceeding to be advanced by a company before the final disposition of the proceedings, provided that the officer, director or employee undertakes to repay such advance if it is ultimately determined that indemnification is not permitted.

     The Florida Business Corporation Act states that the indemnification and advancement of expenses provided pursuant to Section 607.0850 is not exclusive and that indemnification may be provided by a company pursuant to other means, including agreements or bylaw provisions. Florida law prohibits indemnification or advancement of expenses, however, if a judgment or other final adjudication establishes that the actions of a director, officer or employee constitute (i) a violation of criminal law, unless he or she had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful; (ii) a transaction from which such person derived an improper personal benefit; (iii) willful misconduct or conscious disregard for the best interests of the company in the case of a derivative action or a proceeding by or in the right of a stockholder, or (iv) in the case of a director, a circumstance under which the liability provisions of Section 607.0834 of the Florida Business Corporation Act (relating to the liability of directors for improper distributions) are applicable.

     The bylaws of PHC-Belle Glade, Inc. allows for indemnification to the fullest extent permitted by the laws under which it is organized.

     (b) Bartow Healthcare System, Ltd. is registered under the laws of Florida.

     Chapter 620 of the Florida Revised Uniform Limited Partnership Act of 2005 (“FRULPA”) states that a limited partnership shall reimburse a general partner for payments made and indemnity a general partner for liabilities incurred by the general partner in the ordinary course of activities of the partnership or for the preservation of its activities or property if such payments were made or such liabilities were incurred in good faith and either in the furtherance of the limited partnership’s purposes or the ordinary scope of its activities.

     The Bylaws of Bartow Healthcare System, Ltd. allows for indemnification to the fullest extent permitted by the laws under which it is organized.

Indiana Registrants

     (a) PHC-Indiana, Inc. is incorporated under the laws of Indiana.

     Chapter 37 of the Indiana Corporation Law (“INCL”) states that a corporation may indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if the individual’s conduct was in good faith, the individual reasonably believed, in the case of conduct in the individual’s official capacity with the corporation, that the individual’s conduct was in its best interests, and, in the case of any criminal proceeding, the individual either had reasonable cause to believe the individual’s conduct was lawful or had no reasonable cause to believe the individual’s conduct was unlawful. Unless limited by its articles of incorporation, a corporation must indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director is or was a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding. A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if the director furnishes the corporation a written affirmation of the director’s

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good faith belief that the director has met the standard of conduct described in the INCL, the director furnishes the corporation a written undertaking, executed personally or on the director’s behalf, to repay the advance if it is ultimately determined that the director did not meet the standard of conduct and a determination is made that the facts then known to those making the determination would not preclude indemnification under the law. A corporation may not indemnify a director unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth under the law. The determination shall be made by the board of directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding, or by the other methods specified in Chapter 37 of the INCL.

     The indemnification and advance for expenses provided for or authorized by the INCL does not exclude any other rights to indemnification and advance for expenses that a person may have under a corporation’s articles of incorporation, bylaws or certain other duly authorized agreements.

     Neither the Articles of Incorporation nor the Bylaws of PHC-Indiana, Inc. specifies the extent to which the corporation may indemnify its officers or directors.

     (b) PHC-Charlestown, L.P. is registered under the laws of Indiana.

     Title 23, Article 16, Chapter 2 of the Indiana Code provides that a domestic or foreign limited partnership may indemnify a person made a party to an action because the person is or was a partner or officer of the partnership against liability incurred in the action if:

     (1) the person’s conduct was in good faith; and

     (2) the person reasonably believed:

     (A) in the case of conduct in the person’s capacity as a partner, that the person’s conduct was in the best interests of the partnership; and

     (B) in all other cases that the person’s conduct was at least not opposed to the best interests of the limited partnership or foreign limited partnership; and

     (3) in the case of any criminal action, the person either:

     (A) had reasonable cause to believe the person’s conduct was lawful; or

     (B) had no reasonable cause to believe the person’s conduct was unlawful.

     The indemnification provided for above does not exclude any other rights to indemnification that a partner or officer of the limited partnership may have under the partnership agreement or with the written consent of all partners.

     The limited partners of PHC-Charlestown, L.P. are indemnified by the partnership to the fullest extent permitted by the laws under which it is organized.

Kansas Registrants

     (a) Dodge City Healthcare Partner, Inc. and Kansas Healthcare Management Company, Inc. are incorporated under the laws of Kansas.

     Section 17-6305 of the Kansas General Corporation Law authorizes a corporation to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation to procure a judgment in its favor, by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, judgments, fines and amounts paid in settlement in connection with such action, including attorney’s fees, if such

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person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation; and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

     A Kansas corporation may also indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action, including attorney’s fees, if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

     The Bylaws of Dodge City Healthcare Partner, Inc. provide that the Corporation shall indemnify its officers and directors against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of occurrence of the claims or causes of action in such suits, made or brought against them as officers or directors of the Corporation, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification shall extend to the payment of judgments against such officers and directors and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the Corporation or amounts paid in settlement to the Corporation. Such right of indemnification shall not be exclusive of any right to which such officer or director may be entitled as a matter of law and shall extend and apply to the estates of such deceased officers or directors.

     The Bylaws of Kansas Healthcare Management Company, Inc. provide that when a person is sued, or prosecuted in a criminal action, either alone or with others, because he is or was a director or officer of the corporation, or of another corporation serving at the request of this corporation, in any proceeding arising out of his alleged misfeasance or nonfeasance in the performance of his duties or out of any alleged wrongful act against the corporation or by the corporation, he shall be indemnified for his reasonable expenses, including attorneys’ fees incurred in the defense of the proceedings, if both of the following conditions exist:

     (a) The person sued is successful in whole or in part, or the proceeding against him is settled with the approval of the court.

     (b) The court finds that his conduct fairly and equitably merits such indemnity.

     (b) Kansas Healthcare Management Services, LLC is registered under the laws of Kansas.

     Section §17-7670 of the Kansas Limited Liability Company Act provides that subject to such standards and restrictions, if any, as are set forth in its operating agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever. To the extent that a member, manager, officer, employee or agent has been successful on the merits or otherwise or the defenses of any action, suits or proceeding, or in defense of any issue or matter therein, such director, officer, employee or agent shall be indemnified against expenses actually and reasonably incurred by such person in connection therewith, including attorney fees.

     The Operating Agreement of Kansas Healthcare Management Services, LLC provides that the Company shall indemnify each Manager and Executive Manager for any act performed thereby within the scope of the authority conferred on such Manager or Executive Manager by this Agreement or by the Board of Managers, unless such act constitutes grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of Law.

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Kentucky Registrants

     (a) Kentucky Physician Services, Inc. is incorporated under the laws of Kentucky.

     Sections 271B.8-500 to 271B.8-580 of the Kentucky Business Corporation Act provides that, subject to restrictions contained in the statute, a corporation may indemnify any person made or threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he is or was a director or officer of the corporation. A person who has been successful on the merits or otherwise in any suit or matter covered by the indemnification statute shall be indemnified against expenses (including attorneys’ fees) reasonably incurred by him in connection therewith. Indemnification is authorized upon a determination that the person to be indemnified has met the applicable standard of conduct required. Expenses incurred in defense may be paid in advance upon receipt by the corporation of a written affirmation by the director of his good faith belief that he has met the applicable standard of conduct required, a written undertaking by or on behalf of the director to repay such advance if it is ultimately determined that he did not meet the standard of conduct, and a determination that the facts then known to those making the determination would not preclude indemnification under the statute. The indemnification provided by statute shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any by-law, agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. Insurance may be purchased on behalf of any person entitled to indemnification by the corporation against any liability incurred in an official capacity regardless of whether the person could be indemnified under the statute.

     The Bylaws of Kentucky Physician Services, Inc. provide that the corporation shall, to the fullest extent permitted by the provisions of the Kentucky Business Corporation Act, as the same may be amended and supplemented, from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said provisions, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, vote of shareholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

     (b) Buffalo Trace Radiation Oncology Associates, LLC is registered under the laws of Kentucky

     The Kentucky Limited Liability Company Act provides that a written operating agreement may: (1) Eliminate or limit the personal liability of a member or manager for monetary damages for breach of any duty provided for in Kentucky Revised Statutes 275.170 (duty of breach of care and loyalty) and (2) Provide for indemnification of a member or manager for judgments, settlements, penalties, fines, or expenses incurred in a proceeding to which a person is a party because the person is or was a member or manager.

     Neither the Articles of Organization nor the Operating Agreement of Buffalo Trace Radiation Oncology Associates, LLC specifies the extent to which the corporation may indemnify its officers or directors.

Louisiana Registrants

     (a) PHC-Doctors’ Hospital, Inc., PHC-Lakewood, Inc., PHC-Louisiana, Inc., PHC-Minden G.P., Inc. and PHC-Morgan Lake, Inc. are incorporated under the laws of Louisiana.

     Section 83 of the Louisiana Business Corporation Law provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative, or investigative, or in the right of the corporation, by reason of the fact that he is or was a director or officer of the corporation. The indemnity may include expenses, including attorneys’ fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Section 83 further provides that a Louisiana corporation may indemnify officers and directors in an action by or in the right of the corporation under the same conditions except that no indemnification is permitted without judicial approval if the director or officer shall have been adjudged to be liable for willful or intentional misconduct in the performance of his duty to the corporation. Where an officer or director

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is successful on the merits or otherwise in any defense of any action referred to above or any claim therein, the corporation must indemnify him against such expenses that such officer or director actually incurred. Section 83 permits a corporation to pay expenses incurred by the officer or director in defending an action, suit or proceeding in advance of the final disposition thereof if approved by the board of directors.

     Neither the Articles of Incorporation nor the Bylaws of the Colorado entities specifies the extent to which the corporations may indemnify its officers or directors.

     (b) PHC-Minden, L.P., PHC-Morgan City, L.P. and PHC-Opelousas, L.P. are registered under the laws of Louisiana.

     The text of the Louisiana statutes on Limited Partnerships do not address indemnification.

     The Agreements of Limited Partnership of PHC-Minden, L.P., PHC-Morgan City, L.P. and PHC-Opelousas, L.P. allow for indemnification to the fullest extent permitted by the laws under which it is organized.

Mississippi Registrant

     (a) PHC-Cleveland, Inc. is incorporated under the laws of Mississippi.

     Article 8, Subarticle E of the Mississippi Business Corporation Act (“MBCA”) permits Mississippi corporations to indemnify officers and directors. MBCA Section 79-4-2.02(b)(5) permits the corporation to include an obligatory indemnification for directors in its Articles of Incorporation for all acts other than:

     (i) distributions made in excess of standards established by Mississippi law or in the corporation’s articles of incorporation, for which Section 79-4-8.33 imposes personal liability on directors to the corporation; and

     (ii) circumstances where, in his performance as a director, a director has received a financial benefit to which he is not entitled, he intentionally inflicts harm on the corporation or its stockholders or he intentionally violates any criminal law. The law further permits us to advance all expenses for defense of a director in any lawsuit brought against a director in his capacity as a director. The MBCA specifically provides in Section 79-4-8.53 that such advances are allowed by Mississippi law. Such advances may be made under the MBCA only after a determination that the director met all relevant standards of conduct.

     Section 79-4-8.56 of the MBCA permits a Mississippi corporation to indemnify any officer to the same extent as to a director. Indemnification of officers and directors against reasonable expenses is mandatory under Section 79-4-8.52 of the MBCA to the extent the officer or director is successful on the merits or otherwise in the defense of any action or suit against him giving rise to a claim of indemnification.

     Neither the Articles of Incorporation nor the Bylaws of PHC-Cleveland, Inc. specifies the extent to which the corporation may indemnify its officers or directors.

Nevada Registrants

     (a) PHC-Elko, Inc., PHC-Knox, Inc., Principal Hospital Company of Nevada, Inc. and PHC-Palestine, Inc. are incorporated under the laws of Nevada.

     Chapter 78 of the Nevada Revised Statutes (“NRS”) allows directors and officers to be indemnified against liabilities they may incur while serving in such capacities. Under the applicable statutory provisions, the registrant may indemnify its directors or officers who were or are a party or are threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that they are or were directors or officers of the corporation, or are or were serving at the request of the corporation as directors or officers of another corporation, partnership, joint venture, trust, or other enterprise, against expenses, including attorneys’ fees, judgments, fines, and amounts paid in settlement, actually and reasonably incurred by them in connection with the action, suit, or proceeding, unless it is ultimately determined by a court of competent jurisdiction that they breached their fiduciary duties by intentional misconduct, fraud, or a knowing violation of law or did not act in good faith and in a manner which they reasonably believed to be in or not opposed to the best interests of the registrant, and, with respect to any criminal action or

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proceeding, had no reasonable cause to believe their conduct was unlawful. In addition, the applicable statutory provisions mandate that the registrant indemnify its directors and officers who have been successful on the merits or otherwise in defense of any action, suit, or proceeding against expenses, including attorneys’ fees, actually and reasonably incurred by them in connection with the defense. The registrant may include a provisions in the charter or bylaws requiring it to advance expenses incurred by directors or officers in defending any such action, suit, or proceeding upon receipt of written confirmation from such officers or directors that they have met certain standards of conduct and an undertaking by or on behalf of such officers or directors to repay such advances if it is ultimately determined that they are not entitled to indemnification by the registrant.

     The Articles of Incorporation of Principal Hospital Company of Nevada, Inc. provide that the Corporation shall indemnify, and upon request shall advance expenses to, in the manner and the full extent permitted by law, any officer or director (or the estate of any such person) who was or is a party to, or is threatened to be made a party to, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee or employee of another corporation, partnership, joint venture, trust or other enterprise. To the full extent permitted by law, the indemnification and advances provided for herein shall include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement.

     Neither the Articles of Incorporation nor the Bylaws of PHC-Elko, Inc., PHC-Knox, Inc. or PHC-Palestine, Inc specifies the extent to which the corporation may indemnify its officers or directors.

New Mexico Registrants

     (a) PHC-Las Cruces, Inc. and PHC-Los Alamos, Inc. are incorporated under the laws of Oklahoma.

     Section 53-11-4.1 of the New Mexico Business Corporation Act permits a corporation to indemnify any person made a party to any proceeding by reason of the fact that the person is or was a director or officer if (i) the person acted in good faith, (ii) the person reasonably believed the person’s conduct (a) in the case of conduct in the person’s official capacity with the corporation, that the person’s conduct was in its best interests, and (b) in all other cases, that the person’s conduct was at least not opposed to its best interests, and (iii) in the case of any criminal proceeding, the person had no reasonable cause to believe the person’s conduct was unlawful. Indemnification may be made against judgments, penalties, fines, settlements and reasonable expenses, actually incurred by the person in connection with the proceeding; except that if the proceeding was by or in the right of the corporation, indemnification may be made only against such reasonable expenses and shall not be made in respect of any proceeding in which the person shall have been adjudged to be liable to the corporation. The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, be determinative that the person did not meet the requisite standard of conduct. Section 53-11-4.1 provides for the advancement of expenses of directors and officers in specified circumstances. The indemnification authorized by Section 53-11-4.1 is not exclusive of any other rights to which those seeking indemnification may be entitled under the articles of incorporation, the bylaws, an agreement, a resolution of shareholders or directors or otherwise.

     The Certificates of Incorporation of PHC-Las Cruces, Inc. and PHC-Los Alamos, Inc. provide that the Corporation shall indemnify, and upon request shall advance expenses to, in the manner and the full extent permitted by law, any officer or director (or the estate of any such person) who was or is a party to, or is threatened to be made a party to, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee or employee of another corporation, partnership, joint venture, trust or other enterprise. To the full extent permitted by law, the indemnification and advances provided for herein shall include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement.

Oregon Registrant

     (a) Brim Hospitals, Inc. is incorporated under the laws of Oregon.

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     Section 60.391 of the Oregon Business Corporation Act (the “OBCA”) provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement in connection with specified actions, suits and proceedings, whether civil, criminal, administrative or investigative (other than action by or in the right of the corporation—a “derivative action”), if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful.

     The Restated Certificate of Incorporation of Brim Hospitals, Inc. provides that the Corporation may indemnify to the fullest extent permitted by law any person who is made or threatened to be made a party to, witness in, or otherwise involved in, any action, suit or proceeding, whether civil, criminal, administrative, investigative, or otherwise (including any action, suit or proceeding by or in the right of the Corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the Corporation or a fiduciary within the meaning of the Employee Retirement Income Security Act of 1974 with respect to any employee benefit plan of the Corporation, or serves or served at the request of the Corporation as a director, officer, employee or agent or as a fiduciary of an employee benefit plan, of another corporation, partnership, joint venture, trust, or other enterprise. Any indemnification provided pursuant to this paragraph shall not be exclusive of any rights to which the person indemnified may otherwise be entitled under any provision of articles of incorporation, bylaw, agreement, statute, policy of insurance, vote of shareholders or board of directors, or otherwise.

     For purposes of the paragraph above, the term “to the fullest extent permitted by law” shall include, without limitation, to the fullest extent permitted by any provision in the OBCA that authorizes a corporation to provide indemnification, by agreement, article, bylaw or otherwise, in addition to the permissible indemnification specifically authorized and set forth in the OBCA.

Pennsylvania Registrant

     (a) PHC-Ashland, L.P. is registered under the laws of Pennsylvania.

     Section 8510 of the Pennsylvania Revised Uniform Limited Partnership Act (the “Pennsylvania RULPA”) provides that, subject to such standards and restrictions, if any, as are set forth in its partnership agreement, a limited partnership may, and shall have the power to, indemnify and hold harmless any partner or other persons from and against any and all claims and demands whatsoever; provided, however, that such indemnification shall not be made in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness. The Pennsylvania RULPA defines “Person” as an individual or a corporation, partnership, limited liability company, trust, unincorporated organization, association or other entity.

     Neither the Certificate of Limited Partnership nor the Agreement of Limited Partnership specifies the extent to which the corporation may indemnify its officers or directors.

Tennessee Registrants

     (a) LifePoint Medical Group — Hillside, Inc., PHC-Aviation, Inc., PHC-Tennessee, Inc. and Principal-Needles, Inc. are incorporated under the laws of Tennessee.

     The Tennessee Business Corporation Act (“TBCA”) sets forth in Sections 48-18-502 through 48-18-508 the circumstances governing the indemnification of directors and officers of a corporation against liability incurred in the course of their official capacities. Section 48-18-502 of the TBCA provides that a corporation may indemnify any director against liability incurred in connection with a proceeding if (i) the director acted in good faith, (ii) the director reasonably believed, in the case of conduct in his or her official capacity with the corporation, that such conduct was in the corporation’s best interest, or, in all other cases, that his or her conduct was not opposed to the best interests of the corporation and (iii) in connection with any criminal proceeding, the director had no reasonable cause to believe that his or her conduct was unlawful. In actions brought by or in the right of the corporation, however, the TBCA provides that no indemnification may be made if the director or officer is adjudged to be liable to the corporation. Similarly, the TBCA prohibits indemnification in connection with any proceeding charging improper personal benefit to a director, if such director is adjudged liable on the basis that a personal benefit was improperly received. In cases where the director is wholly successful, on the merits or otherwise, in the defense of

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any proceeding instigated because of his or her status as a director of a corporation, Section 48-18-503 of the TBCA mandates that the corporation indemnify the director against reasonable expenses incurred in the proceeding. Notwithstanding the foregoing, Section 48-18-505 of the TBCA provides that a court of competent jurisdiction, upon application, may order that a director or officer be indemnified for reasonable expense if, in consideration of all relevant circumstances, the court determines that such individual is fairly and reasonably entitled to indemnification, whether or not the standard of conduct set forth above was met. Officers who are not directors are entitled, through the provisions of Section 48-18-507 of the TBCA, to the same indemnification afforded to directors under Sections 48-18-503 and 48-18-505.

     The Charter of LifePoint Medical Group — Hillside, Inc. provides that the Shareholder hereby indemnifies and holds harmless each of the Company and its officers, directors, agents and employees, and each person, if any, who controls or may control the Corporation within the meaning of the Securities Act of 1933, as amended from and against any and all claims, demands, actions, causes of action, losses, costs, damages, liabilities and expenses including, without limitation, reasonable legal fees, arising out of any of the following: (i) any misrepresentation or breach in connection with any of the representations or warranties given or made by the counterparties to this Agreement or any document, certificate, instrument or agreement delivered by or on behalf of the counterparties pursuant hereto; (ii) any breach of or default in connection with any of the covenants given or made by the counterparties to this Agreement or any document, certificate, instrument or agreement delivered by or on behalf of the counterparties pursuant hereto; (iii) any liability of counterparties with respect to any federal, state, local or foreign sales, use, income, profits or other tax (or penalties and interest thereon); or (iv) any indebtedness, obligation, liability (contingent or otherwise) or commitment of the counterparties of any nature whatsoever.

     The Limited Liability Company Agreement of LifePoint Medical Group — Hillside, Inc. provides that the Corporation shall indemnify its officers and directors against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of occurrence of the claims or causes of action in such suits, made or brought against them as officers or directors of the Corporation, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification shall extend to the payment of judgments against such officers and directors and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the Corporation or amounts paid in settlement to the Corporation. Such right of indemnification shall not be exclusive of any right to which such officer or director may be entitled as a matter of law and shall extend and apply to the estates of such deceased officers or directors.

     The Charters of PHC-Aviation, Inc. and PHC-Tennessee, Inc. provide that the Corporation shall, to the fullest extent permitted by the provisions of the TBCA, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said provisions from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said provisions, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, vote of shareholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

     The Charter of Principle-Needles, Inc. provides:

     (a) The Company shall indemnify, and upon request shall advance expenses to, in the manner and to the full extent permitted by law, any Member, Representative and Manager (or the estate of any such person) who was or is a party to, or is threatened to be made a party to, any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal, by reason of the fact that such person is or was a Member, Representative or Manager of the Company, or is or was serving at the request of the Company as a director, officer, partner, manager, representative, trustee or employee of another corporation, partnership, joint venture, trust or other enterprise (an “indemnitee”). Notwithstanding the foregoing, the Company shall not indemnify any such indemnitee (a) in any proceeding by the Company against such indemnitee; or (b) if a judgment or other final adjudication adverse to the indemnitee establishes his liability for (i) any breach of the duty of loyalty to the Company or its shareholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) unlawful distributions under Section 48-18-304 of the TBCA, to the same indemnification afforded to directors under Sections 48-18-503 and 48-18-505.

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     (b) The rights to indemnification and advancement of expenses set forth in the paragraph above are intended to be greater than those which are otherwise provided for in the TBCA, are contractual between the Corporation and the person being indemnified, his heirs, executors and administrators, and, with respect to the above paragraph are mandatory, notwithstanding a person’s failure to meet the standard of conduct required for permissive indemnification under the TBCA, as amended from time to time. The rights to indemnification and advancement of expenses set forth in the paragraph above are nonexclusive of other similar rights which may be granted by law, this Charter, the bylaws, a resolution of the board of directors or shareholders of the Corporation, or an agreement with the Corporation, which means of indemnification and advancement of expenses are hereby specifically authorized.

     (c) Any repeal or modification of the provisions of these paragraphs, either directly or by the adoption of an inconsistent provision of this Agreement, shall not adversely affect any right or protection set forth herein existing in favor of a particular individual at the time of such repeal or modification. In addition, if an amendment to the Act limits or restricts in any way the indemnification rights permitted by law as of the date hereof, such amendment shall apply only to the extent mandated by law and only to activities of persons subject to indemnification under the provisions above which occur subsequent to the effective date of such amendment.

Texas Registrants

     (a) Mexia-Principal, Inc., Palestine-Principal G.P., Inc. and PRHC-Ennis G.P., Inc. are incorporated under the laws of Texas.

     Section 8.051 of the Texas Business Organizations Code (the “TBOC”) applies to each form of entity in Texas and states that: (a) An enterprise shall indemnify a governing person, former governing person, or delegate against reasonable expenses actually incurred by the person in connection with a proceeding in which the person is a respondent because the person is or was a governing person or delegate if the person is wholly successful, on the merits or otherwise, in the defense of the proceeding. (b) A court that determines, in a suit for indemnification, that a governing person, former governing person, or delegate is entitled to indemnification under this section shall order indemnification and award to the person the expenses incurred in securing the indemnification.

     Section 8.052 states that (a) On application of a governing person, former governing person, or delegate and after notice is provided as required by the court, a court may order an enterprise to indemnify the person to the extent the court determines that the person is fairly and reasonably entitled to indemnification in view of all the relevant circumstances. (b) This section applies without regard to whether the governing person, former governing person, or delegate applying to the court satisfies the requirements of Section 8.101 or has been found liable: (1) to the enterprise; or (2) because the person improperly received a personal benefit, without regard to whether the benefit resulted from an action taken in the person’s official capacity. (c) The indemnification ordered by the court under this section is limited to reasonable expenses if the governing person, former governing person, or delegate is found liable: (1) to the enterprise; or (2) because the person improperly received a personal benefit, without regard to whether the benefit resulted from an action taken in the person’s official capacity.

     Section 8.101 states that (a) An enterprise may indemnify a governing person, former governing person, or delegate who was, is, or is threatened to be made a respondent in a proceeding to the extent permitted by Section 8.102 if it is determined in accordance with Section 8.103 that: (1) the person: (A) acted in good faith; (B) reasonably believed: (i) in the case of conduct in the person’s official capacity, that the person’s conduct was in the enterprise’s best interests; and (ii) in any other case, that the person’s conduct was not opposed to the enterprise’s best interests; and (C) in the case of a criminal proceeding, did not have a reasonable cause to believe the person’s conduct was unlawful; (2) with respect to expenses, the amount of expenses other than a judgment is reasonable; and (3) indemnification should be paid. (b) Action taken or omitted by a governing person or delegate with respect to an employee benefit plan in the performance of the person’s duties for a purpose reasonably believed by the person to be in the interest of the participants and beneficiaries of the plan is for a purpose that is not opposed to the best interests of the enterprise. (c) Action taken or omitted by a delegate to another enterprise for a purpose reasonably believed by the delegate to be in the interest of the other enterprise or its owners or members is for a purpose that is not opposed to the best interests of the enterprise. (d) A person does not fail to meet the standard under Subsection (a)(1) solely because of the termination of a proceeding by: (1) judgment; (2) order; (3) settlement; (4) conviction; or (5) a plea of nolo contendere or its equivalent.

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     Section 8.102 states that (a) Subject to Subsection (b), an enterprise may indemnify a governing person, former governing person, or delegate against: (1) a judgment; and (2) expenses, other than a judgment, that are reasonable and actually incurred by the person in connection with a proceeding. (b) Indemnification under this subchapter of a person who is found liable to the enterprise or is found liable because the person improperly received a personal benefit: (1) is limited to reasonable expenses actually incurred by the person in connection with the proceeding; (2) does not include a judgment, a penalty, a fine, and an excise or similar tax, including an excise tax assessed against the person with respect to an employee benefit plan; and (3) may not be made in relation to a proceeding in which the person has been found liable for: (A) willful or intentional misconduct in the performance of the person’s duty to the enterprise; (B) breach of the person’s duty of loyalty owed to the enterprise; or (C) an act or omission not committed in good faith that constitutes a breach of a duty owed by the person to the enterprise. (c) A governing person, former governing person, or delegate is considered to have been found liable in relation to a claim, issue, or matter only if the liability is established by an order, including a judgment or decree of a court, and all appeals of the order are exhausted or foreclosed by law.

     Neither the Articles of Incorporation nor the Bylaws of Mexia-Principal, Inc., Palestine-Principal G.P., Inc., or PRHC-Ennis G.P., Inc. specifies the extent to which the corporation may indemnify its officers or directors.

     (b) Texas Specialty Physicians is a registered LLC under the laws of Texas

     The relevant sections of the Texas Business Organizations Code (the “TBOC”) referenced above may apply equally to limited liability companies to the extent they provide as such in their organizational documents.

     The Bylaws of Texas Specialty Physicians provide that the Corporation will indemnify a director, officer, member, committee member, employee, or agent of the Corporation who was, is, or may be named defendant or respondent in any proceeding as a result of his or her actions or omissions within the scope of his or her official capacity in the Corporation. For the purposes of this article, an agent includes one who is or was serving at the Corporation’s request as a director, officer, partner, venturer, proprietor, trusts, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise. The Corporation will indemnify a person only if he or she acted in good faith and reasonably believed that his or her conduct was in the Corporation’s best interests. In case of a criminal proceeding, the person may be indemnified only if he or she had no reasonable cause to believe that the conduct was unlawful. The Corporation will not indemnify a person who is found liable to the Corporation or is found liable to another on the basis of improperly receiving a personal benefit from the Corporation. A person is conclusively considered to have been found liable in relation to any claim, issue, or matter if the person has been adjudged liable by a court of competent jurisdiction and all appeals have been exhausted. Termination of a proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent does not necessarily preclude indemnification by the Corporation. In addition to the situations otherwise described in this paragraph, the Corporation may indemnify a director, officer, member, committee member, employee, or agent of the Corporation to the extent permitted by law. However, the Corporation will not indemnify any person in any situation in which indemnification is prohibited.

     (c) Mexia Principal Healthcare Limited Partnership, Palestine Principal Healthcare Limited Partnership and PRHC-Ennis, L.P. are registered under the laws of Texas.

     The relevant sections of the Texas Business Organizations Code (the “TBOC”) referenced above may apply equally to partnerships to the extent they provide as such in their organizational documents.

     The Limited Partnership Agreement of Palestine Principal Healthcare Limited Partnership provides that the General Partner, its employees, agents and assigns, shall be indemnified by the Partnership against any and all claims, demands and losses whatsoever if: (i) the indemnitee conducted itself in good faith; and (ii) reasonably believed (a) in the case of conduct in its official capacity with the Partnership, that its conduct was in its best interests and (b) in all other cases, that its conduct was at least not opposed to its best interests; and (iii) in the case of any criminal proceeding, it had no reasonable cause to believe its conduct was unlawful.

     The Mexia Principal Healthcare and PRHC-Ennis, L.P. Limited Partnership Agreements allow for indemnification to the fullest extent permitted by the laws under which it is organized.

II-17

Virginia Registrants

     (a) Clinch Valley Medical Center, Inc. and PHC-Martinsville, Inc. are incorporated under the laws of Virginia.

     Under Sections 13.1-697 and 13.1-702 of the Virginia Stock Corporation Act (the “Act”), a Virginia corporation generally is authorized to indemnify its directors and officers in civil and criminal actions if they acted in good faith and believed their conduct to be in the best interests of the corporation and, in the case of criminal actions, had no reasonable cause to believe that the conduct was unlawful. In addition, the Act eliminates the liability for monetary damages of a director or officer in a shareholder or derivative proceeding. This elimination of liability will not apply in the event of willful misconduct or a knowing violation of criminal law or any federal or state securities law. Sections 13.1-692.1 and 13.1-696 through 704 of the Act are incorporated into this paragraph by reference.

     The Bylaws of Clinch Valley Medical Center, Inc. provide that the Corporation shall indemnify its officers and directors against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of occurrence of the claims or causes of action in such suits, made or brought against them as officers or directors of the Corporation, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification shall extend to the payment of judgments against such officers and directors and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the Corporation or amounts paid in settlement to the Corporation. Such right of indemnification shall not be exclusive of any right to which such officer or director may be entitled as a matter of law and shall extend and apply to the estates of such deceased officers or directors.

     The Articles of Incorporation of PHC-Martinsville, Inc. provide:

     (a) The Company shall indemnify, and upon request shall advance expenses to, in the manner and to the full extent permitted by law, any Member, Representative and Manager (or the estate of any such person) who was or is a party to, or is threatened to be made a party to, any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal, by reason of the fact that such person is or was a Member, Representative or Manager of the Company, or is or was serving at the request of the Company as a director, officer, partner, manager, representative, trustee or employee of another corporation, partnership, joint venture, trust or other enterprise (an “indemnitee”). Notwithstanding the foregoing, the Company shall not indemnify any such indemnitee (a) in any proceeding by the Company against such indemnitee; or (b) if a judgment or other final adjudication adverse to the indemnitee establishes his liability for (i) any breach of the duty of loyalty to the Company or its shareholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) unlawful insider trading or manipulation of the market under Section 13.1-692 of the Act.

     (b) The rights to indemnification and advancement of expenses set forth in the paragraph above are intended to be greater than those which are otherwise provided for in the Act, are contractual between the Corporation and the person being indemnified, his heirs, executors and administrators, and, with respect to the above paragraph are mandatory, notwithstanding a person’s failure to meet the standard of conduct required for permissive indemnification under the Act as amended from time to time. The rights to indemnification and advancement of expenses set forth in the paragraph above are nonexclusive of other similar rights which may be granted by law, these Articles of Incorporation, the bylaws, a resolution of the board of directors or shareholders of the Corporation, or an agreement with the Corporation, which means of indemnification and advancement of expenses are hereby specifically authorized.

     (c) Any repeal or modification of the provisions of these paragraphs, either directly or by the adoption of an inconsistent provision of these Articles of Incorporation, shall not adversely affect any right or protection set forth herein existing in favor of a particular individual at the time of such repeal or modification. In addition, if an amendment to the Act limits or restricts in any way the indemnification rights permitted by law as of the date hereof, such amendment shall apply only to the extent mandated by law and only to activities of persons subject to indemnification under the provisions above which occur subsequent to the effective date of such amendment.

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     (b) Clinch Valley Endocrinology, LLC, Clinch Valley Pulmonology, LLC, Clinch Valley Urology, LLC, Memorial Hospital of Martinsville & Henry County Ambulatory, LLC and Orthopedics of Southwest Virginia, LLC are registered under the laws of Virginia.

     Section 13.1-1009(16) of the Virginia Limited Liability Company Act permits a limited liability company to indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever, and to pay for or reimburse any member or manager or other person for reasonable expenses incurred by such a person who is a party to a proceeding in advance of final disposition of the proceeding.

     The operating agreements of each of the Virginia limited liability companies indemnify their officers and managers against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of the occurrence of the claims or causes of action in such suits, made or brought against them as officers or managers of the company, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification extends to the payment of judgments against such officers and managers and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the company or amounts paid in settlement to the company. Such indemnification also extends to the payment of counsel fees and expenses of such officers and managers in suits against them where successfully defended by them or where unsuccessfully defended, if there is no finding or judgment that the claim or action arose from the gross negligence or willful misconduct of such officers or managers. Such right of indemnification is not exclusive of any right to which such officer or manager may be entitled as a matter of law and shall extend and apply to the estates of deceased officers and managers.

     The Operating Agreements of Clinch Valley Endocrinology, LLC, Clinch Valley Pulmonology, Clinch Valley Urology, LLC and Orthopedics of Southwest Virginia, LLC allow for indemnification to the fullest extent permitted by the laws under which it is organized.

     The Operating Agreement of Memorial Hospital of Martinsville & Henry County Ambulatory, LLC provides the Company shall indemnify the Member or any officer of the Company (as such, an “Indemnified Party”) who was or is a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, and whether formal or informal (a “Proceeding”), including a Proceeding brought on behalf of the Member, because such Indemnified Party is or was a Member or officer of the Company, or is or was serving at the request of the Company as a manager, director, trustee, partner or officer of another entity, against any liability and reasonable expenses (including reasonable attorneys’ fees) incurred by such Indemnified Party in connection with such Proceeding unless such Indemnified Party has engaged in willful misconduct or a knowing violation of the criminal law or has knowingly exceeded the authority granted by or pursuant to this Agreement, or unless such Proceeding is to enforce contractual obligations of a Member under this Agreement or otherwise. No amendment of this Section shall have any effect on the rights provided herein with respect to any act or omission occurring prior to such amendment. No Indemnified Party shall be entitled to indemnification pursuant to this Section to the extent such Indemnified Party is entitled to indemnification by or from another person or entity, including an insurer.

Washington Registrant

     (a) Care Health Company, Inc. is incorporated under the laws of Washington

     Section 23B.08.560 of the Washington Business Corporation Act (the “WBCA”) provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement in connection with specified actions, suits and proceedings, whether civil, criminal, administrative or investigative (other than action by or in the right of the corporation—a “derivative action”), if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful.

     A similar standard is applicable in the case of derivative actions, except that indemnification only extends to expenses (including attorneys’ fees) incurred in connection with the defense or settlement of such action, and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The statutes provide that it is not exclusive of other indemnification that

II-19

may be granted by a corporation’s certificate of incorporation, bylaws, disinterested director vote, stockholder vote, agreement, or otherwise.

     The WBCA further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against him and incurred by him in any such capacity, arising out of his status as such, whether or not the corporation would otherwise have the power to indemnify him under Section 23B.08.560.

     The Articles of Incorporation of Care Health Company, Inc. provide that the corporation shall indemnify any individual made a party to a proceeding because that individual is or was a director of the corporation and shall advance or reimburse the reasonable expenses incurred by such individual in advance of final disposition of the proceeding, without regard to the limitation in RCW 23B.08.510 through 23B.08.550 of the Washington Business Corporation Act, or any other limitation which may hereafter be enacted to the extent such limitation may be disregarded if authorized by the articles of incorporation, to the full extent and under all circumstances permitted by applicable law. Any repeal or modification of this Article by the shareholders of this corporation shall not adversely affect any right of any individual who is or was a director of the corporation which existed at the time of such repeal or modification. The Bylaws of Care Health Company, Inc. allow for indemnification to the fullest extent permitted by the laws under which it is organized.

West Virginia Registrants

     (a) West Virginia Management Services Organization, Inc. and Zone, Incorporated are incorporated under the laws of West Virginia

     Chapter 31D, Article 8 of the West Virginia Code of 1931, as amended, permits indemnification of present or former officers or directors who are named or threatened to be named as parties to a legal action arising out of their activities as officers or directors under certain circumstances.

     The Articles of Incorporation of West Virginia Management Services Organization, Inc. provide that the corporation shall, to the fullest extent permitted by the law, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expense, liabilities, or other matters referred to or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his official capacity, and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

     The Bylaws of West Virginia Management Services Organization, Inc. provide that the Corporation shall indemnify its officers and directors against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of occurrence of the claims or causes of action in such suits, made or brought against them as officers or directors of the Corporation, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification shall extend to the payment of judgments against such officers and directors and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the Corporation or amounts paid in settlement to the Corporation. Such right of indemnification shall not be exclusive of any right to which such officer or director may be entitled as a matter of law and shall extend and apply to the estates of such deceased officers or directors.

     The Certificate of Incorporation of Zone, Incorporated provides that any director or officer shall be indemnified by this corporation against expenses actually and necessarily incurred by him in connection with the defense of any action, suit, or proceeding, civil or criminal, in which he is made a party by reason of being or having been such director or officer, except in relation to matters as to which he would be adjudged in such action, suit or proceeding, to be liable for negligence or misconduct in the performance of duty to the corporation.

     The Bylaws of Zone, Incorporated provide that the Corporation shall indemnify its officers and directors against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of occurrence of the claims or causes of action in such suits, made or brought against them as officers or directors of the Corporation, and

II-20

against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification shall extend to the payment of judgments against such officers and directors and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the Corporation or amounts paid in settlement to the Corporation. Such right of indemnification shall not be exclusive of any right to which such officer or director may be entitled as a matter of law and shall extend and apply to the estates of such deceased officers or directors.

     (b) Raleigh General Hospital, LLC is registered under the laws of West Virginia.

     Section 31B-4-403 of the West Virginia Uniform Limited Liability Company Act discusses members’ and managers’ rights to payments and reimbursement. A limited liability company shall reimburse a member or manager for payments made and indemnify a member or manager for liabilities incurred by the member or manager in the ordinary course of the business of the company or for the preservation of its business or property. A limited liability company shall reimburse a member for an advance to the company beyond the amount of contribution the member agreed to make. A payment or advance made by a member that gives rise to an obligation of a limited liability company under the West Virginia statute constitutes a loan to the company upon which interest accrues from the date of the payment or advance. A member is not entitled to remuneration for services performed for a limited liability company, except for reasonable compensation for services rendered in winding up the business of the company.

     The Operating Agreement of Orthopedics of Raleigh General Hospital, LLC allows for indemnification to the fullest extent permitted by the laws under which it is organized.

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ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

     (a) EXHIBITS

Exhibit Number		Description of Exhibits
3.1	—	Amended and Restated Certificate of Incorporation (incorporated by reference from exhibits to the Registration Statement on Form S-8 filed by LifePoint Hospitals, Inc. on April 19, 2005, File No. 333-124151).
3.2	—	Fourth Amended and Restated By-Laws of LifePoint Hospitals, Inc. (incorporated by reference from exhibits to the LifePoint Hospitals, Inc. Current Report on Form 8-K dated December 15, 2010, File No. 000-51251).
3.3*	—	America Management Companies, LLC Certificate of Formation.
3.4*	—	America Management Companies, LLC Second Amended and Restated Limited Liability Company Agreement.
3.5*	—	AMG-Crockett, LLC Certificate of Formation.
3.6*	—	AMG-Crockett, LLC Amended and Restated Limited Liability Company Agreement.
3.7*	—	AMG-Hilcrest, LLC Certificate of Formation.
3.8*	—	AMG-Hilcrest, LLC Amended and Restated Limited Liability Company Agreement.
3.9*	—	AMG-Hillside, LLC Certificate of Formation.
3.10*	—	AMG-Hillside, LLC Limited Liability Company Agreement.
3.11*	—	AMG-Livingston, LLC Certificate of Formation.
3.12*	—	AMG-Livingston, LLC Amended and Restated Limited Liability Company Agreement.
3.13*	—	AMG — Logan, LLC Certificate of Formation.
3.14*	—	AMG — Logan, LLC Amended and Restated Limited Liability Company Agreement.
3.15*	—	AMG-Southern Tennessee, LLC Certificate of Formation.
3.16*	—	AMG-Southern Tennessee, LLC Amended and Restated Limited Liability Company Agreement.
3.17*	—	AMG-Trinity, LLC Certificate of Formation.
3.18*	—	AMG-Trinity, LLC Amended and Restated Limited Liability Company Agreement.
3.19*	—	Andalusia Physician Practices, LLC Certificate of Formation.
3.20*	—	Andalusia Physician Practices, LLC Limited Liability Company Agreement.

II-22

Exhibit Number		Description of Exhibits
3.21*	—	Ashland Physician Services, LLC Certificate of Formation.
3.22*	—	Ashland Physician Services, LLC Limited Liability Company Agreement.
3.23*	—	Ashley Valley Medical Center, LLC Certificate of Formation.
3.24*	—	Ashley Valley Medical Center, LLC Amended and Restated Limited Liability Company Agreement.
3.25*	—	Ashley Valley Physician Practice, LLC Certificate of Formation.
3.26*	—	Ashley Valley Physician Practice, LLC Amended and Restated Limited Liability Company Agreement.
3.27*	—	Athens Physicians Practice, LLC Certificate of Formation.
3.28*	—	Athens Physicians Practice, LLC Limited Liability Company Agreement.
3.29*	—	Athens Regional Medical Center, LLC Certificate of Formation.
3.30*	—	Athens Regional Medical Center, LLC Limited Liability Company Agreement.
3.31*	—	Barrow Medical Center, LLC Certificate of Formation.
3.32*	—	Barrow Medical Center, LLC Second Amended and Restated Limited Liability Company Agreement.
3.33*	—	Bartow General Partner, LLC Certificate of Formation.
3.34*	—	Bartow General Partner, LLC Limited Liability Company Agreement.
3.35*	—	Bartow Healthcare System Ltd. Amended and Restated Certificate of Limited Partnership.
3.36*	—	Bartow Healthcare System Ltd. Amended and Restated Agreement of Limited Partnership, including Amendments.
3.37*	—	Bartow Memorial Limited Partner, LLC Certificate of Formation.
3.38*	—	Bartow Memorial Limited Partner, LLC Limited Liability Company Agreement.
3.39*	—	Bolivar Physician Practices, LLC Certificate of Formation.
3.40*	—	Bolivar Physician Practices, LLC Limited Liability Company Agreement.
3.41*	—	Bourbon Community Hospital, LLC Certificate of Formation.
3.42*	—	Bourbon Community Hospital, LLC Amended and Restated Limited Liability Company Agreement.
3.43*	—	Bourbon Physician Practice, LLC Certificate of Formation.

II-23

Exhibit Number		Description of Exhibits
3.44*	—	Bourbon Physician Practice, LLC Limited Liability Company Agreement.
3.45*	—	Brim Hospitals, Inc. Restated Certificate of Incorporation.
3.46*	—	Brim Hospitals, Inc. By-Laws.
3.47*	—	Buffalo Trace Radiation Oncology Associates, LLC Articles of Organization.
3.48*	—	Buffalo Trace Radiation Oncology Associates, LLC Operating Agreement, including Amendment.
3.49*	—	Care Health Company, Inc. Articles of Incorporation.
3.50*	—	Care Health Company, Inc. By-Laws.
3.51*	—	Castleview Hospital, LLC Certificate of Formation.
3.52*	—	Castleview Hospital, LLC Amended and Restated Limited Liability Company Agreement.
3.53*	—	Castleview Medical, LLC Certificate of Formation.
3.54*	—	Castleview Medical, LLC Limited Liability Company Agreement.
3.55*	—	Castleview Physician Practice, LLC Certificate of Formation.
3.56*	—	Castleview Physician Practice, LLC Amended and Restated Limited Liability Company Agreement.
3.57*	—	Clinch Professional Physician Services, LLC Certificate of Formation.
3.58*	—	Clinch Professional Physician Services, LLC Limited Liability Company Agreement.
3.59*	—	Clinch Valley Endocrinology, LLC Articles of Organization.
3.60*	—	Clinch Valley Endocrinology, LLC Amended and Restated Operating Agreement.
3.61*	—	Clinch Valley Medical Center, Inc. (formerly Clinch Valley Community Medical Center, Inc.) Articles of Incorporation.
3.62*	—	Clinch Valley Medical Center, Inc. (formerly Galen-Med, Inc.) By-Laws.
3.63*	—	Clinch Valley Pulmonology, LLC Articles of Organization.
3.64*	—	Clinch Valley Pulmonology, LLC Amended and Restated Operating Agreement.
3.65*	—	Clinch Valley Urology, LLC Articles of Organization.
3.66*	—	Clinch Valley Urology, LLC Amended and Restated Operating Agreement.
3.67*	—	Colorado Plains Physician Practices, LLC Certificate of Formation.

II-24

Exhibit Number		Description of Exhibits
3.68*	—	Colorado Plains Physician Practices, LLC Limited Liability Company Agreement.
3.69*	—	Community Hospital of Andalusia, Inc. Certificate of Incorporation.
3.70*	—	Community Hospital of Andalusia, Inc. By-Laws.
3.71*	—	Community Medical, LLC Certificate of Formation.
3.72*	—	Community Medical, LLC Limited Liability Company Agreement.
3.73*	—	Community-Based Services, LLC Certificate of Formation.
3.74*	—	Community-Based Services, LLC Limited Liability Company Agreement.
3.75*	—	Crockett Hospital, LLC Certificate of Formation.
3.76*	—	Crockett Hospital, LLC Amended and Restated Limited Liability Company Agreement.
3.77*	—	Crockett PHO, LLC Certificate of Formation.
3.78*	—	Crockett PHO, LLC Limited Liability Company Agreement.
3.79*	—	DLP Partner, LLC (formerly Bullit County Hospital, LLC) Certificate of Formation.
3.80*	—	DLP Partner, LLC (formerly Bullit County Hospital, LLC) Limited Liability Company Agreement.
3.81*	—	Danville Diagnostic Imaging Center, LLC Certificate of Formation.
3.82*	—	Danville Diagnostic Imaging Center, LLC Limited Liability Company Agreement.
3.83*	—	Danville Physician Practices, LLC Certificate of Formation.
3.84*	—	Danville Physician Practices, LLC Limited Liability Company Agreement.
3.85*	—	Danville Regional Medical Center, LLC Certificate of Formation.
3.86*	—	Danville Regional Medical Center, LLC Limited Liability Company Agreement.
3.87*	—	Danville Regional Medical Center School of Health Professions, LLC Certificate of Formation.
3.88*	—	Danville Regional Medical Center School of Health Professions, LLC Limited Liability Company Agreement.
3.89*	—	Dodge City Healthcare Partner, Inc. (formerly Columbia/ HCA of Dodge City) Articles of Organization.
3.90*	—	Dodge City Health Care Partner, Inc. (formerly Columbia/ HCA of Dodge City) By-Laws.
3.91*	—	Georgetown Community Hospital, LLC Certificate of Formation.

II-25

Exhibit Number		Description of Exhibits
3.92*	—	Georgetown Community Hospital, LLC Amended and Restated Limited Liability Company Agreement.
3.93*	—	Georgetown Rehabilitation, LLC (formerly Pioneer Valley Hospital, LLC).Certificate of Formation.
3.94*	—	Georgetown Rehabilitation, LLC Amended and Restated Limited Liability Company Agreement.
3.95*	—	Guyan Valley Hospital, LLC Certificate of Formation.
3.96*	—	Guyan Valley Hospital, LLC Limited Liability Company Agreement.
3.97*	—	Halstead Hospital, LLC Certificate of Formation.
3.98*	—	Halstead Hospital, LLC Amended and Restated Limited Liability Company Agreement.
3.99*	—	HCK Logan Memorial, LLC Certificate of Formation.
3.100*	—	HCK Logan Memorial, LLC Amended and Restated Limited Liability Company Agreement.
3.101*	—	HDP Andalusia, LLC Certificate of Formation.
3.102*	—	HDP Andalusia, LLC Amended and Restated Limited Liability Company Agreement.
3.103*	—	HDP Georgetown, LLC Certificate of Formation.
3.104*	—	HDP Georgetown, LLC Amended and Restated Limited Liability Company Agreement.
3.105*	—	Hillside Hospital, LLC Certificate of Formation.
3.106*	—	Hillside Hospital, LLC Amended and Restated Limited Liability Company Agreement.
3.107*	—	Historic LifePoint Hospitals, Inc. (formerly LifePoint Hospitals, Inc.) Certificate of Incorporation.
3.108*	—	Historic LifePoint Hospitals, Inc. By-Laws.
3.109*	—	HRMC, LLC (formerly Havasu Regional Medical Center, LLC) Certificate of Formation.
3.110*	—	HRMC, LLC Limited Liability Company Agreement.
3.111*	—	HST Physician Practice, LLC Certificate of Formation.
3.112*	—	HST Physician Practice, LLC Amended and Restated Limited Liability Company Agreement.
3.113*	—	HTI Georgetown, LLC Certificate of Formation.
3.114*	—	HTI Georgetown, LLC Amended and Restated Limited Liability Company Agreement.
3.115*	—	HTI PineLake, LLC Certificate of Formation.

II-26

Exhibit Number		Description of Exhibits
3.116*	—	HTI PineLake, LLC Amended and Restated Limited Liability Company Agreement.
3.117*	—	Hurricane Healthcare Partner, LLC Certificate of Formation.
3.118*	—	Hurricane Healthcare Partner, LLC Limited Liability Company Agreement.
3.119*	—	Integrated Physician Services, LLC Certificate of Formation.
3.120*	—	Integrated Physician Services, LLC Second Amended and Restated Limited Liability Company Agreement.
3.121*	—	Kansas Healthcare Management Company, Inc. Articles of Incorporation.
3.122*	—	Kansas Healthcare Management Company, Inc. By-Laws.
3.123*	—	Kansas Healthcare Management Services, LLC Articles of Organization
3.124*	—	Kansas Healthcare Management Services, LLC Amended and Restated Operating Agreement.
3.125*	—	Kentucky Hospital, LLC Certificate of Formation.
3.126*	—	Kentucky Hospital, LLC Limited Liability Company Agreement.
3.127*	—	Kentucky Medserv, LLC Certificate of Formation.
3.128*	—	Kentucky Medserv, LLC Limited Liability Company Agreement.
3.129*	—	Kentucky MSO, LLC Certificate of Formation.
3.130*	—	Kentucky MSO, LLC Amended and Restated Limited Liability Company Agreement.
3.131*	—	Kentucky Physician Services, Inc. Certificate of Incorporation.
3.132*	—	Kentucky Physician Services, Inc. By-Laws.
3.133*	—	Lake Cumberland Cardiology Associates, LLC Certificate of Formation.
3.134*	—	Lake Cumberland Cardiology Associates, LLC Limited Liability Company Agreement.
3.135*	—	Lake Cumberland Physician Practices, LLC Certificate of Formation.
3.136*	—	Lake Cumberland Physician Practices, LLC Limited Liability Company Agreement.
3.137*	—	Lake Cumberland Regional Hospital, LLC Certificate of Formation.
3.138*	—	Lake Cumberland Regional Hospital, LLC Second Amended and Restated Limited Liability Company Agreement.
3.139*	—	Lake Cumberland Regional Physician Hospital Organization, LLC Certificate of Formation.
3.140*	—	Lake Cumberland Regional Physician Hospital Organization, LLC Limited Liability Company Agreement.

II-27

Exhibit Number		Description of Exhibits
3.141*	—	Lakeland Community Hospital, LLC (formerly Burdick West Medical Center, LLC) Certificate of Formation.
3.142*	—	Lakeland Community Hospital, LLC (formerly Burdick West Medical Center, LLC) Limited Liability Company Agreement.
3.143*	—	Lakeland Physician Practices, LLC (formerly Burdick West Physician Practices, LLC) Certificate of Formation.
3.144*	—	Lakeland Physician Practices, LLC (formerly Burdick West Physician Practices, LLC) Limited Liability Company Agreement.
3.145*	—	Lamar Surgery Center, L. P. Certificate of Limited Partnership.
3.146*	—	Lamar Surgery Center, L. P. Agreement of Limited Partnership.
3.147*	—	Lander Valley Ambulatory Surgery Center, LLC Certificate of Formation.
3.148*	—	Lander Valley Ambulatory Surgery Center, LLC Limited Liability Company Agreement.
3.149*	—	Lander Valley Medical Center, LLC Certificate of Formation.
3.150*	—	Lander Valley Medical Center, LLC Limited Liability Company Agreement.
3.151*	—	Lander Valley Physician Practices, LLC Certificate of Formation.
3.152*	—	Lander Valley Physician Practices, LLC Limited Liability Company Agreement.
3.153*	—	Las Cruces Physician Practices, LLC Certificate of Formation.
3.154*	—	Las Cruces Physician Practices, LLC Limited Liability Company Agreement.
3.155*	—	LCMC MRI, LLC Certificate of Formation.
3.156*	—	LCMC MRI, LLC Limited Liability Company Agreement.
3.157*	—	LCMC PET, LLC Certificate of Formation.
3.158*	—	LCMC PET, LLC Limited Liability Company Agreement.
3.159*	—	LHSC, LLC (formerly LOSCO, LLC) Certificate of Formation.
3.160*	—	LHSC, LLC (formerly LOSCO, LLC) Limited Liability Company Agreement.
3.161*	—	LifePoint Acquisition Corp. Certificate of Incorporation.
3.162*	—	LifePoint Acquisition Corp. By-Laws.
3.163*	—	LifePoint Asset Management company, Inc. Certificate of Incorporation.

II-28

Exhibit Number		Description of Exhibits
3.164*	—	LifePoint Asset Management company, Inc. By-Laws.
3.165*	—	LifePoint Billing Services, LLC (formerly America Group, LLC) Certificate of Formation.
3.166*	—	LifePoint Billing Services, LLC Amended and Restated Limited Liability Company Agreement.
3.167*	—	LifePoint Corporate Services, General Partnership Statement of Partnership Existence.
3.168*	—	LifePoint Corporate Services, General Partnership Agreement of General Partnership.
3.169*	—	LifePoint CSGP, LLC Certificate of Formation.
3.170*	—	LifePoint CSGP, LLC Limited Liability Company Agreement.
3.171*	—	LifePoint CSLP, LLC Certificate of Formation.
3.172*	—	LifePoint CSLP, LLC Limited Liability Company Agreement.
3.173*	—	LifePoint Holdings 2, LLC Certificate of Formation.
3.174*	—	LifePoint Holdings 2, LLC Limited Liability Company Agreement.
3.175*	—	LifePoint Holdings 3, Inc. Certificate of Incorporation.
3.176*	—	LifePoint Holdings 3, Inc. Bylaws.
3.177*	—	LifePoint Hospitals Holdings, Inc. Certificate of Incorporation.
3.178*	—	LifePoint Hospitals Holdings, Inc. Bylaws.
3.179*	—	LifePoint Medical Group — Hillside, Inc. Charter (formerly Columbia Medical Group — Hillside, Inc.).
3.180*	—	LifePoint Medical Group — Hillside, Inc. Limited Liability Company Agreement.
3.181*	—	LifePoint of GAGP, LLC Certificate of Formation.
3.182*	—	LifePoint of GAGP, LLC Limited Liability Company Agreement.
3.183*	—	LifePoint of Georgia, Limited Partnership Certificate of Limited Partnership.
3.184*	—	LifePoint of Georgia, Limited Partnership Agreement of Limited Partnership.
3.185*	—	LifePoint of Kentucky, LLC Certificate of Formation.
3.186*	—	LifePoint of Kentucky, LLC Limited Liability Company Agreement.
3.187*	—	LifePoint of Lake Cumberland, LLC (formerly Lake Cumberland, LLC) Certificate of Formation.

II-29

Exhibit Number		Description of Exhibits
3.188*	—	LifePoint of Lake Cumberland, LLC Limited Liability Company Agreement.
3.189*	—	LifePoint RC, Inc. (formerly Columbia America RC, Inc.) Certificate of Incorporation.
3.190*	—	LifePoint RC, Inc. (formerly Columbia America RC, Inc.) By-Laws.
3.191*	—	LifePoint VA Holdings, Inc. Certificate of Incorporation.
3.192*	—	LifePoint VA Holdings, Inc. By-Laws.
3.193*	—	LifePoint WV Holdings, Inc. Certificate of Incorporation.
3.194*	—	LifePoint WV Holdings, Inc. By-Laws.
3.195*	—	Livingston Regional Hospital, LLC Certificate of Formation.
3.196*	—	Livingston Regional Hospital, LLC Amended and Restated Limited Liability Company Agreement.
3.197*	—	Logan General Hospital, LLC Certificate of Formation.
3.198*	—	Logan General Hospital, LLC Limited Liability Company Agreement.
3.199*	—	Logan Healthcare Partner, LLC Certificate of Formation.
3.200*	—	Logan Healthcare Partner, LLC Limited Liability Company Agreement.
3.201*	—	Logan Medical, LLC Certificate of Formation.
3.202*	—	Logan Medical, LLC Limited Liability Company Agreement.
3.203*	—	Logan Memorial Hospital, LLC Certificate of Formation.
3.204*	—	Logan Memorial Hospital, LLC Amended and Restated Limited Liability Company Agreement.
3.205*	—	Logan Physician Practice, LLC Certificate of Formation.
3.206*	—	Logan Physician Practice, LLC Limited Liability Company Agreement.
3.207*	—	Los Alamos Physician Practices, LLC Certificate of Formation.
3.208*	—	Los Alamos Physician Practices, LLC Limited Liability Company Agreement.
3.209*	—	Martinsville Physician Practices, LLC Certificate of Formation.
3.210*	—	Martinsville Physician Practices, LLC Limited Liability Company Agreement.
3.211*	—	Meadowview Physician Practice, LLC Certificate of Formation.
3.212*	—	Meadowview Physician Practice, LLC Amended and Restated Limited Liability Company Agreement.

II-30

Exhibit Number		Description of Exhibits
3.213*	—	Meadowview Regional Medical Center, LLC Certificate of Formation.
3.214*	—	Meadowview Regional Medical Center, LLC Amended and Restated Limited Liability Company Agreement.
3.215*	—	Meadowview Rights, LLC Certificate of Formation.
3.216*	—	Meadowview Rights, LLC Amended and Restated Limited Liability Company Agreement.
3.217*	—	Memorial Hospital of Martinsville & Henry County Ambulatory Surgery Center, LLC Certificate of Organization.
3.218*	—	Memorial Hospital of Martinsville & Henry County Ambulatory Surgery Center, LLC Operating Agreement.
3.219*	—	Mexia Principal Healthcare Limited Partnership Certificate of Limited Partnership.
3.220*	—	Mexia Principal Healthcare Limited Partnership Limited Partnership Agreement, including Amendment.
3.221*	—	Mexia-Principal, Inc. Articles of Incorporation.
3.222*	—	Mexia-Principal, Inc. By-Laws.
3.223*	—	Minden Physician Practices, LLC Certificate of Formation.
3.224*	—	Minden Physician Practices, LLC Amended and Restated Limited Liability Company Agreement.
3.225*	—	Northeastern Nevada Physician Practices, LLC Certificate of Formation.
3.226*	—	Northeastern Nevada Physician Practices, LLC Limited Liability Company Agreement.
3.227*	—	Northwest Medical Center-Winfield, LLC Certificate of Formation.
3.228*	—	Northwest Medical Center-Winfield, LLC Limited Liability Company Agreement.
3.229*	—	NWMC-Winfield Physician Practices, LLC Certificate of Formation.
3.230*	—	NWMC-Winfield Physician Practices, LLC Limited Liability Company Agreement.
3.231*	—	Opelousas Imaging Center Partner, LLC Certificate of Formation.
3.232*	—	Opelousas Imaging Center Partner, LLC Limited Liability Company Agreement.
3.233*	—	Opelousas PET/ CT Imaging Center, LLC Certificate of Formation.
3.234*	—	Opelousas PET/ CT Imaging Center, LLC Amended and Restated Limited Liability Company Agreement.

II-31

Exhibit Number		Description of Exhibits
3.235*	—	Orthopedics of Southwest Virginia, LLC Certificate of Organization.
3.236*	—	Orthopedics of Southwest Virginia, LLC Amended and Restated Limited Liability Company Agreement.
3.237*	—	Palestine-Principal G.P., Inc. Articles of Incorporation.
3.238*	—	Palestine-Principal G.P., Inc. By-Laws.
3.239*	—	Palestine Principal Healthcare Limited Partnership Certificate of Limited Partnership.
3.240*	—	Palestine Principal Healthcare Limited Partnership Amended and Restated Limited Partnership Agreement, including Amendment.
3.241*	—	PHC-Ashland, L.P. Certificate of Limited Partnership.
3.242*	—	PHC-Ashland, L.P. Agreement of Limited Partnership.
3.243*	—	PHC-Aviation, Inc. Charter.
3.244*	—	PHC-Aviation, Inc. By-Laws.
3.245*	—	PHC-Belle Glade, Inc. Articles of Incorporation.
3.246*	—	PHC-Belle Glade, Inc. By-Laws.
3.247*	—	PHC-Charlestown, L.P. Certificate of Limited Partnership.
3.248*	—	PHC-Charlestown, L.P. Agreement of Limited Partnership.
3.249*	—	PHC-Cleveland, Inc. Articles of Incorporation.
3.250*	—	PHC-Cleveland, Inc. Bylaws.
3.251*	—	PHC-Doctors’ Hospital, Inc. Articles of Incorporation.
3.252*	—	PHC-Doctors’ Hospital, Inc. Bylaws.
3.253*	—	PHC-Elko, Inc. Articles of Incorporation.
3.254*	—	PHC-Elko, Inc. Bylaws.
3.255*	—	PHC-Fort Mohave, Inc. Articles of Incorporation.
3.256*	—	PHC-Fort Mohave, Inc. Bylaws.
3.257*	—	PHC-Fort Morgan, Inc. Articles of Incorporation.
3.258*	—	PHC-Fort Morgan, Inc. Bylaws.
3.259*	—	PHC Hospitals, LLC Certificate of Formation.

II-32

Exhibit Number		Description of Exhibits
3.260*	—	PHC Hospitals, LLC Limited Liability Company Agreement.
3.261*	—	PHC-Indiana, Inc. Articles of Incorporation.
3.262*	—	PHC-Indiana, Inc. Bylaws.
3.263*	—	PHC-Knox, Inc. Articles of Incorporation.
3.264*	—	PHC-Knox, Inc. Bylaws.
3.265*	—	PHC-Lake Havasu, Inc. Articles of Incorporation.
3.266*	—	PHC-Lake Havasu, Inc. Bylaws.
3.267*	—	PHC-Lakewood, Inc. Articles of Incorporation.
3.268*	—	PHC-Lakewood, Inc. Bylaws.
3.269*	—	PHC-Las Cruces, Inc. Certificate of Incorporation.
3.270*	—	PHC-Las Cruces, Inc. Bylaws.
3.271**	—	PHC-Los Alamos, Inc. Certificate of Incorporation.
3.272**	—	PHC-Los Alamos, Inc. Bylaws.
3.273**	—	PHC-Louisiana, Inc. Articles of Incorporation.
3.274**	—	PHC-Louisiana, Inc. Bylaws.
3.275**	—	PHC-Martinsville, Inc. Articles of Incorporation.
3.276**	—	PHC-Martinsville, Inc. Bylaws.
3.277**	—	PHC-Minden G.P., Inc. Articles of Incorporation.
3.278**	—	PHC-Minden G.P., Inc. Bylaws.
3.279**	—	PHC-Minden, L.P. Partnership Registration Form attaching Agreement of Limited Partnership.
3.280**	—	PHC-Minden, L.P. Agreement of Limited Partnership.
3.281**	—	PHC-Morgan City, L.P. Partnership Registration Form attaching Articles of Limited Partnership.
3.282**	—	PHC-Morgan City, L.P. Amended and Restated Articles of Limited Partnership.
3.283**	—	PHC-Morgan Lake, Inc. Articles of Incorporation.
3.284**	—	PHC-Morgan Lake, Inc. Bylaws.

II-33

Exhibit Number		Description of Exhibits
3.285**	—	PHC-Opelousas, L.P. Partnership Registration Form attaching Agreement of Limited Partnership.
3.286**	—	PHC-Opelousas, L.P. Amended and Restated Agreement of Limited Partnership.
3.287**	—	PHC-Palestine, Inc. Articles of Incorporation.
3.288**	—	PHC-Palestine, Inc. Bylaws.
3.289**	—	PHC-Selma LLC Certificate of Formation.
3.290**	—	PHC-Selma LLC Limited Liability Company Agreement.
3.291**	—	PHC-Tennessee, Inc. Charter
3.292**	—	PHC-Tennessee, Inc. Bylaws.
3.293**	—	PineLake Physician Practice, LLC Certificate of Formation.
3.294**	—	PineLake Physician Practice, LLC Amended and Restated Limited Liability Company Agreement.
3.295**	—	PineLake Regional Hospital, LLC Certificate of Formation.
3.296**	—	PineLake Regional Hospital, LLC Amended and Restated Limited Liability Company Agreement.
3.297**	—	Poitras Practice, LLC Certificate of Formation.
3.298**	—	Poitras Practice, LLC Amended and Restated Limited Liability Company Agreement.
3.299**	—	PRHC-Alabama, LLC Certificate of Formation.
3.300**	—	PRHC-Alabama, LLC Limited Liability Company Agreement.
3.301**	—	PRHC-Ennis G.P. Inc. (formerly PHC-Trinity Valley, Inc.) Articles of Incorporation.
3.302**	—	PRHC-Ennis G.P. Inc. (formerly PHC-Trinity Valley, Inc.) By-Laws.
3.303**	—	PRHC-Ennis, L.P. (formerly PHC-Palestine (Trinity), L.P.) Certificate of Limited Partnership.
3.304**	—	PRHC-Ennis, L.P. (formerly PHC-Palestine (Trinity), L.P.) Agreement of Limited Partnership including Amendment No. 1.
3.305**	—	Principal Hospital Company of Nevada, Inc. Articles of Incorporation.
3.306**	—	Principal Hospital Company of Nevada, Inc. Bylaws.
3.307**	—	Principal Knox, L.L.C. Certificate of Formation.

II-34

Exhibit Number		Description of Exhibits
3.308**	—	Principal Knox, L.L.C. Second Amended and Restated Limited Liability Company Agreement.
3.309**	—	Principal Knox, L.P. Certificate of Limited Partnership.
3.310**	—	Principal Knox, L.P. Agreement of Limited Partnership including Amendment.
3.311**	—	Principal Needles, Inc. Charter.
3.312**	—	Principal Needles, Inc. Bylaws.
3.313**	—	Province Healthcare Company Amended and Restated Certificate of Incorporation.
3.314**	—	Province Healthcare Company Amended and Restated By-Laws.
3.315**	—	Putnam Ambulatory Surgery Center, LLC Certificate of Formation.
3.316**	—	Putnam Ambulatory Surgery Center, LLC Amended and Restated Operating Agreement.
3.317**	—	Putnam Community Medical Center, LLC Certificate of Formation.
3.318**	—	Putnam Community Medical Center, LLC Limited Liability Company Agreement.
3.319**	—	Putnam Physician Practices, LLC Certificate of Formation.
3.320**	—	Putnam Physician Practices, LLC Limited Liability Company Agreement.
3.321**	—	R. Kendall Brown Practice, LLC Certificate of Formation.
3.322**	—	R. Kendall Brown Practice, LLC Amended and Restated Limited Liability Company Agreement. Raleigh.
3.323**	—	Raleigh General Hospital, LLC Articles of Organization.
3.324**	—	Raleigh General Hospital, LLC Amended and Restated Operating Agreement
3.325**	—	River Parishes Holdings, LLC Certificate of Formation.
3.326**	—	River Parishes Holdings, LLC Limited Liability Company Agreement.
3.327**	—	River Parishes Hospital, LLC Certificate of Formation.
3.328**	—	River Parishes Hospital, LLC Limited Liability Company Agreement.
3.329**	—	River Parishes Partner, LLC Certificate of Formation.
3.330**	—	River Parishes Partner, LLC Limited Liability Company Agreement.
3.331**	—	River Parishes Physician Practices, LLC Certificate of Formation
3.332**	—	River Parishes Physician Practices, LLC Limited Liability Company Agreement.

II-35

Exhibit Number		Description of Exhibits
3.333**	—	Riverton Ambulatory Surgery Center, LLC Certificate of Formation.
3.334**	—	Riverton Ambulatory Surgery Center, LLC Limited Liability Company Agreement.
3.335**	—	Riverton Memorial Hospital, LLC Certificate of Formation.
3.336**	—	Riverton Memorial Hospital, LLC Amended and Restated Limited Liability Company Agreement.
3.337**	—	Riverton Oncology Practice, LLC Certificate of Formation.
3.338**	—	Riverton Oncology Practice, LLC Limited Liability Company Agreement.
3.339**	—	Riverton Physician Practices, LLC Certificate of Formation.
3.340**	—	Riverton Physician Practices, LLC Amended and Restated Limited Liability Company Agreement.
3.341**	—	Riverview Medical Center, LLC Certificate of Formation.
3.342**	—	Riverview Medical Center, LLC Amended and Restated Limited Liability Company Agreement.
3.343**	—	Rockdale Hospital, LLC Certificate of Formation.
3.344**	—	Rockdale Hospital, LLC Limited Liability Company Agreement.
3.345**	—	Rockdale Physician Practices, LLC Certificate of Formation.
3.346**	—	Rockdale Physician Practices, LLC Limited Liability Company Agreement.
3.347**	—	Russellville Hospital, LLC Certificate of Formation.
3.348**	—	Russellville Hospital, LLC Limited Liability Company Agreement.
3.349**	—	Russellville Physician Practices, LLC Certificate of Formation.
3.350**	—	Russellville Physician Practices, LLC Limited Liability Company Agreement.
3.351**	—	Select Healthcare, LLC Certificate of Formation.
3.352**	—	Select Healthcare, LLC Amended and Restated Limited Liability Company Agreement.
3.353**	—	Selma Diagnostic Imaging, LLC Certificate of Formation.
3.354**	—	Selma Diagnostic Imaging, LLC Limited Liability Company Agreement.
3.355**	—	Siletchnik Practice, LLC Certificate of Formation.
3.356**	—	Siletchnik Practice, LLC Limited Liability Company Agreement.

II-36

Exhibit Number		Description of Exhibits
3.357**	—	Smith County Memorial Hospital, LLC Certificate of Formation.
3.358**	—	Smith County Memorial Hospital, LLC Amended and Restated Limited Liability Company Agreement.
3.359**	—	Somerset Surgery Partner, LLC Certificate of Formation.
3.360**	—	Somerset Surgery Partner, LLC Amended and Restated Limited Liability Company Agreement.
3.361**	—	Southern Tennessee EMS, LLC Certificate of Formation.
3.362**	—	Southern Tennessee EMS, LLC Amended and Restated Limited Liability Company Agreement.
3.363**	—	Southern Tennessee Medical Center, LLC Certificate of Formation.
3.364**	—	Southern Tennessee Medical Center, LLC Limited Liability Company Agreement.
3.365**	—	Southern Tennessee PHO, LLC Certificate of Formation.
3.366**	—	Southern Tennessee PHO, LLC Limited Liability Company Agreement.
3.367**	—	Spring View Hospital, LLC Certificate of Formation Limited Liability Company Agreement.
3.368**	—	Spring View Hospital, LLC Limited Liability Company Agreement.
3.369**	—	Spring View Physician Practices, LLC Certificate of Formation.
3.370**	—	Spring View Physician Practices, LLC Limited Liability Company Agreement.
3.371**	—	Springhill Medical Center, LLC Certificate of Formation.
3.372**	—	Springhill Medical Center, LLC Amended and Restated Limited Liability Company Agreement.
3.373**	—	Starke Physician Practices, LLC Certificate of Formation.
3.374**	—	Starke Physician Practices, LLC Limited Liability Company Agreement.
3.375**	—	Sumner Physician Practices, LLC Certificate of Formation.
3.376**	—	Sumner Physician Practices, LLC Limited Liability Company Agreement.
3.377**	—	Sumner Real Estate Holdings, LLC Certificate of Formation.
3.378**	—	Sumner Real Estate Holdings, LLC Limited Liability Company Agreement.
3.379**	—	Sumner Regional Medical Center, LLC Certificate of Formation.
3.380**	—	Sumner Regional Medical Center, LLC Limited Liability Company Agreement.

II-37

Exhibit Number		Description of Exhibits
3.381**	—	Texas Specialty Physicians Certificate of Formation.
3.382**	—	Texas Specialty Physicians Bylaws.
3.383**	—	The MRI Center of Northwest Alabama, LLC (formerly Winfield MRI Center, LLC) Certificate of Formation.
3.384**	—	The MRI Center of Northwest Alabama, LLC Limited Liability Company Agreement.
3.385**	—	THM Physician Practice, LLC Certificate of Formation.
3.386**	—	THM Physician Practice, LLC Amended and Restated Limited Liability Company Agreement.
3.387**	—	Trousdale Medical Center, LLC Certificate of Formation.
3.388**	—	Trousdale Medical Center, LLC Limited Liability Company Agreement.
3.389**	—	Valley View Physician Practices, LLC Certificate of Formation.
3.390**	—	Valley View Physician Practices, LLC Limited Liability Company Agreement.
3.391**	—	Vaughn Physician Practices, LLC Certificate of Formation.
3.392**	—	Vaughn Physician Practices, LLC Limited Liability Company Agreement.
3.393**	—	Ville Platte Medical Center, LLC Certificate of Formation.
3.394**	—	Ville Platte Medical Center, LLC Limited Liability Company Agreement.
3.395**	—	Ville Platte Physician Practices, LLC Certificate of Formation.
3.396**	—	Ville Platte Physician Practices, LLC Limited Liability Company Agreement.
3.397**	—	West Virginia Management Services Organization, Inc. Articles of Incorporation.
3.398**	—	West Virginia Management Services Organization, Inc. Bylaws.
3.399**	—	Western Plains Physician Practices, LLC Certificate of Formation.
3.400**	—	Western Plains Physician Practices, LLC Limited Liability Company Agreement.
3.401**	—	Western Plains Regional Hospital, LLC Certificate of Formation.
3.402**	—	Western Plains Regional Hospital, LLC Amended and Restated Limited Liability Company Agreement.
3.403**	—	Woodford Hospital, LLC Certificate of Formation.
3.404**	—	Woodford Hospital, LLC Limited Liability Company Agreement.

II-38

Exhibit Number		Description of Exhibits
3.405**	—	Wyoming Holdings, LLC Certificate of Formation.
3.406**	—	Wyoming Holdings, LLC Limited Liability Company Agreement.
3.407**	—	Wythe County Community Hospital, LLC Certificate of Formation.
3.408**	—	Wythe County Community Hospital LLC Limited Liability Company Agreement.
3.409**	—	Wythe County Physician Practices, LLC Certificate of Formation.
3.410**	—	Wythe County Physician Practices, LLC Limited Liability Company Agreement.
3.411**	—	Zone, Incorporated Certificate of Incorporation.
3.412**	—	Zone, Incorporated By-Laws.
4.1	—	Form of 3.25% Convertible Senior Subordinated Debenture due 2025 (incorporated by reference from exhibits to the LifePoint Hospitals, Inc. Current Report on Form 8-K dated August 10, 2005, File No. 000-51251).
4.2	—	Registration Rights Agreement, dated August 10, 2005, between LifePoint Hospitals, Inc. and Citigroup Global Markets Inc. as Representatives of the Initial Purchasers (incorporated by reference from exhibits to the LifePoint Hospitals, Inc. Current Report on Form 8-K dated August 10, 2005, File No. 000-51251).
4.3	—	Subordinated Indenture, dated as of May 27, 2003, between Province Healthcare Company and U.S. Bank Trust National Association, as Trustee (incorporated by reference from exhibits to Province Healthcare Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, File No. 001-31320).
4.4	—	First Supplemental Indenture to Subordinated Indenture, dated as of May 27, 2003, by and among Province Healthcare Company and U.S. Bank National Association, as Trustee, relating to Province Healthcare Company’s 71/2% Senior Subordinated Notes due 2013 (incorporated by reference from exhibits to Province Healthcare Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, File No. 001-31320).
4.5	—	Second Supplemental Indenture to Subordinated Indenture, dated as of April 1, 2005, by and among Province Healthcare Company and U.S. Bank National Association, as Trustee (incorporated by reference from exhibits to Province Healthcare Company’s Current Report on Form 8-K dated April 1, 2005, File No. 001-31320).
4.6	—	Indenture, dated August 10, 2005, between LifePoint Hospitals, Inc. and Citibank, N.A., as Trustee (incorporated by reference from exhibits to the LifePoint Hospitals, Inc. Current Report on Form 8-K dated August 10, 2005, File No. 000-51251).
4.7	—	Indenture, dated May 29, 2007, by and between LifePoint Hospitals, Inc. as Issuer and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference from exhibits to the LifePoint Hospitals, Inc. Current Report on Form 8-K dated May 31, 2007, File No. 000-51251).

II-39

Exhibit Number		Description of Exhibits
4.8	—	Indenture, dated September 23, 2010, by and among LifePoint Hospitals, Inc., the Guarantors (as defined therein) and The Bank of New York Mellon Trust Company, N.A. as trustee (including the Form of 6.625% Senior Notes due 2020) (incorporated by reference from exhibits to the LifePoint Hospitals, Inc. Current Report on Form 8-K dated September 27, 2010, File No. 000-51251).
4.9	—	Registration Rights Agreement, dated September 23, 2010, by and among LifePoint Hospitals, Inc., the Guarantors (as defined therein) and Barclays Capital Inc as representative of the several initial purchasers (incorporated by reference from exhibits to the LifePoint Hospitals, Inc. Current Report on Form 8-K dated September 27, 2010, File No. 000-51251).
5.1*	—	Opinion of Dewey & LeBoeuf LLP.
10.1	—	Computer and Data Processing Services Agreement, dated May 19, 2008, by and between HCA Information Technology Services, Inc. and LifePoint Hospitals, Inc. (incorporated by reference from exhibits to the LifePoint Hospitals, Inc. Current Report on Form 8-K dated May 21, 2008, File No. 000-51251).
10.2	—	Comprehensive Service Agreement for Diagnostic Imaging and Biomedical Services, executed on January 7, 2005, between LifePoint Hospital Holdings, Inc. and GE Healthcare Technologies (incorporated by reference from exhibits to the Historic LifePoint Hospitals, Inc. Annual Report on Form 10-K for the year ended December 31, 2004, File No. 000-29818).
10.3	—	Amended and Restated 1998 Long-Term Incentive Plan, as amended by the Amendment dated May 13, 2008, the Amendment dated December 10, 2008, the Amendment dated April 27, 2010, and the Amendment dated June 8, 2010 (incorporated by reference from Appendix A and B to the LifePoint Hospitals, Inc. Proxy Statement filed April 29, 2010, File No. 000-51251).
10.4	—	Form of LifePoint Hospitals, Inc. Nonqualified Stock Option Agreement (incorporated by reference from exhibits to the LifePoint Hospitals, Inc. Annual Report on Form 10-K for the year ended December 31, 2009, File No. 000-51251).
10.5	—	Form of LifePoint Hospitals, Inc. Restricted Stock Award Agreement (incorporated by reference from exhibits to the LifePoint Hospitals, Inc. Annual Report on Form 10-K for the year ended December 31, 2009, File No. 000-51251).
10.6	—	LifePoint Hospitals, Inc. Executive Performance Incentive Plan (incorporated by reference from Appendix C to the Historic LifePoint Hospitals, Inc. Proxy Statement dated April 28, 2004, File No. 000-29818).
10.7	—	First Amendment, dated December 10, 2008, to the LifePoint Hospitals, Inc. Executive Performance Incentive Plan (incorporated by reference from exhibits to the LifePoint Hospitals, Inc. Annual Report on Form 10-K for the year ended December 31, 2008, File No. 000-51251).
10.8	—	Form of LifePoint Hospitals, Inc. Performance Award Agreement (incorporated by reference from exhibits to the LifePoint Hospitals, Inc. Annual Report on Form 10-K for the year ended December 31, 2009, File No. 000-51251).
10.9	—	LifePoint Hospitals, Inc. Change in Control Severance Plan, as amended and restated (incorporated by reference from exhibits to the LifePoint Hospitals, Inc. Current Report on

II-40

Exhibit Number		Description of Exhibits
		Form 8-K dated December 16, 2008, File No. 000-51251).
10.10	—	LifePoint Hospitals, Inc. Amended and Restated Management Stock Purchase Plan, as amended by the Amendment dated May 22, 2003, the Amendment dated May 13, 2008, the Amendment dated December 10, 2008, the Amendment dated March 24, 2009, the Amendment dated April 27, 2010, and the Amendment dated June 8, 2010 (incorporated by reference from Appendix C and D to the LifePoint Hospitals, Inc. Proxy Statement filed April 29, 2010, File No. 000-51251).
10.11	—	Form of Outside Directors Restricted Stock Agreement (incorporated by reference from exhibits to the LifePoint Hospitals, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, File No. 000-51251).
10.12	—	Amended and Restated LifePoint Hospitals, Inc. Outside Directors Stock and Incentive Compensation Plan, dated May 14, 2008 (incorporated by reference from Appendix F to the LifePoint Hospitals, Inc. Proxy Statement filed April 29, 2010, File No. 000-51251).
10.13	—	Amendment dated March 24, 2009, to the LifePoint Hospitals, Inc. Amended and Restated Outside Directors Stock and Incentive Compensation Plan (incorporated by reference from exhibits to the LifePoint Hospitals, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, File No. 000-51251).
10.14	—	Amendment dated April 27, 2010, to the LifePoint Hospitals, Inc. Amended and Restated Outside Directors Stock and Incentive Compensation Plan (incorporated by reference from Appendix F to the LifePoint Hospitals, Inc. Proxy Statement filed April 29, 2010, File No. 000-51251).
10.15	—	Amendment dated June 8, 2010, to the LifePoint Hospitals, Inc. Amended and Restated Outside Directors Stock and Incentive Compensation Plan (incorporated by reference from Appendix E to the LifePoint Hospitals, Inc. Proxy Statement filed April 29, 2010, File No. 000-51251).
10.16	—	Form of LifePoint Hospitals, Inc. Deferred Restricted Stock Award (incorporated by reference from exhibits to the LifePoint Hospitals, Inc. Annual Report on Form 10-K for the year ended December 31, 2009, File No. 000-51251).
10.17	—	Amendment to the LifePoint Hospitals Deferred Compensation Plan, dated December 22, 2010 (incorporated by reference from exhibit 10.1 to the LifePoint Hospitals, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, File No. 000-51251).
10.18	—	Amendment to the LifePoint Hospitals Deferred Compensation Plan, dated March 14, 2011 (incorporated by reference from exhibit 10.2 to the LifePoint Hospitals, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, File No. 000-51251).
10.19	—	LifePoint Hospitals Deferred Compensation Plan (incorporated by reference from exhibits to the LifePoint Hospitals, Inc. Current Report on Form 8-K dated December 15, 2009, File No. 000-51251).
10.20	—	Credit Agreement, dated as of April 15, 2005, by and among LifePoint Hospitals, Inc., as borrower, the lenders referred to therein, Citicorp North America, Inc. as administrative agent, Bank of America, N.A., CIBC World Markets Corp., SunTrust Bank, UBS Securities LLC, as co syndication agents and Citigroup Global Markets, Inc., as sole lead arranger and

II-41

Exhibit Number		Description of Exhibits
		sole bookrunner (incorporated by reference from exhibits to LifePoint Hospitals, Inc. Current Report on Form 8-K dated April 19, 2005, File No. 000-51251).
10.21	—	Incremental Facility Amendment dated August 23, 2005, among LifePoint Hospitals, Inc., as borrower, Citicorp North America, Inc., as administrative agent and the lenders party thereto (incorporated by reference from exhibits to LifePoint Hospitals’ Current Report on Form 8-K dated August 23, 2005, File No. 000-51251).
10.22	—	Amendment No. 2 to the Credit Agreement, dated October 14, 2005, among LifePoint Hospitals, Inc. as borrower, Citicorp North America, Inc., as administrative agent and the lenders party thereto (incorporated by reference from exhibits to LifePoint Hospitals’ Current Report on Form 8-K dated October 18, 2005, File No. 000-51251).
10.23	—	Incremental Facility Amendment No. 3 to the Credit Agreement, dated June 30, 2006 among LifePoint Hospitals, Inc. as borrower, Citicorp North America, Inc. as administrative agent and the lenders party thereto. (incorporated by reference from exhibits to LifePoint Hospitals’ Current Report on Form 8-K dated June 30, 2006, File No. 000-51251).
10.24	—	Incremental Facility Amendment No. 4 to the Credit Agreement, dated September 8, 2006, among LifePoint Hospitals, Inc. as borrower, Citicorp North America, Inc. as administrative agent and the lenders party thereto (incorporated by reference from exhibits to LifePoint Hospitals’ Current Report on Form 8-K dated September 12, 2006, File No. 000-51251).
10.25	—	Amendment No. 5 to the Credit Agreement, dated as of May 11, 2007, among LifePoint Hospitals, Inc. as borrower, Citicorp North America, Inc., as administrative agent and the lenders party thereto (incorporated by reference from exhibits to the LifePoint Hospitals, Inc. Current Report on Form 8-K dated May 24, 2007, File No. 000-51251).
10.26	—	Amendment No. 6 to the Credit Agreement, dated as of April 6, 2009, among LifePoint Hospitals, Inc., as borrower, Citicorp North America, Inc., as administrative agent and the lenders party thereto (incorporated by reference from exhibits to the LifePoint Hospitals, Inc. Annual Report on Form 10-K for the year ended December 31, 2009, File No. 000-51251).
10.27	—	Amendment No. 7 to the Credit Agreement, dated as of February 26, 2010, among LifePoint Hospitals, Inc. as borrower, Citicorp North America, Inc. as administrative agent and the lenders party thereto (incorporated by reference from exhibits to the LifePoint Hospitals, Inc. Current Report on Form 8-K dated March 1, 2010, File No. 000-51251).
10.28	—	Amendment No. 8 to the Credit Agreement, dated as of September 17, 2010, among LifePoint Hospitals, Inc. as borrower, Citicorp North America, Inc. as administrative agent and the lenders party thereto (filed herewith).
10.29	—	ISDA 2002 Master Agreement, dated as of June 1, 2006, between Citibank, N.A. and LifePoint Hospitals, Inc. (incorporated by reference from exhibits to the LifePoint Hospitals, Inc. Current Report on Form 8-K/A dated September 8, 2006, File No. 000-51251).
10.30	—	Schedule to the ISDA 2002 Master Agreement (incorporated by reference from exhibits to the LifePoint Hospitals, Inc. Current Report on Form 8-K/A dated September 8, 2006, File No. 000-51251).
10.31	—	Confirmation, dated as of June 2, 2006, between LifePoint Hospitals, Inc. and Citibank, N.A. (incorporated by reference from exhibits to the LifePoint Hospitals, Inc. Current Report on Form 8-K/A dated September 8, 2006, File No. 000-51251).

II-42

Exhibit Number		Description of Exhibits
10.32	—	Executive Severance and Restrictive Covenant Agreement, dated December 11, 2008, by and between LifePoint CSGP, LLC and William F. Carpenter III (incorporated by reference from exhibits to the LifePoint Hospitals, Inc. Annual Report on Form 10-K for the year ended December 31, 2008, File No. 000-51251).
10.33	—	Form of Indemnification Agreement (incorporated by reference from exhibits to the LifePoint Hospitals, Inc. Current Report on Form 8-K dated August 29, 2008, File No. 000-51251).
10.34	—	Recoupment Policy Relating to Unearned Incentive Compensation of Executive Officers (incorporated by reference from exhibits to the LifePoint Hospitals, Inc. Current Report on Form 8-K dated May 20, 2008, File No. 000-51251).
10.35	—	Purchase Agreement dated September 20, 2010 among LifePoint Hospitals, Inc., the Guarantors party thereto, Barclays Capital Inc., as representative of the Initial Purchasers named therein (incorporated by reference from exhibits to the LifePoint Hospitals, Inc. Current Report on Form 8-K dated September 24, 2010, File No. 000-51251).
12.1*	—	Statement Regarding Computation of Ratio of Earnings to Fixed Charges.
21.1*	—	List of Subsidiaries.
23.1**	—	Consent of Independent Registered Public Accounting Firm.
23.2*	—	Consent of Dewey & LeBoeuf LLP (included in its opinion filed as Exhibit 5.1).
24.1*	—	Powers of Attorney (included in signature pages hereto).
25.1*	—	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Trustee under the Indenture, dated September 23, 2010 by and among LifePoint Hospitals, Inc., the Guarantors (as defined therein) and The Bank of New York Mellon Trust Company, N.A., as trustee.
99.1**	—	Form of Letter of Transmittal.
99.2*	—	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
99.3*	—	Form of Letter to Clients.
99.4*	—	Form of Notice of Guaranteed Delivery.

*	Filed previously
**	Filed herewith
(b)	FINANCIAL STATEMENT SCHEDULES

     Financial schedules are omitted because they are not applicable or the information is incorporated herein by reference.

II-43

ITEM 22 UNDERTAKINGS

     (a) The undersigned registrants hereby undertake:

     (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

     (i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

     (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

     (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

     (2) that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

     (3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;

     (b) The undersigned registrants hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been informed that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

II-44

SIGNATURES AND POWER OF ATTORNEY

     Pursuant to the requirements of the Securities Act of 1933, as amended, LifePoint Hospitals, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 26th day of May, 2011.

LifePoint Hospitals, Inc.

By:	/s/ William F. Carpenter III
	William F. Carpenter III
	Chief Executive Officer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* William F. Carpenter III	Chairman and Chief Executive Officer, Director (Principal Executive Officer)	May 26, 2011
* Jeffrey S. Sherman	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	May 26, 2011
* Michael S. Coggin	Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)	May 26, 2011
* Gregory T. Bier	Director	May 26, 2011
* Richard H. Evans	Director	May 26, 2011

Signature	Title	Date
* DeWitt Ezell, Jr.	Director	May 26, 2011
* Michael P. Haley	Director	May 26, 2011
* Marguerite W. Kondracke	Director	May 26, 2011
* John E. Maupin, Jr.	Director	May 26, 2011
* Owen G. Shell, Jr.	Lead Director	May 26, 2011

*    By:	/s/ Paul D. Gilbert
	Paul D. Gilbert
	Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 26th day of May, 2011.

Brim Hospitals, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Michael S. Coggin	Senior Vice President and Treasurer	May 26, 2011
* David M. Dill	President, Director	May 26, 2011
/s/ Paul D. Gilbert Paul D. Gilbert	Director	May 26, 2011

*    By:	/s/ Paul D. Gilbert
	Paul D. Gilbert
	Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 26th day of May, 2011.

Care Health Company, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Michael S. Coggin	Senior Vice President and Treasurer	May 26, 2011
* David M. Dill	President, Director	May 26, 2011
/s/ Paul D. Gilbert Paul D. Gilbert	Director	May 26, 2011

*    By:	/s/ Paul D. Gilbert
	Paul D. Gilbert
	Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 26th day of May, 2011.

Clinch Valley Medical Center, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President, Treasurer and Secretary

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Michael S. Coggin	Senior Vice President, Treasurer and Secretary	May 26, 2011
* Thomas M. Weiss	President, Director	May 26, 2011
* Thomas H. Butler, Jr.	Chief Financial Officer	May 26, 2011
* R. Scott Raplee	Director	May 26, 2011

*    By:	/s/ Paul D. Gilbert
	Paul D. Gilbert
	Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 26th day of May, 2011.

Community Hospital of Andalusia, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President, Treasurer and Secretary

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Michael S. Coggin	Senior Vice President, Treasurer and Secretary	May 26, 2011
* Donald J. Bivacca	President, Director	May 26, 2011
* John Kerndl	Chief Financial Officer	May 26, 2011
* R. Scott Raplee	Director	May 26, 2011

*    By:	/s/ Paul D. Gilbert
	Paul D. Gilbert
	Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 26th day of May, 2011.

Dodge City Healthcare Partner, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President, Treasurer and Secretary

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Michael S. Coggin	Senior Vice President, Treasurer and Secretary	May 26, 2011
* Thomas M. Weiss	President, Director	May 26, 2011
* Thomas H Butler, Jr.	Chief Financial Officer	May 26, 2011
* R. Scott Raplee	Director	May 26, 2011

*    By:	/s/ Paul D. Gilbert
	Paul D. Gilbert
	Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 26th day of May, 2011.

Historic LifePoint Hospitals, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Michael S. Coggin	Senior Vice President and Treasurer	May 26, 2011
* David M. Dill	President, Director	May 26, 2011
/s/ Paul D. Gilbert Paul D. Gilbert	Director	May 26, 2011

*    By:	/s/ Paul D. Gilbert
	Paul D. Gilbert
	Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 26th day of May, 2011.

Kansas Healthcare Management Company, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Michael S. Coggin	Senior Vice President and Treasurer	May 26, 2011
* David M. Dill	President, Director	May 26, 2011
/s/ Paul D. Gilbert Paul D. Gilbert	Director	May 26, 2011

*    By:	/s/ Paul D. Gilbert
	Paul D. Gilbert
	Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 26th day of May, 2011.

Kentucky Physician Services, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President, Treasurer and Secretary

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Michael S. Coggin	Senior Vice President, Treasurer and Secretary	May 26, 2011
* Jess N. Judy	President, Director	May 26, 2011
* W. Vail Willis	Director	May 26, 2011

*    By:	/s/ Paul D. Gilbert
	Paul D. Gilbert
	Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 26th day of May, 2011.

LifePoint Asset Management Company, Inc.

By:	/s/ Mary S. Stawikey
	Mary S. Stawikey
	President

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Mary S. Stawikey	President, Director	May 26, 2011
* Darryl E. Smith	Secretary and Treasurer	May 26, 2011
* Penny Brake	Director	May 26, 2011
* Christopher J. Monte	Director	May 26, 2011

*    By:	/s/ Paul D. Gilbert
	Paul D. Gilbert
	Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 26th day of May, 2011.

LifePoint Holdings 3, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Michael S. Coggin	Senior Vice President and Treasurer	May 26, 2011
* David M. Dill	President, Director	May 26, 2011
/s/ Paul D. Gilbert Paul D. Gilbert	Director	May 26, 2011

*    By:	/s/ Paul D. Gilbert
	Paul D. Gilbert
	Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 26th day of May, 2011.

LifePoint Hospitals Holdings, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Michael S. Coggin	Senior Vice President and Treasurer	May 26, 2011
* David M. Dill	President, Director	May 26, 2011
/s/ Paul D. Gilbert Paul D. Gilbert	Director	May 26, 2011

*    By:	/s/ Paul D. Gilbert
	Paul D. Gilbert
	Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 26th day of May, 2011.

LifePoint Medical Group — Hillside, Inc

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President, Treasurer and Secretary

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Michael S. Coggin	Senior Vice President, Treasurer and Secretary	May 26, 2011
* Jess N. Judy	President, Director	May 26, 2011
* W. Vail Willis	Director	May 26, 2011

*    By:	/s/ Paul D. Gilbert
	Paul D. Gilbert
	Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 26th day of May, 2011.

LifePoint RC, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Michael S. Coggin	Senior Vice President and Treasurer	May 26, 2011
* David M. Dill	President, Director	May 26, 2011
/s/ Paul D. Gilbert Paul D. Gilbert	Director	May 26, 2011

*    By:	/s/ Paul D. Gilbert
	Paul D. Gilbert
	Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 26th day of May, 2011.

LifePoint VA Holdings, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Michael S. Coggin	Senior Vice President and Treasurer	May 26, 2011
* David M. Dill	President, Director	May 26, 2011
/s/ Paul D. Gilbert Paul D. Gilbert	Director	May 26, 2011

*    By:	/s/ Paul D. Gilbert
	Paul D. Gilbert
	Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 26th day of May, 2011.

LifePoint WV Holdings, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Michael S. Coggin	Senior Vice President and Treasurer	May 26, 2011
* David M. Dill	President, Director	May 26, 2011
/s/ Paul D. Gilbert Paul D. Gilbert	Director	May 26, 2011

*    By:	/s/ Paul D. Gilbert
	Paul D. Gilbert
	Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 26th day of May, 2011.

Mexia-Principal, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President, Treasurer and Secretary

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Michael S. Coggin	Senior Vice President, Treasurer and Secretary	May 26, 2011
* Robert N. Klein	President, Director	May 26, 2011
* R. Scott Raplee	Director	May 26, 2011

*    By:	/s/ Paul D. Gilbert
	Paul D. Gilbert
	Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 26th day of May, 2011.

Palestine-Principal G.P., Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President, Treasurer and Secretary

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Michael S. Coggin	Senior Vice President, Treasurer and Secretary	May 26, 2011
* Robert N. Klein	President, Director	May 26, 2011
* R. Scott Raplee	Director	May 26, 2011

*    By:	/s/ Paul D. Gilbert
	Paul D. Gilbert
	Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 26th day of May, 2011.

PHC-Aviation, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Michael S. Coggin	Senior Vice President and Treasurer	May 26, 2011
* David M. Dill	President, Director	May 26, 2011
/s/ Paul D. Gilbert Paul D. Gilbert	Director	May 26, 2011

*    By:	/s/ Paul D. Gilbert
	Paul D. Gilbert
	Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 26th day of May, 2011.

PHC-Belle Glade, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Michael S. Coggin	Senior Vice President and Treasurer	May 26, 2011
* David M. Dill	President, Director	May 26, 2011
/s/ Paul D. Gilbert Paul D. Gilbert	Director	May 26, 2011

*    By:	/s/ Paul D. Gilbert
	Paul D. Gilbert
	Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 26th day of May, 2011.

PHC-Cleveland, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President, Treasurer and Secretary

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Michael S. Coggin	Senior Vice President, Treasurer and Secretary	May 26, 2011
* Robert N. Klein	President, Director	May 26, 2011
* Steve W. Frantz	Chief Financial Officer	May 26, 2011
* R. Scott Raplee	Director	May 26, 2011

*    By:	/s/ Paul D. Gilbert
	Paul D. Gilbert
	Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 26th day of May, 2011.

PHC-Doctors’ Hospital, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Michael S. Coggin	Senior Vice President and Treasurer	May 26, 2011
* David M. Dill	President, Director	May 26, 2011
/s/ Paul D. Gilbert Paul D. Gilbert	Director	May 26, 2011

*    By:	/s/ Paul D. Gilbert
	Paul D. Gilbert
	Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 26th day of May, 2011.

PHC-Elko, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President, Treasurer and Secretary

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Michael S. Coggin	Senior Vice President, Treasurer and Secretary	May 26, 2011
* Robert N. Klein	President, Director	May 26, 2011
* Steve W. Frantz	Chief Financial Officer	May 26, 2011
* R. Scott Raplee	Director	May 26, 2011

*    By:	/s/ Paul D. Gilbert
	Paul D. Gilbert
	Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 26th day of May, 2011.

PHC-Fort Mohave, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President, Treasurer and Secretary

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Michael S. Coggin	Senior Vice President, Treasurer and Secretary	May 26, 2011
* Donald J. Bivacca	President, Director	May 26, 2011
* John Kerndl	Chief Financial Officer	May 26, 2011
* R. Scott Raplee	Director	May 26, 2011

*    By:	/s/ Paul D. Gilbert
	Paul D. Gilbert
	Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 26th day of May, 2011.

PHC-Fort Morgan, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President, Treasurer and Secretary

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Michael S. Coggin	Senior Vice President, Treasurer and Secretary	May 26, 2011
* Robert N. Klein	President, Director	May 26, 2011
* Steve W. Frantz	Chief Financial Officer	May 26, 2011
* R. Scott Raplee	Director	May 26, 2011

*    By:	/s/ Paul D. Gilbert
	Paul D. Gilbert
	Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 26th day of May, 2011.

PHC-Indiana, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Michael S. Coggin	Senior Vice President and Treasurer	May 26, 2011
* David M. Dill	President, Director	May 26, 2011
/s/ Paul D. Gilbert Paul D. Gilbert	Director	May 26, 2011

*    By:	/s/ Paul D. Gilbert
	Paul D. Gilbert
	Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 26th day of May, 2011.

PHC-Knox, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	Senior Vice President and Treasurer	May 26, 2011
Michael S. Coggin
*	President, Director	May 26, 2011
David M. Dill
/s/ Paul D. Gilbert	Director	May 26, 2011
Paul D. Gilbert

*    By:	/s/ Paul D. Gilbert
	Paul D. Gilbert
	Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 26th day of May, 2011.

PHC-Lake Havasu, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President, Treasurer and Secretary

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Michael S. Coggin	Senior Vice President, Treasurer and Secretary	May 26, 2011
*	President, Director	May 26, 2011
Donald J. Bivacca
*	Chief Financial Officer	May 26, 2011
John Kerndl
*	Director	May 26, 2011
R. Scott Raplee

*    By:	/s/ Paul D. Gilbert
	Paul D. Gilbert
	Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 26th day of May, 2011.

PHC-Lakewood, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	Senior Vice President and Treasurer	May 26, 2011
Michael S. Coggin
*	President, Director	May 26, 2011
Michael B. Clark
*	Chief Financial Officer	May 26, 2011
A. Gene Smith
*	Director	May 26, 2011
R. Scott Raplee

*    By:	/s/ Paul D. Gilbert
	Paul D. Gilbert
	Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 26th day of May, 2011.

PHC-Las Cruces, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President, Treasurer and Secretary

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Michael S. Coggin	Senior Vice President, Treasurer and Secretary	May 26, 2011
*	President, Director	May 26, 2011
Donald J. Bivacca
*	Chief Financial Officer	May 26, 2011
John Kerndl
*	Director	May 26, 2011
R. Scott Raplee

*    By:	/s/ Paul D. Gilbert
	Paul D. Gilbert
	Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 26th day of May, 2011.

PHC-Los Alamos, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President, Treasurer and Secretary

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Michael S. Coggin	Senior Vice President, Treasurer and Secretary	May 26, 2011
*	President, Director	May 26, 2011
Donald J. Bivacca
*	Chief Financial Officer	May 26, 2011
John Kerndl
*	Director	May 26, 2011
R. Scott Raplee

*    By:	/s/ Paul D. Gilbert
	Paul D. Gilbert
	Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 26th day of May, 2011.

PHC-Louisiana, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	Senior Vice President and Treasurer	May 26, 2011
Michael S. Coggin
*	President, Director	May 26, 2011
Michael B. Clark
*	Chief Financial Officer	May 26, 2011
A. Gene Smith
*	Director	May 26, 2011
R. Scott Raplee

*    By:	/s/ Paul D. Gilbert
	Paul D. Gilbert
	Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 26th day of May, 2011.

PHC-Martinsville, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President, Treasurer and Secretary

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Michael S. Coggin	Senior Vice President, Treasurer and Secretary	May 26, 2011
*	President, Director	May 26, 2011
Thomas M. Weiss
*	Chief Financial Officer	May 26, 2011
Thomas H. Butler, Jr.
*	Director	May 26, 2011
R. Scott Raplee

*    By:	/s/ Paul D. Gilbert
	Paul D. Gilbert
	Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 26th day of May, 2011.

PHC-Minden G.P., Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	Senior Vice President and Treasurer	May 26, 2011
Michael S. Coggin
*	President, Director	May 26, 2011
Michael B. Clark
*	Chief Financial Officer	May 26, 2011
A. Gene Smith
*	Director	May 26, 2011
R. Scott Raplee

*    By:	/s/ Paul D. Gilbert
	Paul D. Gilbert
	Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 26th day of May, 2011.

PHC-Morgan Lake, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	Senior Vice President and Treasurer	May 26, 2011
Michael S. Coggin
*	President, Director	May 26, 2011
Michael B. Clark
*	Chief Financial Officer	May 26, 2011
A. Gene Smith
*	Director	May 26, 2011
R. Scott Raplee

*    By:	/s/ Paul D. Gilbert
	Paul D. Gilbert
	Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 26th day of May, 2011.

PHC-Palestine, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President, Treasurer and Secretary

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Michael S. Coggin	Senior Vice President, Treasurer and Secretary	May 26, 2011
*	President, Director	May 26, 2011
Robert N. Klein
*	Chief Financial Officer	May 26, 2011
Steve W. Frantz
*	Director	May 26, 2011
R. Scott Raplee

*    By:	/s/ Paul D. Gilbert
	Paul D. Gilbert
	Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 26th day of May, 2011.

PHC-Tennessee, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	Senior Vice President and Treasurer	May 26, 2011
Michael S. Coggin
*	President, Director	May 26, 2011
David M. Dill
/s/ Paul D. Gilbert	Director	May 26, 2011
Paul D. Gilbert

*    By:	/s/ Paul D. Gilbert
	Paul D. Gilbert
	Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 26th day of May, 2011.

PRHC-Ennis G.P., Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President, Treasurer and Secretary

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Michael S. Coggin	Senior Vice President, Treasurer and Secretary	May 26, 2011
*	President, Director	May 26, 2011
Robert N. Klein
*	Chief Financial Officer	May 26, 2011
Steve W. Frantz
*	Director	May 26, 2011
R. Scott Raplee

*    By:	/s/ Paul D. Gilbert
	Paul D. Gilbert
	Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 26th day of May, 2011.

Principal Hospital Company of Nevada, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President, Treasurer and Secretary

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Michael S. Coggin	Senior Vice President, Treasurer and Secretary	May 26, 2011
*	President, Director	May 26, 2011
Robert N. Klein
*	Chief Financial Officer	May 26, 2011
Steve W. Frantz
*	Director	May 26, 2011
R. Scott Raplee

*    By:	/s/ Paul D. Gilbert
	Paul D. Gilbert
	Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 26th day of May, 2011.

Principal-Needles, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	Senior Vice President and Treasurer	May 26, 2011
Michael S. Coggin
*	President, Director	May 26, 2011
David M. Dill
/s/ Paul D. Gilbert	Director	May 26, 2011
Paul D. Gilbert

*    By:	/s/ Paul D. Gilbert
	Paul D. Gilbert
	Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 26th day of May, 2011.

West Virginia Management Services Organization, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President, Treasurer and Secretary

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Michael S. Coggin	Senior Vice President, Treasurer and Secretary	May 26, 2011
*	President, Director	May 26, 2011
Robert N. Klein
*	Chief Financial Officer	May 26, 2011
Steve W. Frantz
*	Director	May 26, 2011
R. Scott Raplee

*    By:	/s/ Paul D. Gilbert
	Paul D. Gilbert
	Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 26th day of May, 2011.

REGISTRANTS (as listed on the attached Schedule I of Subsidiary Registrants)

By: Sole Member
LifePoint Hospitals Holdings, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	Senior Vice President and Treasurer	May 26, 2011
Michael S. Coggin
*	President, Director	May 26, 2011
David M. Dill
/s/ Paul D. Gilbert	Director	May 26, 2011
Paul D. Gilbert

*    By:	/s/ Paul D. Gilbert
	Paul D. Gilbert
	Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 26th day of May, 2011.

REGISTRANTS

Lander Valley Medical Center, LLC
Lander Valley Physican Practices, LLC
Wyoming Holdings, LLC
By: Sole Member
Community Hospital of Andalusia, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President, Treasurer and Secretary

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Michael S. Coggin	Senior Vice President, Treasurer and Secretary	May 26, 2011
*	President, Director	May 26, 2011
Donald J. Bivacca
*	Director	May 26, 2011
R. Scott Raplee

*    By:	/s/ Paul D. Gilbert
	Paul D. Gilbert
	Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 26th day of May, 2011.

REGISTRANTS (as listed on the attached Schedule II of Subsidiary Registrants)

By: Sole Member
LifePoint Holdings 3, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	Senior Vice President and Treasurer	May 26, 2011
Michael S. Coggin
*	President, Director	May 26, 2011
David M. Dill
/s/ Paul D. Gilbert	Director	May 26, 2011
Paul D. Gilbert

*    By:	/s/ Paul D. Gilbert
	Paul D. Gilbert
	Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 26th day of May, 2011.

REGISTRANTS (as listed on the attached Schedule III of Subsidiary Registrants)

By: Sole Member
Province Healthcare Company

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	Senior Vice President and Treasurer	May 26, 2011
Michael S. Coggin
*	President, Director	May 26, 2011
David M. Dill
/s/ Paul D. Gilbert	Director	May 26, 2011
Paul D. Gilbert

*    By:	/s/ Paul D. Gilbert
	Paul D. Gilbert
	Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 26th day of May, 2011.

Raleigh General Hospital, LLC
By: Sole Member
LifePoint WV Holdings, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	Senior Vice President and Treasurer	May 26, 2011
Michael S. Coggin
*	President, Director	May 26, 2011
David M. Dill
/s/ Paul D. Gilbert	Director	May 26, 2011
Paul D. Gilbert

*    By:	/s/ Paul D. Gilbert
	Paul D. Gilbert
	Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 26th day of May, 2011.

Ashland Physician Services, LLC
By: Sole Member
PHC-Tennessee, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	Senior Vice President and Treasurer	May 26, 2011
Michael S. Coggin
*	President, Director	May 26, 2011
David M. Dill
/s/ Paul D. Gilbert	Director	May 26, 2011
Paul D. Gilbert

*    By:	/s/ Paul D. Gilbert
	Paul D. Gilbert
	Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 26th day of May, 2011.

HRMC, LLC
By: Sole Member
PHC-Lake Havasu, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President, Treasurer and Secretary

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Michael S. Coggin	Senior Vice President, Treasurer and Secretary	May 26, 2011
*	President, Director	May 26, 2011
R. Scott Raplee
*	Director	May 26, 2011
Donald J. Bivacca

*    By:	/s/ Paul D. Gilbert
	Paul D. Gilbert
	Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 26th day of May, 2011.

Principal Knox, L.L.C.
By: Sole Member
PHC-Knox, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	Senior Vice President and Treasurer	May 26, 2011
Michael S. Coggin
*	President, Director	May 26, 2011
David M. Dill
/s/ Paul D. Gilbert	Director	May 26, 2011
Paul D. Gilbert

*    By:	/s/ Paul D. Gilbert
	Paul D. Gilbert
	Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 26th day of May, 2011.

Kansas Healthcare Management Services, LLC
By: Sole Member
Kansas Healthcare Management Company, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	Senior Vice President and Treasurer	May 26, 2011
Michael S. Coggin
*	President, Director	May 26, 2011
David M. Dill
/s/ Paul D. Gilbert	Director	May 26, 2011
Paul D. Gilbert

*    By:	/s/ Paul D. Gilbert
	Paul D. Gilbert
	Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 26th day of May, 2011.

REGISTRANTS

Clinch Professional Physican Services, LLC
Clinch Valley Endocrinology, LLC
Clinch Valley Pulmonology, LLC
Clinch Valley Urology, LLC
Orthopedics of Southwest Virgina, LLC
By: Sole Member
LifePoint VA Holdings, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	Senior Vice President and Treasurer	May 26, 2011
Michael S. Coggin
*	President, Director	May 26, 2011
David M. Dill
/s/ Paul D. Gilbert	Director	May 26, 2011
Paul D. Gilbert

*    By:	/s/ Paul D. Gilbert
	Paul D. Gilbert
	Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 26th day of May, 2011.

Bartow Healthcare System, Ltd.
By: General Partner
Bartow General Partner, LLC
By: Managing Member
LifePoint Holdings 2, LLC
By: Sole Member
LifePoint Hospitals Holdings, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	Senior Vice President and Treasurer	May 26, 2011
Michael S. Coggin
*	President, Director	May 26, 2011
David M. Dill
/s/ Paul D. Gilbert	Director	May 26, 2011
Paul D. Gilbert

*    By:	/s/ Paul D. Gilbert
	Paul D. Gilbert
	Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 26th day of May, 2011.

Bartow Healthcare System, Ltd.
By: Limited Partner
Bartow Memorial Limited Partner, LLC
By: Managing Member
LifePoint Holdings 2, LLC
By: Sole Member
LifePoint Hospitals Holdings, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	Senior Vice President and Treasurer	May 26, 2011
Michael S. Coggin
*	President, Director	May 26, 2011
David M. Dill
/s/ Paul D. Gilbert	Director	May 26, 2011
Paul D. Gilbert

*    By:	/s/ Paul D. Gilbert
	Paul D. Gilbert
	Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 26th day of May, 2011.

LifePoint Corporate Services, General Partnership
By: Limited Partner
LifePoint CSLP, LLC
By: Sole Member
LifePoint Hospitals Holdings, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	Senior Vice President and Treasurer	May 26, 2011
Michael S. Coggin
*	President, Director	May 26, 2011
David M. Dill
/s/ Paul D. Gilbert	Director	May 26, 2011
Paul D. Gilbert

*    By:	/s/ Paul D. Gilbert
	Paul D. Gilbert
	Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 26th day of May, 2011.

LifePoint Corporate Services, General Partnership
By: General Partner
LifePoint CSGP, LLC
By: Managing Member
LifePoint Holdings 2, LLC
By: Sole Member
LifePoint Hospitals Holdings, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	Senior Vice President and Treasurer	May 26, 2011
Michael S. Coggin
*	President, Director	May 26, 2011
David M. Dill
/s/ Paul D. Gilbert	Director	May 26, 2011
Paul D. Gilbert

*    By:	/s/ Paul D. Gilbert
	Paul D. Gilbert
	Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 26th day of May, 2011.

LifePoint of Georgia, Limited Partnership
By: Limited Partner
LifePoint Hospitals Holdings, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	Senior Vice President and Treasurer	May 26, 2011
Michael S. Coggin
*	President, Director	May 26, 2011
David M. Dill
/s/ Paul D. Gilbert	Director	May 26, 2011
Paul D. Gilbert

*    By:	/s/ Paul D. Gilbert
	Paul D. Gilbert
	Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 26th day of May, 2011.

LifePoint of Georgia, Limited Partnership
By: General Partner
LifePoint of GAGP, LLC
By: Managing Member
LifePoint Holdings 2, LLC
By: Sole Member
LifePoint Hospitals Holdings, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	Senior Vice President and Treasurer	May 26, 2011
Michael S. Coggin
*	President, Director	May 26, 2011
David M. Dill
/s/ Paul D. Gilbert	Director	May 26, 2011
Paul D. Gilbert

*    By:	/s/ Paul D. Gilbert
	Paul D. Gilbert
	Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 26th day of May, 2011.

Mexia Principal Healthcare Limited Partnerhsip
By: General Partner
Mexia-Principal, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President, Treasurer and Secretary

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Michael S. Coggin	Senior Vice President, Treasurer and Secretary	May 26, 2011
*	President, Director	May 26, 2011
Robert N. Klein
*	Director	May 26, 2011
R. Scott Raplee

*    By:	/s/ Paul D. Gilbert
	Paul D. Gilbert
	Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 26th day of May, 2011.

REGISTRANTS

Mexia Principal Healthcare Limited Partnerhsip
PHC-Ashland, L.P.
PHC-Ennis, L.P.
By: Limited Partner
Principal Hospital Company of Nevada, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President, Treasurer and Secretary

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Michael S. Coggin	Senior Vice President, Treasurer and Secretary	May 26, 2011
*	President, Director	May 26, 2011
Robert N. Klein
*	Director	May 26, 2011
R. Scott Raplee

*    By:	/s/ Paul D. Gilbert
	Paul D. Gilbert
	Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 26th day of May, 2011.

PHC-Ashland, L.P.
By: General Partner
PHC-Tennessee, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	Senior Vice President and Treasurer	May 26, 2011
Michael S. Coggin
*	President, Director	May 26, 2011
David M. Dill
/s/ Paul D. Gilbert	Director	May 26, 2011
Paul D. Gilbert

*    By:	/s/ Paul D. Gilbert
	Paul D. Gilbert
	Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 26th day of May, 2011.

PHC-Charlestown, L.P.
By: General Partner
PHC-Indiana, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	Senior Vice President and Treasurer	May 26, 2011
Michael S. Coggin
*	President, Director	May 26, 2011
David M. Dill
/s/ Paul D. Gilbert	Director	May 26, 2011
Paul D. Gilbert

*    By:	/s/ Paul D. Gilbert
	Paul D. Gilbert
	Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 26th day of May, 2011.

PHC-Charlestown, L.P.
By: Limited Partner
PHC-Hospitals, LLC
By: Sole Member
Province Healthcare Company

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	Senior Vice President and Treasurer	May 26, 2011
Michael S. Coggin
*	President, Director	May 26, 2011
David M. Dill
/s/ Paul D. Gilbert	Director	May 26, 2011
Paul D. Gilbert

*    By:	/s/ Paul D. Gilbert
	Paul D. Gilbert
	Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 26th day of May, 2011.

PHC-Minden, L.P.
By: General Partner
PHC-Minden G.P., Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	Senior Vice President and Treasurer	May 26, 2011
Michael S. Coggin
*	President, Director	May 26, 2011
Michael B. Clark
*	Director	May 26, 2011
R. Scott Raplee

*    By:	/s/ Paul D. Gilbert
	Paul D. Gilbert
	Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 26th day of May, 2011.

REGISTRANTS

PHC-Minden, L.P..
PHC-Opelousas, L.P.
By: Limited Partner
PHC-Lousiana, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	Senior Vice President and Treasurer	May 26, 2011
Michael S. Coggin
*	President, Director	May 26, 2011
Michael B. Clark
*	Director	May 26, 2011
R. Scott Raplee

*    By:	/s/ Paul D. Gilbert
	Paul D. Gilbert
	Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 26th day of May, 2011.

PHC-Morgan City, L.P.
By: General Partner
PHC-Lakewood, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	Senior Vice President and Treasurer	May 26, 2011
Michael S. Coggin
*	President, Director	May 26, 2011
Michael B. Clark
*	Director	May 26, 2011
R. Scott Raplee

*    By:	/s/ Paul D. Gilbert
	Paul D. Gilbert
	Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 26th day of May, 2011.

PHC-Morgan City, L.P.
By: General Partner
PHC-Morgan Lake, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	Senior Vice President and Treasurer	May 26, 2011
Michael S. Coggin
*	President, Director	May 26, 2011
Michael B. Clark
*	Director	May 26, 2011
R. Scott Raplee

*    By:	/s/ Paul D. Gilbert
	Paul D. Gilbert
	Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 26th day of May, 2011.

PHC-Opelousas, L.P.
By: General Partner
PHC-Doctors’ Hospital., Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	Senior Vice President and Treasurer	May 26, 2011
Michael S. Coggin
*	President, Director	May 26, 2011
David M. Dill
/s/ Paul D. Gilbert	Director	May 26, 2011
Paul D. Gilbert

*    By:	/s/ Paul D. Gilbert
	Paul D. Gilbert
	Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 26th day of May, 2011.

PRHC-Ennis, L.P.
By: General Partner
PRHC-Ennis G.P., Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President, Treasurer and Secretary

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Michael S. Coggin	Senior Vice President, Treasurer and Secretary	May 26, 2011
*	President, Director	May 26, 2011
Robert N. Klein
*	Director	May 26, 2011
R. Scott Raplee

*    By:	/s/ Paul D. Gilbert
	Paul D. Gilbert
	Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 26th day of May, 2011.

Principal Knox, L.P.
By: General Partner
PHC-Knox, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	Senior Vice President and Treasurer	May 26, 2011
Michael S. Coggin
*	President, Director	May 26, 2011
David M. Dill
/s/ Paul D. Gilbert	Director	May 26, 2011
Paul D. Gilbert

*    By:	/s/ Paul D. Gilbert
	Paul D. Gilbert
	Attorney-in-fact

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 26th day of May, 2011.

Principal Knox, L.P.
By: Limitedl Partner
Province Healthcare Company

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	Senior Vice President and Treasurer	May 26, 2011
Michael S. Coggin
*	President, Director	May 26, 2011
David M. Dill
/s/ Paul D. Gilbert	Director	May 26, 2011
Paul D. Gilbert

*    By:	/s/ Paul D. Gilbert
	Paul D. Gilbert
	Attorney-in-fact

Schedule I: Registrants

AMERICA MANAGEMENT COMPANIES, LLC
LIFEPOINT BILLING SERVICES, LLC

By: LifePoint Corporate Services, General Partnership

AMG-CROCKETT, LLC
AMG-HILCREST, LLC
AMG-LIVINGSTON, LLC
AMG-LOGAN, LLC
AMG-SOUTHERN TENNESSEE, LLC
AMG-TRINITY, LLC
ATHENS PHYSICIANS PRACTICE, LLC
ATHENS REGIONAL MEDICAL CENTER, LLC
BARTOW GENERAL PARTNER, LLC
BARTOW MEMORIAL LIMITED PARTNER, LLC
BULLITT COUNTY HOSPITAL, LLC
COMMUNITY-BASED SERVICES, LLC
COMMUNITY MEDICAL, LLC
CROCKETT HOSPITAL, LLC
CROCKETT PHO, LLC
DANVILLE DIAGNOSTIC IMAGING CENTER, LLC
DANVILLE PHYSICIAN PRACTICES, LLC
DANVILLE REGIONAL MEDICAL CENTER, LLC
GEORGETOWN REHABILITATION, LLC
HDP ANDALUSIA, LLC
HDP GEORGETOWN, LLC
HILLSIDE HOSPITAL, LLC
HST PHYSICIAN PRACTICE, LLC
HTI GEORGETOWN, LLC
HTI PINELAKE, LLC
HURRICANE HEALTHCARE PARTNER, LLC
KENTUCKY HOSPITAL, LLC
KENTUCKY MEDSERV, LLC
LHSC, LLC
LIFEPOINT CSGP, LLC
LIFEPOINT OF GAGP, LLC
LIVINGSTON REGIONAL HOSPITAL, LLC
LOGAN MEDICAL, LLC
MEADOWVIEW RIGHTS, LLC
OPELOUSAS IMAGING CENTER PARTNER, LLC
PUTNAM COMMUNITY MEDICAL CENTER, LLC
PUTNAM PHYSICIAN PRACTICES, LLC
RIVER PARISHES HOLDINGS, LLC
RIVER PARISHES HOSPITAL, LLC
RIVER PARISHES PARTNER, LLC
RIVER PARISHES PHYSICIAN PRACTICES, LLC
RIVERVIEW MEDICAL CENTER, LLC
ROCKDALE HOSPITAL, LLC
ROCKDALE PHYSICIAN PRACTICES, LLC
SELECT HEALTHCARE, LLC
SMITH COUNTY MEMORIAL HOSPITAL, LLC
SOUTHERN TENNESSEE EMS, LLC
SOUTHERN TENNESSEE MEDICAL CENTER, LLC
SOUTHERN TENNESSEE PHO, LLC
SPRING VIEW HOSPITAL, LLC

SPRING VIEW PHYSICIAN PRACTICES, LLC
SPRINGHILL MEDICAL CENTER, LLC
THM PHYSICIAN PRACTICE, LLC
VILLE PLATTE MEDICAL CENTER, LLC
VILLE PLATTE PHYSICIAN PRACTICES, LLC
WYTHE COUNTY COMMUNITY HOSPITAL, LLC
WYTHE COUNTY PHYSICIAN PRACTICES, LLC

By: LifePoint Holdings 2, Inc.

ASHLEY VALLEY MEDICAL CENTER, LLC
ASHLEY VALLEY PHYSICIAN PRACTICE, LLC
CASTLEVIEW MEDICAL, LLC
GUYAN VALLEY HOSPITAL, LLC
HALSTEAD HOSPITAL, LLC
LIFEPOINT CSLP, LLC
LOGAN GENERAL HOSPITAL, LLC
POITRAS PRACTICE, LLC
RIVERTON MEMORIAL HOSPITAL, LLC
RIVERTON ONCOLOGY PRACTICE, LLC
RIVERTON PHYSICIAN PRACTICES, LLC
WESTERN PLAINS REGIONAL HOSPITAL, LLC

BARROW MEDICAL CENTER, LLC
INTEGRATED PHYSICIAN SERVICES, LLC

By: LifePoint of Georgia, Limited Partnership

CASTLEVIEW HOSPITAL, LLC
CASTLEVIEW PHYSICIAN PRACTICE, LLC

By: Castleview Medical, LLC

LOGAN HEALTHCARE PARTNER, LLC

By: Logan General Hospital, LLC

PUTNAM AMBULATORY SURGERY CENTER, LLC

By: Putnam Community Medical Center, LLC

LIFEPOINT HOLDINGS 2, LLC

DANVILLE REGIONAL MEDICAL CENTER SCHOOL OF HEALTH PROFESSIONS, LLC

By: Danville Regional Medical Center, LLC

WESTERN PLAINS PHYSICIAN PRACTICES, LLC

By: Dodge City Healthcare Group, LLC

Schedule II: Registrants

AMG-HILLSIDE, LLC

By: Lifepoint Medical Group — Hillside, Inc.

BOURBON COMMUNITY HOSPITAL, LLC
BOURBON PHYSICIAN PRACTICE, LLC
BUFFALO TRACE RADIATION ONCOLOGY ASSOCIATES, LLC
GEORGETOWN COMMUNITY HOSPITAL, LLC
HCK LOGAN MEMORIAL, LLC
KENTUCKY MSO, LLC
LOGAN MEMORIAL HOSPITAL, LLC
LOGAN PHYSICIAN PRACTICE, LLC
MEADOWVIEW PHYSICIAN PRACTICE, LLC
MEADOWVIEW REGIONAL MEDICAL CENTER, LLC
PINELAKE PHYSICIAN PRACTICE, LLC
PINELAKE REGIONAL HOSPITAL, LLC
R. KENDALL BROWN PRACTICE, LLC
SILETCHNIK PRACTICE, LLC
WOODFORD HOSPITAL, LLC

By: Lifepoint of Kentucky, LLC

LAKE CUMBERLAND CARDIOLOGY ASSOCIATES, LLC
LAKE CUMBERLAND PHYISCIAN PRACTICES, LLC
LAKE CUMBERLAND REGIONAL HOSPITAL, LLC
LAKE CUMBERLAND REGIONAL PHYSICIAN HOSPITAL ORGANIZATION, LLC
SOMERSET SURGERY PARTNER, LLC

By: Lifepoint of Lake Cumberland, LLC

ANDALUSIA PHYSICIAN PRACTICES, LLC
LAKELAND COMMUNITY HOSPITAL, LLC
LAKELAND PHYSICIAN PRACTICES, LLC
LIFEPOINT OF KENTUCKY, LLC
LIFEPOINT OF LAKE CUMBERLAND, LLC
NORTHWEST MEDICAL CENTER-WINFIELD, LLC
NWMC-WINFIELD PHYSICIAN PRACTICES, LLC
RUSSELLVILLE HOSPITAL, LLC
RUSSELLVILLE PHYSICIAN PRACTICES, LLC

THE MRI CENTER OF NORTHWEST ALABAMA, LLC

By: Northwest Medical Center-Winfield, LLC

LIFEPOINT HOLDINGS 2, LLC

KANSAS HEALTHCARE MANAGEMENT SERVICES, LLC

Schedule III: Registrants

ACADIAN PHYSICIAN PRACTICES, LLC
BOLIVAR PHYSICIAN PRACTICES, LLC
COLORADO PLAINS PHYSICIAN PRACTICES, LLC
LAS CRUCES PHYSICIAN PRACTICES, LLC
LOS ALAMOS PHYSICIAN PRACTICES, LLC
MARTINSVILLE PHYSICIAN PRACTICES, LLC
MINDEN PHYSICIAN PRACTICES, LLC
NORTHEASTERN NEVADA PHYSICIAN PRACTICES, LLC
PHC HOSPITALS, LLC
PHC-SELMA, LLC
PRHC-ALABAMA, LLC
STARKE PHYSICIAN PRACTICES, LLC
VALLEY VIEW PHYSICIAN PRACTICES, LLC

PRINCIPAL KNOX, L.L.C.

By: Principal Knox, L.P.

SELMA DIAGNOSTIC IMAGING, LLC

By: Phc-Selma, LLC

VAUGHAN PHYSICIAN PRACTICES, LLC

By: Prhc-Alabama, LLC

EX-3.271

Exhibit 3.271

OFFICE OF THE
PUBLIC REGULATION COMMISSION

CERTIFICATE OF COMPARISON

OF

PHC-LOS ALAMOS, INC.

2230274

     The Public Regulation Commission certifies that the attached is a true and complete copy of the ***13**** page document(s) on file in this office.

     This Certification is in accordance with Section 53-18-4 NMSA 1978.

Dated: MARCH 23, 2011

	In testimony whereof, the Public Regulation Commission of the state of New Mexico has caused this certificate to be signed by its chairman and the seal of said Commission to be affixed in the City of Santa Fe.
	/s/ Patrick H. Lyons
	Chairman
	/s/ Annette Prada
	Bureau Chief

OFFICE OF THE
PUBLIC REGULATION COMMISSION.

CERTIFICATE OF INCORPORATION

OF

PHC-LOS ALAMOS, INC.

2230274

The Public Regulation Commission certifies that the Articles of Incorporation, duly signed and verified pursuant to the provisions of the

BUSINESS CORPORATION ACT
(53-11-1 to 53-18-12 NMSA 1978)

have been received by it & are found to conform to law.

     Accordingly, by virtue of the authority vested in it by law, the Public Regulation Commission issues this Certificate of Incorporation & attaches hereto, a duplicate of the Articles of Incorporation.

Dated: FEBRUARY 19, 2002

In testimony whereof, the Public Regulation Commission of the State of New Mexico has caused this certificate to be signed by its Chairman and the seal of said Commission to affixed at the City of Santa Fe.

/s/ [ILLEGIBLE]

Chairman

/s/ Annette Prada

Bureau Chief

     2230274 ARTICLES OF INCORPORATION
OF
PHC-LOS ALAMOS, INC.

     The undersigned acting as incorporator to form a corporation pursuant to the New Mexico Business Corporation Act (the “Act”), adopts the following Articles of Incorporation for such corporation:

     1. The name of the corporation is PHC-Los Alamos, Inc. (the “Corporation”).

     2. The purpose of the Corporation is (i) to own and/or operate hospital and provide related healthcare services and (ii) to engage in any lawful business for which a corporation may be organized under the Act.

     3. The number of shares the Corporation is authorized to issue is One Thousand (1,000), all of which are a par value of $.01 dollars each and are of the same class and are to be Common shares.

     4. The name of the corporation’s initial registered agent and the street address of the registered office is National Registered Agents, Inc., 433 Paseo De Peralta, Santa Fe, New Mexico 87501.

     5. The number constituting the initial board of directors is two and the names and addresses of the individuals who have consented to serve as the initial directors until their successors are elected and qualify are:

Martin S. Rash	105 Westwood Place, Suite 400
	Brentwood, Tennessee 37027
Howard T. Wall	105 Westwood Place, Suite 400
	Brentwood, Tennessee 37027.

     6. (a) A director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, unless (i) the director has breached or failed to perform the duties of the director’s office in compliance with Section 53-11-35(B) of the Act and (2) the breach or failure to perform constitutes negligence, willful misconduct or recklessness in the case of a director who has either an ownership interest in the corporation or receives in his capacity as a director or as an employee of the corporation compensation of more than two thousand dollars ($2,000.00) from the corporation in any calendar year

          (b) If the Act is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a

          (b) If the Act is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Act, as so amended. Any repeal or modification of the foregoing by the shareholders shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

     7. (a) The Corporation shall indemnify, and upon request shall advance expenses to, in the manner and to the full extent permitted by law, any officer or director (or the estate of any such person) who was or is a party to, or is threatened to be made a party to, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee or employee of another corporation, partnership, joint venture, trust or other enterprise (an “indemnitee”). The Corporation may, to the full extent permitted by law, purchase and maintain insurance on behalf of any such person against any liability which may be asserted against him or her. To the full extent permitted by law, the indemnification and advances provided for herein shall include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement. The indemnification provided herein shall not be deemed to limit the right of the Corporation to indemnify any other person for any such expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement to the full extent permitted by law, both as to action in his official capacity and as to action in another capacity while holding such office.

     8. The name and address of the incorporator is:

Name	Address
Howard T. Wall	105 Westwood Place, Suite 400
	Brentwood, TN 37027.
	/s/ Howard T. Wall
	Howard T. Wall, Incorporator

Dated: February 8, 2002

STATEMENT OF ACCEPTANCE OF APPOINTMENT
BY DESIGNATED INITIAL REGISTERED AGENT

To the State Corporation Commission
State of New Mexico

STATE OF Georgia	)
	)	SS.:
COUNTY OF Gwinnett	)

     On this 6^th. day of February, 2002, before me, a Notary Public in and for the State and County aforesaid, personally appeared Eileen Chaddock, who is to me known to be the Special Assistant Secretary of National Registered Agents, Inc., and who, being by me duly sworn, acknowledged to me that the said National Registered Agents, Inc. does hereby accept its appointment as the initial registered agent of PHC-Los Alamos, Inc., the corporation which is named in the annexed Articles of Incorporation, and which is applying for a Certificate of Incorporation pursuant to the provisions of the New Mexico Business Corporation Act.

National Registered Agents, Inc.

/s/ Eileen Chaddock

Eileen Chaddock, Special Asst. Secy.

/s/ Stephanie Thomas
Notary Public
My commission expires:
(Notarial Seal)

New Mexico Articles of Incorporation 7/01-4

OFFICE OF THE
PUBLIC REGULATION COMMISSION

CERTIFICATE OF AMENDMENT

OF

PHC-LOS ALAMOS, INC.

3238086

     The Public Regulation Commission certifies that duplicate originals of the Articles of Amendment attached hereto, duly signed and verified pursuant to the provisions of the

BUSINESS CORPORATION ACT
(53-11-1 to 53-18-12 NMSA 1978)

have been received by it and are found to conform to law.

     Accordingly, by virtue of the authority vested in it by law, the Public Regulation Commission issues this Certificate of Amendment and attaches hereto a duplicate original of the Articles of Amendment.

Dated: MARCH 21, 2002

In testimony whereof, the Public Regulation Commission of the State of New Mexico has caused this certificate to be signed by its Chairman and the seal of said Commission to affixed at the City of Santa Fe.

/s/ [ILLEGIBLE]

Chairman

/s/ Annette Prada

Bureau Chief

TYPE OR PRINT LEGIBLY
FILE DUPLICATE ORIGINALS
FILING FEE: $100.00

	ARTICLES OF AMENDMENT
3238086	TO THE
	ARTICLES OF INCORPORATION

Pursuant to the provisions of Section 53-13-4, NMSA 1978, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation:

ARTICLE ONE: (Note 1) The Corporate name and NMSCC# of the corporation are: PHC-Los Alamos, Inc., 2230274

ARTICLE TWO: (Note 2) The following amendment to the Articles of Incorporation was adopted by the Shareholder of the corporation on March 19, 2002 in the manner prescribed by the New Mexico Business Corporation Act:

(Insert amendment or attach exhibit, if needed — Indication should be given to reflect which article(s) number has been amended.)

     The Articles of Incorporation are hereby amended by deleting the following language in 6.(b) of page 1, “If the Act is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a”.

ARTICLE THREE: (Note 3) The number of shares of the corporation outstanding at the time of such adoption was 1,000 and the number of shares entitled to vote thereon was 1,000.

ARTICLE FOUR: (Note 4) The designation and number of outstanding shares of each class entitled to vote thereon as a class were as follows:

CLASS	NUMBER OF SHARES
Common		1,000

ARTICLE FIVE: (Note 3) The number of shares voting for such amendment was 1,000 and the number of shares voting against such amendment was 0.

ARTICLE SIX: (Note 3) The number of shares of each class entitled to vote thereon as a class voted for and against such amendment, respectively, was:

	NUMBER OF SHARES
CLASS	FOR		AGAINST
Common		1,000		0

ARTICLE SEVEN: (Note 4) The manner, it not set forth in such amendment, in which any exchange, reclassification, or cancellation of issued shares provided for in the amendment shall be affected, is as follows:

INAPPLICABLE

DATED: March 19, 2002.

	PHC-Los Alamos, Inc.
	(Note 1) CORPORATE NAME
By:	/s/ Martin S. Rash
(Note 5) Its President
AND	/s/ Howard T. Wall
(Note 5) Its Secretary

Under penalty of perjury, the undersigned declares that the foregoing document executed by the corporation and that the statements contained therein are true and correct to the best of my knowledge.

/s/ Howard T. Wall

(Note 5) (One of the above officers signs)

DOMESTIC PROFIT CORPORATION

RETURN TO:
NM PUBLIC REGULATION COMMISSION	BIENNIAL REPORT ___For taxable year ending 12/31/2006
CORPORATIONS BUREAU	OR
P.O. BOX 1269	SUPPLEMENTAL REPORT ___(if any information changes)
SANTA FE NM 87504-1269

Please see instructions on back of page.

1	EXACT CORPORATE	Name	PHC-LOS ALAMOS, Inc.
	NAME AND U.S.	Address	103 POWELL COURT, Suite 200
	MAILING ADDRESS	City. State, Zip	BRENTWOOD, TN 37027

2	NMPRC Certificate of Incorporation No.	3	Principal Place of Business in New Mexico
	2230274		Street	3917 WEST ROAD
			City, Zip	LOS ALAMOS, NM 87544

4	REGISTERED AGENT AND OFFICE LOCATION WITHIN NEW MEXICO FOR SERVICE OF PROCESS
	(Filing corporation cannot be its own agent)
	Name	CT Corporation System
	Street Address	123 East Marcy
	City, Zip	Santa Fe, New Mexico 87501

5	TAX ID NUMBER	6	NEXT ANNUAL MEETING
	03-0390794		MAY, 2007

7	DIRECTORS AND OFFICERS List the names and addresses of ALL the directors and officers and identify every title each director holds. A New Mexico corporation shall consist of 1 or more directors.
				(optional)
	Office/Title	Name	Address	Additional Titles	Term Expires
	Director	See Attachment
	Director
	Director
	President
	Vice President
	Secretary
	Treasurer

8	SIGNATURE Under penalties of perjury, I declare and affirm that I have examined this report, including the accompanying schedules and statements, and that all statements contained therein are true and correct.
	Date	Printed Name	Signature	Title
	03.27.07	Mary Kim E. Shipp	/s/ Mary Kim E. Shipp	Secretary

9	PAYMENT OF FILING FEE AND LATE FILING PENALTY				NMPRC USE ONLY
	a	Report filing fee	$	25.00	00186636	4-3-07
		Late filing penalty ($200.00) except supplemental IRS or PRC extension, if any, must be submitted with this report		200.00
					Amount Remitted	Postmark Date
	c	TOTAL AMOUNT DUE with corporate report (lines a + b)	$225.00		225.00	4-9-07
		PLEASE DO NOT SUBMIT CASH FOR PAYMENT

PHC-Los Alamos, Inc.
103 Powell Court, Suite 200
Brentwood, Tennessee 37027
(615) 372-8500
FEIN: 03-0390794

Sole Shareholder: Province Healthcare Company

Officers:
Michael A. Wiechart, President
Michael J. Culotta, Chief Financial Officer
William M. Gracey, Chief Operations Officer
Paul D. Gilbert, Senior Vice President
William E. Hoffman, Jr., Senior Vice President
R. Scott Raplee, Senior Vice President
Gary D. Willis, Senior Vice President
Jonathan C. Wall, Vice President
W. Vail Willis, Vice President
Christopher J. Monte, Vice President
Mary Kim E. Shipp, Secretary

Directors:
William F. Carpenter III
Michael J. Culotta

Address for all named Officers and Directors:
103 Powell Court, Suite 200
Brentwood, TN 37027

Term Expires:
Officers and directors are elected to serve until a successor is elected.

RETURN TO: STATE PUBLIC REGULATION COMMISSION
CORPORATION BUREAU
P.O. BOX 1269, SANTA FE, NEW MEXICO 87504-1269

INSTRUCTIONS ON BACK PAGE
PLEASE TYPE OR PRINT LEGIBLY BIENNIAL PROFIT CORPORATE REPORT
TO THE STATE PUBLIC REGULATION COMMISSION OF NEW MEXICO
                                           TAXABLE YEAR CLOSING DATE

                                           Due on or before the fifteenth day of the third month
                                           following the end of its taxable year.                                           12/31/08

1. MAIL TO:
EXACT
CORPORATE
NAME
AND
U.S. MAILING
ADDRESS PHC-LOS ALAMOS, INC.
103 POWELL COURT STE 200
BRENTWOOD TN 37027

Please use this computer pre-addressed form when filing to avoid a delay in processing. If unable to use a pre-addressed form, print NMPRC Certificate of Incorporation/Authority Number, New Mexico Taxation and Revenue ID Number, Corporate Name and Mailing Address and Zip Code in the spaces provided. If pre-printed information is not correct, print the corrected information. DPR

2. PRINCIPAL PLACE OF BUSINESSES IN NEW MEXICO	3. PRINCIPAL OFFICE OUTSIDE NEW MEXICO (If different from registered office in state of Incorporation)	4. NMSPRC Certificate of Incorporation/Authority Number
STREET 3917 WEST RD CITY, STATE, ZIP LOS ALAMOS NM                            87544	STREET 103 POWER C+ #200 CITY, STATE, ZIP Brentwood, TN                           37027	2230274 Refer to above number in all correspondence 5. NM Taxation & Revenue ID No.

6.	FOREIGN CORPORATION — REGISTERED OFFICE IN STATE OF INCORPORATION	7.	STATE OR COUNTRY OF INCORPORATION
	STREET
	CITY, STATE, ZIP

8.	REGISTERED AGENT AND OFFICE LOCATED WITHIN NEW MEXICO FOR SERVICE OF PROCESS (Filing corporation cannot be its own agent)
	NAME CT CORPORATION SYSTEM
	STREET 123 E MARCY ST
	(Post Office Box unacceptable unless geographical location is given
	CITY, ZIP SANTA FE NM 87501
9.	The names and address of ALL the directors and officers (identify each elected director from an officer’s position, and a New Mexico Corporation shall have not less than one director. Refer to instruction No. 9) of the Corporation and when the term of office of each expires:

OFFICE/TITLE	NAME AND ADDRESS	DATE WHEN TERM EXPIRES
	* see attachment *
	”
Director	”

(Attach Schedule if needed)

	The character of its business in New Mexico, briefly stated, is healthcare
	The date for the next annual meeting of the stockholders for the election of director is 6.1.09
10.	Under penalties of perjury, I declare and affirm that I have examined this report, including the accompanying schedules and statements contained therein are true and correct.

/s/ Marry Kim E. Shipp	Secretary	2/17/09
Signature of Officer or Authorized Agent	Title	Date

11.	PAYMENT OF FILING FEE AND LATE FILING PENALTY:	NMSPRC Office Use Only
	(a) Filing fee due on Corporate Report..... (a) $25.00	CK#970406	02-18-09
	(b) $200.00 Late Filing Fee Penalty..... (b)
	IRS or PRC Valid extension, if any must be submitted with report at time of submission.)	Amount Remitted	Postmark Date FEDEX
	(c) Total Amount due with Corporate Report (lines a+b) ...(c) $25.00	$2500	02-20-09
	PLEASE DO NOT SUBMIT CASH FOR PAYMENT		RD

PHC-Los Alamos, Inc.
FEIN: 03-0390794

Sole Shareholder: Province Healthcare Company

Directors:
R. Scott Raplee
Michael A. Wiechart

Officers:
Donald J. Bivacca, President
Gerald Christine, Chief Financial Officer
Michael A. Wiechart, Group President
Jonathan C. Wall, Group CFO
Michael S. Coggin, Senior Vice President
William E. Hoffman, Jr., Senior Vice President
Christopher J. Monte, Vice President
Mary Kim E. Shipp, Secretary

Address for all named Officers and Directors:

103 Powell Court
Suite 200
Brentwood, TN 37027
615-372-8500 phone

Term Expires:

Officers and directors are elected to serve until a successor is elected.

RETURN TO: STATE PUBLIC REGULATION COMMISSION
CORPORATION BUREAU
P.O. BOX 1269, SANTA FE, NEW MEXICO 87504-1269

INSTRUCTIONS ON BACK PAGE PLEASE TYPE OR PRINT LEGIBLY BIENNIAL PROFIT CORPORATE REPORT
TO THE STATE PUBLIC REGULATION COMMISSION OF NEW MEXICO
TAXABLE YEAR CLOSING DATE

Due on or before the fifteenth day of the third month following the end of its taxable year. 12/31/10

1. MAIL TO:
EXACT
CORPORATE
NAME
AND
U.S. MAILING
ADDRESS PHC-LOS ALAMOS, INC.
103 POWELL COURT STE 200
BRENTWOOD TN 37027

Please use this computer pre-addressed form when filing to avoid a delay in processing. If unable to use a pre-addressed form, print NMPRC Certificate of Incorporation/Authority Number, New Mexico Taxation and Revenue ID Number, Corporate Name and Mailing Address and Zip Code in the spaces provided. If pre-printed information is not correct, print the corrected information. DPR

2. PRINCIPAL PLACE OF BUSINESSES IN NEW MEXICO	3. PRINCIPAL OFFICE OUTSIDE NEW MEXICO (If different from registered office in state of Incorporation)	4. NMSPRC Certificate of Incorporation/Authority Number
STREET 3917 WEST RD CITY, STATE, ZIP LOS ALAMOS NM 87544	STREET 103 POWELL COURT STE 200 CITY, STATE, ZIP BRENTWOOD, TN 37027	2230274 Refer to above number in all correspondence 5. NM Taxation & Revenue ID No.

6.	FOREIGN CORPORATION — REGISTERED OFFICE IN STATE OF INCORPORATION	7. STATE OR COUNTRY OF INCORPORATION
	STREET
	CITY, STATE, ZIP	NM

8.	REGISTERED AGENT AND OFFICE LOCATED WITHIN NEW MEXICO FOR SERVICE OF PROCESS (Filing corporation cannot be its own agent)
	NAME CT CORPORATION SYSTEM
	STREET 123 E MARCY ST
	(Post Office Box unacceptable unless geographical location is given
	CITY, ZIP SANTA FE NM 87501

9. The names and address of ALL the directors and officers (identify each elected director from an officer’s position, and a New Mexico Corporation shall have not less than one director. Refer to instruction No.9) of the Corporation and when the term of office of each expires:

OFFICE/TITLE	NAME AND ADDRESS	DATE WHEN TERM EXPIRES
	*see attachment*
Director
(Attach Schedule If needed)

	The character of its business in New Mexico, briefly stated, is healthcare
	The date for the next annual meeting of the stockholders for the election of director is June 1, 2011
10.	Under penalties of perjury, I declare and affirm that I have examined this report, including the accompanying schedules and statements contained therein are true and correct.

/s/ Christopher J. Monte	Vice President	1/13/2011
Signature of Officer or Authorized Agent	Title	Date

11.	PAYMENT OF FILING FEE AND LATE FILING PENALTY:	NMSPRC Office Use Only
	(a) Filing fee due on Corporate Report... (a) $25.00
	(b) $200.00 Late Filing Fee Penalty... (b)	CK#1778446	01-18-11
	IRS or PRC Valid extension, if any must be submitted with report at time of submission.)
	(c) Total Amount due with Corporate Report (lines a+b) ...(c) $25.00	Amount Remitted	Postmark Date
	PLEASE DO NOT SUBMIT CASH FOR PAYMENT	$25.00	01-26-11

PHC-Los Alamos, Inc.
FEIN: 03-0390794

Sole Shareholder: Province Healthcare Company

Directors:
R. Scott Raplee
Donald J. Bivacca

Officers:
Donald J. Bivacca, President
John Kerndl, Chief Financial Officer
R. Scott Raplee, Operations President
Michael S. Coggin, Senior Vice President, Treasurer and Secretary
Mark B. Poppell, Vice President
Christopher J. Monte, Vice President

Address for Above named Officers and Directors:

103 Powell Court
Brentwood, TN 37027
615-372-8500

Term Expires:

Officers and directors are elected to serve until a successor is elected.

EX-3.272

Exhibit 3.272

BYLAWS
OF
PHC-LOS ALAMOS, INC.

     1. Annual Meeting of the Shareholders. The annual meeting of shareholders for the election of directors and such other purposes as may be set forth in the notice of meeting shall be held at the time and place, within or outside the State of New Mexico, fixed by the board of directors.

     2. Special Meetings of the Shareholders. Special meetings of the shareholders may be held at any place within or outside the State of New Mexico upon call of the board of directors, the chairman of the board of directors, if any, the president, or the holders of at least ten percent of the issued and outstanding shares of capital stock entitled to vote.

     3. Transfer of Stock. The capital stock of the Corporation shall be transferred on the books of the Corporation by surrender of properly endorsed certificates therefor by the holders thereof or their duly authorized attorneys-in-fact. In case of transfer by attorney, the power of attorney, duly executed and acknowledged, shall be deposited with the secretary. The person in whose name stock stands on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.

     4. Directors. The business of the Corporation shall be managed by a board of directors consisting of not less than two nor more than seven members, such number of directors within such range to be fixed by action of the board of directors. The range of size for the board of directors may be increased or decreased by the shareholders. Vacancies on the board of directors, whether resulting from an increase in the number of directors, the removal of directors for or without cause, or otherwise, may be filled by a vote of a majority of the directors then in office, although less than a quorum. Directors may be removed for or without cause by the shareholders.

     5. Meetings of the Board of Directors. Regular meetings of the board of directors may be held without notice of the date, time, place or purpose of the meeting (a) at the location of the annual meeting of shareholders immediately after the meeting in each year and (b) at such times and at such places within or outside the State of New Mexico as shall be fixed by the board of directors. Special meetings of the board of directors may be held at any place within or outside the State of New Mexico upon call of the chairman of the board of directors, if any, the president or a majority of the directors then in office, which call shall set forth the date, time and place of meeting and, if required by law, the purpose of the meeting. Written, oral, or any other mode of notice of the date, time and place of meeting shall be given for special meetings in sufficient time, which need not exceed two days in advance, for the convenient assembly of the directors. A majority of the number of directors then in office, but in no event less than one-third of the number of directors the Corporation would have if there were no vacancies in the board of directors, shall constitute a quorum, and the vote of a majority of the directors present at the time of the vote, if a quorum is present, shall be the act of the board of directors.

1

     6. Officers. The board of directors shall elect a president and secretary, and such other officers as it may deem appropriate. The president, secretary, and any other officer so appointed by the board of directors are authorized to execute certificates representing shares of the Corporation’s capital stock. Persons may hold more than one office except that no person may serve as both president and secretary. Officers shall have the authority and responsibilities given them by the board of directors, and each officer shall hold office until his successor is elected and qualified, unless a different term is specified by the board of directors.

     7. Committees. By resolution adopted by the greater of (i) a majority of the directors of the Corporation then in office when the action is taken or (ii) the number of directors required by the Articles of Incorporation or bylaws to take action, the directors may designate from among their number one or more directors to constitute an executive committee and other committees, each of which, to the extent permitted by law, shall have the authority granted it by the board of directors.

     8. Amendment of Bylaws. The bylaws of the Corporation may be amended or repealed, and additional bylaws may be adopted, by action of the board of directors or of the shareholders, but any bylaws adopted by the shareholders may be amended or repealed only by the shareholders.

2

EX-3.273

Exhibit 3.273

W. Fox McKeithen Secretary of State	ARTICLES OF INCORPORATION (R.S. 12:24)
	Domestic Business Corporation Enclose $60.00 filing fee Make remittance payable to: Secretary of State Do not send cash	Return to:	Corporations Division P.O. Box 94125 Baton Rouge, LA 70804-9125 Phone (804) 925-4704

STATE OF LOUISIANA
PARISH OF                     

1. The name of this corporation is: PHC-LOUISIANA, INC.

2. This corporation is formed for the purpose of: (check one)

þ	Engaging in any lawful activity for which corporations may be formed.
o
	(use for limiting corporate activity)

3. The duration of this corporation is: (may be perpetual) perpetual

4. The aggregate number of shares which the corporation shall have authority to issue is: 1,000

5. The shares shall consist of one class only and the par value of each share is: $.01 (shares may be without par value) per share.

6. The full name and post office address of each incorporator is: Howard T. Wall, 105 Westwood Place, Ste. 400, Brentwood, TN 37027

7. Other provisions:

8. The corporation’s federal tax identification number is: applied for.

Sworn to and subscribed before me at Nashville, TN on this the 22nd day of April, 1999.

Incorporator(s) Signature:

/s/ Howard T. Wall

Howard T. Wall, Secretary

/s/ Sharon Tolbert

Notary

My Commission expires on March 24, 2001

500 Rev. 4/97	(See instructions on back)
(LA — 1 — 3/17/98)
CT Shares

1. The name of this corporation is: PHC - LOUISIANA, INC.

2.	The location and municipal address (not a P.O. Box only) of this corporation’s registered office:
	c/o Corporation Service Company
	320 Somerulos Street, Baton Rouge, Louisiana 70802-6129

3.	The full name and municipal address (not a P.O. Box only) of each of this corporation’s registered agent(s) is/are:
	Corporation Service Company
	320 Somerulos Street, Baton Rouge, Louisiana 70802-6129

4. The names and municipal addresses (not a P.O. Box only) of the first directors are:

     Incorporator(s) signature(s):

/s/ Howard T. Wall

Howard T. Wall, Secretary

AGENT’S AFFIDAVIT AND ACKNOWLEDGEMENT OF ACCEPTANCE

I hereby acknowledge and accept the appointment of registered agent for and on behalf of the above named corporation.

	Registered agent(s) signature(s):
	[ILLEGIBLE]
By:

Sworn to and subscribed before me this 23^rd day of April, 1999.

/s/ Gwendolyn S. Andrews
Notary	Notary Public, Clayton County, Georgia
	My Commission Expires Aug. 17, 2002.

341 Rev. 4/97

[ILLEGIBLE] Secretary of State	NOTICE OF CHANGE OF REGISTERED OFFICE AND/OR CHANGE OF REGISTERED AGENT (R.S. 12:104 & 12:236)
	Domestic Corporation (Business or Non-Profit) Enclose $20.00 filing fee Make remittance payable to Secretary of State Do not send cash

Corporation Name: PHC-Louisiana, Inc.

CHANGE OF LOCATION OF REGISTERED OFFICE

Notice is hereby given that the Board of Directors of the above named corporation has authorized a change in the location of the corporation’s registered office. The new registered office is located at: c/o National Registered Agents, Inc. 225 St. Ann Drive, on Mandeville, LA 70471.

To be signed by one (1) officer or two (2) directors

/s/ Howard T. Wall

CHANGE OF REGISTERED AGENT(S)

Notice is hereby given that the Board of Directors of the above named corporation has authorized the change of the corporation’s registered agent(s). The names(s) and address(es) of the new registered agent(s) is/are as follows:

National Registered Agents, Inc.
225 St. Ann Drive,
Mandeville, LA 70471

/s/ Howard T. Wall

President, Vice President or Secretary

AGENT AFFIDAVIT AND ACKNOWLEDGEMENT OF ACCEPTANCE

I hereby acknowledge and accept the appointment of registered agent(s) for and on behalf of the above named corporation.

	/s/ Kathy L. Slayman
By:	Kathy L. Slayman
	Registered Agent(s)

Sworn to and subscribed before me this 2^nd day of September, 1999.

/s/ Gwendolyn S. Andrews
Notary       Notary Public, Clayton County, Georgic
	My Commission Expires Aug. 17, 2002

354 Rev. 5/97 (See instructions on back)

NOTICE OF NEW ADDRESS OF REGISTERED
AGENT FOR SERVICE OF PROCESS

TO: The Secretary of State for the State of Louisiana

     Notice is hereby given pursuant to La. R. S. Title 12:04, Title 12:38, Title 12:1308 and Title 12:1350 of the new address of National Registered Agents, Inc.’s Office in the State of Louisiana where process may be served for business entities represented by National Registered Agents, Inc., as shown of the records of the Secretary of State; and under Title 9:3424 for foreign partnerships.

     The Agent for Service of Process, National Registered Agents, Inc., was formerly located at 225 St. Ann Drive, Mandeville, Louisiana, 70471-3219.

     The new address for the subject Agent for Service of Process, National Registered Agents, Inc. is 1280 Clausel Street, Mandeville, Louisiana 70448.

Notice is also given pursuant to La. R. S. Title 12.308 that the registered office for each business entity shown on the records of the Secretary of State to be represented by National Registered Agents, Inc. and designating 225 St. Ann Drive, Mandeville, Louisiana, 70471-3219 is changed to 1280 Clausel Street, Mandeville, Louisiana 70448.

     All such business entities may now be served at the new address of the Agent for Service of Process as set forth as of September 1, 2003.

I, Dennis E. Howarth, President of the aforesaid corporation, hereby declare the contents of this Notice true to the best of my knowledge and belief, as of this 25^th day of August, 2003

National Registered Agents, Inc.
By:	/s/ Dennis E. Howarth
	Dennis E. Howarth, President

W. Fox McKeithen Secretary of State	NOTICE OF CHANGE OF REGISTERED OFFICE AND/OR CHANGE OF REGISTERED AGENT (R.S. 12:104 & 12:236)
	Enclose $25 filing fee Domestic Corporation (Business or Non Profit) Make remittance payable to Secretary of State Do Not Send Cash	Return to:	Commercial Division P.O. Box 94125 Baton Rouge, LA 70804-9125 Phone (225) 925-4704 Web Site: www.sos.louisiana.gov

Corporation Name: PHC-Louisiana, Inc.

CHANGE OF LOCATION OF REGISTERED OFFICE

Notice is hereby given that the Board of Directors of the above named corporation has authorized a change in the location of the corporation’s registered office. The new registered office is located at:

To be signed by an officer or a director Date

CHANGE OF REGISTERED AGENT(S)

Notice is hereby given that the Board of Directors of the above named corporation has authorized the change of the corporation’s registered agent(s). The name(s) and address(es) of the new registered agent(s) is/are as follows: CT Corporation System, 8550 United Plaza Boulevard, Baton Rouge, Louisiana 70809                                                                                                                                                                                  

/s/ William F. Carpenter III	07/05/05
President, Vice President or Secretary	Date

AGENT’S ACCEPTANCE AND ACKNOWLEDGEMENT OF APPOINTMENT

I hereby acknowledge and accept the appointment of registered agent(s) for and on behalf of the above named corporation.

/s/ Mary R. Adams
CT Corporation System
	/s/ MARY R. ADAMS
By:	ASSISTANT SECRETARY

Sworn to and subscribed before me, the undersigned Notary Public, on this date: 7/12/05 NOTARY NAME MUST BE TYPED OR PRINTED WITH NOTARY #

/s/ Joan Bolden

Notary Signature

[ILLEGIBLE] (See instructions on back)

NOTICE OF NEW ADDRESS OF REGISTERED
AGENT FOR SERVICE OF PROCESS

     Notice is hereby given pursuant to Louisiana R.S. Title 12:104; 308; 236; 1308; 1350 and 9:3432; 9:3422; 9:3401 of the new address of C T Corporation System in the State of Louisiana where process may be served for the domestic and foreign profit corporations, non profit corporations, limited liability companies and limited partnerships represented by C T Corporation System as shown on the records of the Secretary of State.

     The agent for service of process, C T Corporation System, was formerly located at: 8550 United Plaza Blvd., Baton Rouge, Louisiana 70809. The new address for the said agent for service of process is: 5615 Corporate Blvd, Suite 400B, Baton Rouge, Louisiana 70808.

     Please record the change of registered address for the entities shown on the record of the Secretary of State as being represented by C T Corporation System, as the registered agent. The list of entities is attached to this notice. These entities may now be served at the new address of the agent for service of process as set forth above as of the date of this document is received and filed with the Secretary of State of Louisiana.

     I, Kenneth Uva, Vice President of C T Corporation System, hereby declare the contents of this Notice true to the best of my knowledge and belief as of this 28^th day of January, 2008.

C T CORPORATION SYSTEM
 

/s/ Kenneth Uva  

Kenneth Uva, Vice President 

Sworn to and subscribed before me, the undersigned Notary Public on this date: January 28, 2008.

/s/ Laurel Jean Wellington

Notary Public

LAUREL JEAN WELLINGTON
Notary Public, State of New York
No 01WE6035039
Qualified in Kings County
Certificate Filed in New York County
Commission Expires Dec. 20, 2009

JAY DARDENNE
SECRETARY OF STATE State of Louisiana
Secretary of State
COMMERCIAL DIVISION

Uniform Commercial Code
225.925.4704
Fax
225-922-0452

Administrative Services
225.925.4704
Fax
225-925.4726

Corporations
225.925.4704
Fax
225-922-0435

This letter serves as certification that on or about January 29, 2008, our office created a list of the companies for which C T Corporation System serves as registered agent. As per the instructions on the previous page, referred to as Amendment 36015549, we have taken appropriate action to change this registered agent address for all of the clients of C T Corporation System.

Sincerely,

Carla Bonaventure
Commercial Division Administrator

JAY DARDENNE
Secretary of State
DOMESTIC CORPORATION

ANNUAL REPORT

For Period Ending
4/26/2010

Mailing Address Only (INDICATE CHANGES TO THIS ADDRESS IN THIS BOX)		(INDICATE CHANGES TO THIS ADDRESS IN THIS BOX)
34780292 D	1	Registered Office Address in Louisiana
PHC-LOUISIANA, INC.   103 POWELL COURT SUITE 200		(Do not use P.O. Box) C/O C T CORPORATION SYSTEM 8550 UNITED PLAZA BLVD. BATON ROUGE, LA 70809
BRENTWOOD, TN 37027		Federal Tax ID Number 62-1779009

Our records indicate the following registered agents for the corporation. Indicate any changes or deletions below. All agents must have a Louisiana address. Do not use a P.O. Box. A NEW REGISTERED AGENT REQUIRES A NOTARIZED SIGNATURE.

     C T CORPORATION SYSTEM
          5615 CORPORATE BLVD., STE. 400B BATON ROUGE, LA 70808

I hereby accept the appointment of registered agent(s)	Sworn to and subscribed before me on
	NOTARY NAME MUST BE TYPED OR PRINTED WITH NOTARY #
New Registered Agent Signature	Notary Signature	Date

This report reflects a maximum of three officers or directors from our records for this corporation. Indicate any changes or deletions below. Include a listing of all names along with each title held and their address. Do not use a P.O. Box. If additional space is needed attach an addendum.

DAVID M. DILL PRESIDENT	*See attached director* officers*
MARY KIM E. SHIPP	Secretary
103 POWELL COURT, SUITE 200 BRENTWOOD, TN 37027
MICHAEL S. COGGIN	Vice-President
103 POWELL COURT, SUITE 200 BRENTWOOD, TN 37027

SIGN è	To be signed by an officer, director or agent	Title	Phone	Date
	/s/ Mary Kim E. Shipp	Secretary	6153728500	4-7-10
	Signee’s address	Email Address		(For Office Use Only)
	103 Powell Ct #200 Brentwood TN 37027	marykim.shipp@lpnt.net

Enclose filing fee of $25.00	Return by: 4/26/2010
Make remittance payable to Secretary of State		To:	Commercial Division
Do Not Send Cash			P.O. Box 94125
Do Not Staple			Baton Rouge, LA 70804-9125
			Phone (225) 925-4704
web site: www.sos.louisiana.gov	DO NOT STAPLE			3 X

ALL UNSIGNED REPORTS WILL BE RETURNED

PHC-Louisiana, Inc.
(Shares Authorized: 1,000 Common
Shares Issued: 1,000
Stockholders: Province Healthcare Company)
EIN: 62-1779009

Directors:
David M. Dill
Paul D. Gilbert

Officers:

David M. Dill, President
Jeffrey S. Sherman, Executive Vice President
John P. Bumpus, Executive Vice President
Paul D. Gilbert, Executive Vice President
Michael S. Coggin, Senior Vice President and Treasurer
Christopher J. Monte, Vice President
Mary Kim E. Shipp, Secretary

Address for above Officers and Directors:

103 Powell Court Suite 200
Brentwood, TN 37027
615-372-8500

EX-3.274

Exhibit 3.274

BYLAWS
OF
PHC-LOUISIANA, INC.

     1. Annual Meeting of the Shareholders. The annual meeting of shareholders for the election of directors and such other purposes as may be set forth in the notice of meeting shall be held at the time and place, within or outside the State of Tennessee, fixed by the board of directors.

     2. Special Meetings of the Shareholders. Special meetings of the shareholders may be held at any place within or outside the State of Tennessee upon call of the board of directors, the chairman of the board of directors, if any, the president, or the holders of at least ten percent of the issued and outstanding shares of capital stock entitled to vote.

     3. Transfer of Stock. The capital stock of the Corporation shall be transferred on the books of the Corporation by surrender of properly endorsed certificates therefor by the holders thereof or their duly authorized attorneys-in-fact. In case of transfer by attorney, the power of attorney, duly executed and acknowledged, shall be deposited with the secretary. The person in whose name stock stands on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.

     4. Directors. The business of the Corporation shall be managed by a board of directors consisting of not less than two nor more than seven members, such number of directors within such range to be fixed by action of the board of directors. The range of size for the board may be increased or decreased by the shareholders. Vacancies in the board of directors, whether resulting from an increase in the number of directors, the removal of directors for or without cause, or otherwise, may be filled by a vote of a majority of the directors then in office, although less than a quorum. Directors may be removed for or without cause by the shareholders.

     5. Meetings of the Board of Directors. Regular meetings of the board of directors may be held without notice of the date, time, place or purpose of the meeting (a) at the location of the annual meeting of shareholders immediately after the meeting in each year and (b) at such times and at such places within or outside the State of Tennessee as shall be fixed by the board of directors. Special meetings of the board of directors may be held at any place within or outside the State of Tennessee upon call of the chairman of the board of directors, if any, the president or a majority of the directors then in office, which call shall set forth the date, time and place of meeting and, if required by law, the purpose of the meeting. Written, oral, or any other mode of notice of the date, time and place of meeting shall be given for special meetings in sufficient time, which need not exceed two days in advance, for the convenient assembly of the directors. A majority of the number of directors of the Corporation then in office, but in no event less than one-third of the number of directors the Corporation would have if there were no vacancies in the board of directors, shall constitute a quorum, and the vote of a majority of the directors present at the time of the vote, if a quorum is present, shall

be the act of the board of directors.

     6. Officers. The board of directors shall elect a president and secretary, and such other officers as it may deem appropriate. The president, secretary, and any other officer so appointed by the board of directors are authorized to execute certificates representing shares of the Corporation’s capital stock. Persons may hold more than one office except that no person may serve as both president and secretary. Officers shall have the authority and responsibilities given them by the board of directors, and each officer shall hold office until his successor is elected and qualified, unless a different term is specified by the board of directors.

     7. Committees. By resolution adopted by the greater of (i) a majority of the directors of the Corporation then in office when the action is taken or (ii) the number of directors required by the Charter or bylaws to take action, the directors may designate from among their number one or more directors to constitute an executive committee and other committees, each of which, to the extent permitted by law, shall have the authority granted it by the board of directors.

     8. Amendment of Bylaws. The bylaws of the Corporation may be amended or repealed, and additional bylaws may be adopted, by action of the board of directors or of the shareholders, but any bylaws adopted by the shareholders may be amended or repealed only by the shareholders.

EX-3.275

Exhibit 3.275

MARK C. CHRISTIE
COMMISSIONER

JAMES C. DIMITRI
COMMISSIONER

JUDITH WILLIAMS JAGDMANN
COMMISSIONER

JOEL H. PECK
CLERK OF THE COMMISSION
P.O. BOX 1197
RICHMOND, VIRGINIA 23218-1197

The attached documents are the best available from microfilm.
The original documents submitted for filing were not suitable for
microfilming.

Tyler Building, 1300 East Main Street, Richmond, VA 23219-3630
Clerk’s Office (804) 371-9733 or (866) 722-2551 (toll-free in Virginia) www.scc.virginia.gov/clk
Telecommunications Device for the Deaf-TDD/Voice: (804) 371-9206

ARTICLES OF INCORPORATION
OF
PHC-MARTINSVILLE, INC.

     The undersigned, pursuant to the Virginia Stock Corporation Act (the “Act”), states as follows:

     1. The name of the corporation is PHC-Martinsville, Inc. (the “Corporation”).

     2. The number of shares the Corporation is authorized to issue is One Thousand (1,000), all of which are a par value of $.01 dollars each and are of the same class and are to be Common shares.

     3. The name of the corporation’s initial registered agent is National Registered Agents, Inc.

     4. The initial registered agent is a domestic or foreign stock or nonstock corporation, limited liability company or registered limited liability partnership authorized to transact business in Virginia.

     5. The corporation’s initial registered office address, which is the business office of the initial registered agent, is 526 King Street, Suite 423 Alexandria, Virginia 22314.

     6. The registered office is physically located in the City of Alexandria.

     7. The names and addresses of the individuals who are to serve as the initial directors are:

Martin S. Rash	105 Westwood Place, Suite 400
	Brentwood, Tennessee 37027
Howard T. Wall	105 Westwood Place, Suite 400
	Brentwood, Tennessee 37027.

     8. (a) A director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability for (i) any breach of the director’s duty of loyalty to the Corporation or its shareholders, (ii) acts or omissions not in good faith or which involve willful misconduct or a knowing violation of law, or (iii) unlawful insider trading or manipulation of the market under Section 13.1-692 of the Act, as amended from time to time.

     (b) If the Act is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Act, as so amended. Any repeal or modification of the foregoing by the shareholders shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

     9. (a) The-Corporation shall indemnify, and upon request shall advance expenses to, in the manner and to the full extent permitted by law, any officer or director (or the estate of any such person) who was or is a party to, or is threatened to be made a party to, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee or employee of another corporation, partnership, joint venture, trust or other enterprise (an “indemnitee”). The Corporation may, to the full extent permitted by law, purchase and maintain insurance on behalf of any such person against any liability which may be asserted against him or her. To the full extent permitted by law, the indemnification and advances provided for herein shall include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement. The indemnification provided herein shall not be deemed to limit the right of the Corporation to indemnify any other person for any such expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement to the full extent permitted by law, both as to action in his official capacity and as to action in another capacity while holding such office. Notwithstanding the foregoing, the Corporation shall not indemnify any such indemnitee (1) in any proceeding by the Corporation against such indemnitee: or (2) if a judgment or other final adjudication adverse to the indemnitee establishes his liability for (i) any breach of the duty of loyalty to the Corporation or its shareholders, (iii) acts or omissions not in good faith or which involve willful misconduct or a knowing violation of law, or (iii) unlawful insider trading or manipulation of the market under Section 13.1-692 of the Act.

     (b) The rights to indemnification and advancement of expenses set forth in paragraph 9(a) above are intended to be greater than those which are otherwise provided for in the Act, are contractual between the Corporation and the person being indemnified, his heirs, executors and administrators, and with respect to paragraph 9(a), are mandatory, notwithstanding a person’s failure to meet the standard of conduct required for permissive indemnification under the Act, as amended from time to time. The rights to indemnification and advancement of expenses set forth in paragraph 9(a) above are nonexclusive of other similar rights which may be granted by law, these Articles of Incorporation, the bylaws, a resolution of the board of directors or shareholders of the Corporation, or an

agreement with the Corporation, which means of indemnification and advancement of expenses are hereby specifically authorized.

     (c) Any repeal or modification of the provisions of this paragraph 9 either directly or by the adoption of an inconsistent provision of these Articles of Incorporation, shall not adversely affect any right or protection set forth herein existing in favor of a particular individual at the time of such repeal or modification. In addition, if an amendment to the Act limits or restricts in any way the indemnification rights permitted by law as of the date hereof, such amendment shall apply only to the extent mandated by law and only to activities of persons subject to indemnification under this paragraph 9 which occur subsequent to the effective date of such amendment.

Howard T. Wall, Incorporator

COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
January 29, 2002

The State Corporation Commission has found the accompanying articles submitted on behalf of

PHC-Martinsville, Inc.

to comply with the requirements of law, and confirms payment of all required fees.

Therefore, it is ORDERED that this

CERTIFICATE OF INCORPORATION

be issued and admitted to record with the articles of incorporation in the Office of the Clerk of the Commission, effective January 29, 2002.

The corporation is granted the authority conferred on it by law in accordance with the articles, subject to the conditions and restrictions imposed by law.

STATE CORPORATION COMMISSION
By
	Commissioner

EX-3.276

Exhibit 3.276

BYLAWS
OF
PHC-MARTINSVILLE, INC.

     1. Annual Meeting of the Shareholders. The annual meeting of shareholders for the election of directors and such other purposes as may be set forth in the notice of meeting shall be held at the time and place, within or outside the State of Virginia, fixed by the board of directors.

     2. Special Meetings of the Shareholders. Special meetings of the shareholders may be held at any place within or outside the State of Virginia upon call of the board of directors, the chairman of the board of directors, if any, the president, or the holders of at least ten percent of the issued and outstanding shares of capital stock entitled to vote.

     3. Transfer of Stock. The capital stock of the Corporation shall be transferred on the books of the Corporation by surrender of properly endorsed certificates therefor by the holders thereof or their duly authorized attorneys-in-fact. In case of transfer by attorney, the power of attorney, duly executed and acknowledged, shall be deposited with the secretary. The person in whose name stock stands on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.

     4. Directors. The business of the Corporation shall be managed by a board of directors consisting of not less than two nor more than seven members, such number of directors within such range to be fixed by action of the board of directors. The range of size for the board of directors may be increased or decreased by the shareholders. Vacancies on the board of directors, whether resulting from an increase in the number of directors, the removal of directors for or without cause, or otherwise, may be filled by a vote of a majority of the directors then in office, although less than a quorum. Directors may be removed for or without cause by the shareholders.

     5. Meetings of the Board of Directors. Regular meetings of the board of directors may be held without notice of the date, time, place or purpose of the meeting (a) at the location of the annual meeting of shareholders immediately after the meeting in each year and (b) at such times and at such places within or outside the State of Virginia as shall be fixed by the board of directors. Special meetings of the board of directors may be held at any place within or outside the State of Virginia upon call of the chairman of the board of directors, if any, the president or a majority of the directors then in office, which call shall set forth the date, time and place of meeting and, if required by law, the purpose of the meeting. Written, oral, or any other mode of notice of the date, time and place of meeting shall be given for special meetings in sufficient time, which need not exceed two days in advance, for the convenient assembly of the directors. A majority of the number of directors then in office, but in no event less than one-third of the number of directors the Corporation would have if there were no vacancies in the board of directors, shall constitute a quorum, and the vote of a majority of the directors present at the time of the vote, if a quorum is present, shall be the act of the board of directors.

1

     6. Officers. The board of directors shall elect a president and secretary, and such other officers as it may deem appropriate. The president, secretary, and any other officer so appointed by the board of directors are authorized to execute certificates representing shares of the Corporation’s capital stock. Persons may hold more than one office except that no person may serve as both president and secretary. Officers shall have the authority and responsibilities given them by the board of directors, and each officer shall hold office until his successor is elected and qualified, unless a different term is specified by the board of directors.

     7. Committees. By resolution adopted by the greater of (i) a majority of the directors of the Corporation then in office when the action is taken or (ii) the number of directors required by the Articles of Incorporation or bylaws to take action, the directors may designate from among their number two or more directors to constitute an executive committee and other committees, each of which, to the extent permitted by law, shall have the authority granted it by the board of directors.

     8. Amendment of Bylaws. The bylaws of the Corporation may be amended or repealed, and additional bylaws may be adopted, by action of the board of directors or of the shareholders, but any bylaws adopted by the shareholders may be amended or repealed only by the shareholders.

2

EX-3.277

Exhibit 3.277

W. Fox McKeithen Secretary of State	ARTICLES OF INCORPORATION (R.S. 12:24)
	Domestic Business Corporation	Return to:	Corporations Division
	Enclose $60.00 filing fee.		P.O. Box 94125
	Make remittance payable to:		Baton Rouge, LA 70804-9125
	Secretary of State		Phone (504) 925-4704
	Do not send cash

STATE OF LOUISIANA

PARISH OF                     

1. The name of this corporation is: PHC-Minden G.P., Inc.

2. This corporation is formed for the purpose of: (check one)

þ Engaging In any lawful activity for which corporations may be formed.

o ______________________________________________________

(use for limiting corporate activity)

3. The duration of this corporation is: (may be perpetual) perpetual

4. The aggregate number of shares which the corporation shall have authority to issue is: 1,000

5. The shares shall consist of one class only and the par value of each share is $.01 (shares may be without par value) per share.

6. The full name and post office address of each incorporator is: Howard T. Wall, 105 Westwood Place, Suite 400, Brentwood, TN 37027

7. Other provisions:                     

8. The corporation’s federal tax identification number is: Applied for.

Sworn to and subscribed before me at Brentwood, TN, LA, on this the 2nd day of August, 1999.

Incorporator(s) Signature:

/s/ Howard T. Wall Howard T. Wall

/s/ Sharon Tolbert Notary

399 Rev. 8/97
LA001 - CT System Online (See instructions on back)

1. The name of this corporation is: PHC-Minden G.P., Inc.

2. The location and municipal address (not a P.O. Box only) of this corporation’s registered office:

3500 Highway 190
Mandeville, LA 70471-3124

3. The full name and municipal address (not a P.O. Box only) of each of this corporation’s registered agent(s) is/are:

National Registered Agents, Inc.
3500 Hwy. 190, Mandeville, LA 70471-3124

4. The names and municipal addresses (not a P.O. Box only) of the first directors are:

Martin S. Rash, 105 Westwood Place, Ste. 400, Brentwood, TN 37027
Richard Gore, 105 Westwood Place, Ste. 400, Brentwood, TN 37027

Incorporator(s) signature(s):

/s/ Howard T. Wall

AGENTS AFFIDAVIT AND ACKNOWLEDGEMENT OF ACCEPTANCE

I hereby acknowledge and accept the appointment of registered agent for and on behalf of the above named corporation.

	Registered agent(s) signature(s):
	National Registered Agents, Inc.
By:	[ILLEGIBLE] Ward, Special Asst. [ILLEGIBLE]

Sworn to and subscribed before me this 4th day of August, 1999.

/s/ Kathy L. Slayman                          Notary     Expires 3-31-2000

341 Rev. 4/97

NOTICE OF NEW ADDRESS OF REGISTERED
AGENT FOR SERVICE OF PROCESS

To: The Secretary of State for the State of Louisiana

     Notice is hereby given pursuant to LA. R.S. Title 12:104; 308; 236;1308;1350 and 3424 of the new address of National Registered Agents, Inc. in the State of Louisiana where process may be served for profit and non-profit corporations, limited liability companies and limited partnerships represented by National Registered Agents, Inc. as shown on the records of the Secretary of State.

     The agent for service of process, National Registered Agents, Inc., was formerly located at 3500 Highway 190, Mandeville, LA 70471-3124. The new address for the said agent for service of process, National Registered Agents, Inc., is 225 St. Ann Drive, Mandeville, LA 70471-3219.

     Notice is also given pursuant to LA. R.S. Title 12:104; 308; 236;1308;1350 and 3424 that the registered office of each profit and non-profit corporation, limited liability company and limited partnership shown on the records of the Secretary of State to be represented by National Registered Agents, Inc. and designating 3500 Highway 190, Mandeville, LA 70471-3124, is changed to 225 St. Ann Drive, Mandeville, LA 70471-3219.

     All such entities may now be served at the new address of the agent for service of process as set forth, as of August 6, 1999.

     I, Dennis E. Howarth, President of the said agent, hereby declare the contents of this Notice true to the best of my knowledge and belief, as of this 2nd day of August, 1999.

National Registered Agents, Inc.
 

/s/ Dennis E. Howarth  

Dennis E. Howarth, President 

NOTICE OF NEW ADDRESS OF REGISTERED
AGENT FOR SERVICE OF PROCESS

TO: The Secretary of State for the State of Louisiana

     Notice is hereby given pursuant to La. R. S. Title 12:04, Title 12:38, Title 12:1308 and Title 12:1350 of the new address of National Registered Agents, Inc.’s Office in the State of Louisiana where process may be served for business entities represented by National Registered Agents, Inc., as shown of the records of the Secretary of State; and under Title 9:3424 for foreign partnerships.

     The Agent for Service of Process, National Registered Agents, Inc., was formerly located at 225 St. Ann Drive, Mandeville, Louisiana, 70471-3219.

     The new address for the subject Agent for Service of Process, National Registered Agents, Inc. is 1280 Clausel Street, Mandeville, Louisiana 70448.

Notice is also given pursuant to La. R. S. Title 12:308 that the registered office for each business entity shown on the records of the Secretary of State to be represented by National Registered Agents, Inc. and designating 225 St. Ann Drive, Mandeville, Louisiana, 70471-3219 is changed to 1280 Clausel Street, Mandeville, Louisiana 70448.

     All such business entities may now be served at the new address of the Agent for Service of Process as set forth as of September 1, 2003.

I, Dennis E. Howarth, President of the aforesaid corporation, hereby declare the contents of this Notice true to the best of my knowledge and belief, as of this 25^th day of August, 2003

National Registered Agents, Inc.
By:	/s/ Dennis E. Howarth
	Dennis E. Howarth, President

W. Fox McKeithen	NOTICE OF CHANGE OF REGISTERED OFFICE
Secretary of State	AND/OR CHANGE OF REGISTERED AGENT
	(R.S. 12:104 & 12:236)
	Enclose $25 filing fee	Return to:	Commercial Division
	Domestic Corporation (Business or Non Profit)		P.O. Box 94125
	Make remittancs payable to		Baton Rouge, LA 70804-9125
	Secretary of State		Phone (225) 925-4704
	Do Not Send Cash		Web Site: www.sos.louisiana.gov

Corporation Name: PHC-Minden G.P., Inc.

CHANGE OF LOCATION OF REGISTERED OFFICE

Notice is hereby given that the Board of Directors of the above named corporation has authorized a change in the location of the corporation’s registered office. The new registered office is located at:                     

To be signed by an officer or a director Date

CHANGE OF REGISTERED AGENT(S)

Notice is hereby given that the Board of Directors of the above named corporation has authorized the change of the corporation’s registered agent(s). The name(s) and address(es) of the new registered agent(s) is/are as follows: C T Corporation System, 8550 United Plaza Boulevard, Baton Rouge, Louisiana 70809

/s/ William F. Carpenter III	07/05/05
President, Vice President or Secretary	Date

AGENT’S ACCEPTANCE AND ACKNOWLEDGEMENT OF APPOINTMENT

I hereby acknowledge and accept the appointment of registered agent(s) for and on behalf of the above named corporation.

	/s/ Mary R. Adams CT Corporation System
By:	MARY R. ADAMS ASSISTANT SECRETARY

Sworn to and Subscribed before me, the undersigned Notary Public, on this date: 7/12/05
NOTARY NAME MOST BE TYPED OR PRINTED WITH NOTARY #

/s/ Joan Bolden Notary Signature

(See instructions on back)

[ILLEGIBLE]

NOTICE OF NEW ADDRESS OF REGISTERED
AGENT FOR SERVICE OF PROCESS

     Notice is hereby given pursuant to Louisiana R.S. Title 12:104; 308; 236;1308; 1350 and 9:3432; 9:3422; 9:3401 of the new address of C T Corporation System in the State of Louisiana where process may be served for the domestic and foreign profit corporations, non profit corporations, limited liability companies and limited partnerships represented by C T Corporation System as shown on the records of the Secretary of State.

     The agent for service of process, C T Corporation System, was formerly located at: 8550 United Plaza Blvd., Baton Rouge, Louisiana 70809. The new address for the said agent for service of process is: 5615 Corporate Blvd, Suite 400B, Baton Rouge, Louisiana 70808.

     Please record the change of registered address for the entities shown on the record of the Secretary of State as being represented by C T Corporation System, as the registered agent. The list of entities is attached to this notice. These entities may now be served at the new address of the agent for service of process as set forth above as of the date of this document is received and filed with the Secretary of State of Louisiana.

     I, Kenneth Uva, Vice President of C T Corporation System, hereby declare the contents of this Notice true to the best of my knowledge and belief as of this 28^th day of January, 2008.

C T CORPORATION SYSTEM
 

/s/ Kenneth Uva  

Kenneth Uva, Vice President 

Sworn to and subscribed before me, the undersigned Notary Public on this date: January 28, 2008.

                /s/ Laurel Jean Wellington Notary Public

LAUREL JEAN WELLINGTON

Notary Public, State of New York

No 01WE6035039

Qualified in Kings County

Certificate Filed in New York County

Commission Expires Dec. 20, 2009

JAY DARDENNE	State of Louisiana	COMMERCIAL DIVISION
SECRETARY OF STATE	Secretary of State	Uniform Commercial Code
			225.925.4704
		fax
			225-922-0452
		Administrative Services
			225.925.4704
		Fax
			225-925.4726
		Corporations
			225.925.4704
		Fax
			225-922-0435

This letter serves as certification that on or about January 29, 2008, our office created a list of the companies for which C T Corporation System serves as registered agent. As per the instructions on the previous page, referred to as Amendment 36015549, we have taken appropriate action to change this registered agent address for all of the clients of C T Corporation System.

Sincerely,

Carla Bonaventure
Commercial Division Administrator

JAY DARDENNE	DOMESTIC CORPORATION ANNUAL REPORT For Period Ending 8/5/2010
Secretary of State
Mailing Address Only (INDICATE CHANGES TO THIS ADDRESS IN THIS BOX)		(INDICATE CHANGES TO THIS ADDRESS IN THIS BOX)
34822936 D	1	Registered Office Address in Louisiana
PHC-MINDEN G.P., INC.		(Do not use P.O Box)
		C/O C T CORPORATION SYSTEM
103 POWELL COURT, STE. 200		8550 UNITED PLAZA BLVD.
BRENTWOOD, TN 37027		BATON ROUGE, LA 70809

Federal Tax ID Number

62-1789341

Our records indicate the following registered agents for the corporation. Indicate any changes or deletions below. All agents must have a Louisiana address. Do not use a P.O. Box. A NEW REGISTERED AGENT REQUIRES A NOTARIZED SIGNATURE.

C T CORPORATION SYSTEM

5615 CORPORATE BLVD., STE. 400B BATON ROUGE, LA 70808

I hereby accept the appointment of registered agent(s).	Sworn to and subscribed before me on
	NOTARY NAME MUST BE TYPED OR PRINTED WITH NOTARY #
New Registered Agent Signature	Notary Signature                              Date

This report reflects a maximum of three officers or directors from our records for this corporation. Indicate any changes or deletions below. Include a listing of all names along with each title held and their address. Do not use a P.O. Box. If additional space is needed attach an addendum.

MICHAEL B. CLARK	President, Director
103 POWELL COURT, SUITE 200 BRENTWOOD, TN 37027
MARY KIM E. SHIPP	Secretary
103 POWELL COURT, SUITE 200 BRENTWOOD, TN 37027
MICHAEL S. COGGIN	Vice-President, Treasurer
103 POWELL COURT, STE. 200 BRENTWOOD, TN 37027

SIGNè	To be signed by an officer, director or agent	Title	Phone	Date
	/s/ Mary Kim E. Shipp	Secretary	615-372-8500	7-12-10
	Signee’s address	Email Address		(For Office Use Only)
	103 Powell Ct # 200	gretcher.catran@lpnt.net
	Brentwood, TN 37027

Enclose filing fee of            $25.00            Return by:            8/5/2010

Make remittance payable to Secretary of State	To:	Commercial Division
Do Not Send Cash		P. O. Box 94125
Do Not Staple		Baton Rouge, LA 70804-9125
		Phone (225) 925-4704
web site: www.sos.louisiana.com	DO NOT STAPLE                                                                         3 X

ALL UNSIGNED REPORTS WILL BE RETURNED

PHC-Minden G.P., Inc.
(Shares Authorized: 1,000 Common
Shares Issued: 1,000
Stockholders: Province Healthcare Company)
EIN: 62-1789341

Directors:
R. Scott Raplee
Michael B. Clark

Officers:
Michael B. Clark, President
A. Gene Smith, Chief Financial Officer
R. Scott Raplee, Operations President
Randy McVay, Operations CFO
Michael S. Coggin, Senior Vice President and Treasurer
Christopher J. Monte, Vice President
Mary Kim E. Shipp, Secretary

Address for above officers and directors:

103 Powell Court, Suite 200
Brentwood, TN 37027
615-372-8500

EX-3.278

Exhibit 3.278

BYLAWS
OF
PHC-MINDEN G.P., INC.

     1. Annual Meeting of the Shareholders. The annual meeting of shareholders for the election of directors and such other purposes as may be set forth in the notice of meeting shall be held at the time and place, within or outside the State of Tennessee, fixed by the board of directors.

     2. Special Meetings of the Shareholders. Special meetings of the shareholders may be held at any place within or outside the State of Tennessee upon call of the board of directors, the chairman of the board of directors, if any, the president, or the holders of at least ten percent of the issued and outstanding shares of capital stock entitled to vote.

     3. Transfer of Stock. The capital stock of the Corporation shall be transferred on the books of the Corporation by surrender of properly endorsed certificates therefor by the holders thereof or their duly authorized attorneys-in-fact. In case of transfer by attorney, the power of attorney, duly executed and acknowledged, shall be deposited with the secretary. The person in whose name stock stands on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.

     4. Directors. The business of the Corporation shall be managed by a board of directors consisting of not less than two nor more than seven members, such number of directors within such range to be fixed by action of the board of directors. The range of size for the board may be increased or decreased by the shareholders. Vacancies in the board of directors, whether resulting from an increase in the number of directors, the removal of directors for or without cause, or otherwise, may be filled by a vote of a majority of the directors then in office, although less than a quorum. Directors may be removed for or without cause by the shareholders.

     5. Meetings of the Board of Directors. Regular meetings of the board of directors may be held without notice of the date, time, place or purpose of the meeting (a) at the location of the annual meeting of shareholders immediately after the meeting in each year and (b) at such times and at such places within or outside the State of Tennessee as shall be fixed by the board of directors. Special meetings of the board of directors may be held at any place within or outside the State of Tennessee upon call of the chairman of the board of directors, if any, the president or a majority of the directors then in office, which call shall set forth the date, time and place of meeting and, if required by law, the purpose of the meeting. Written, oral, or any other mode of notice of the date, time and place of meeting shall be given for special meetings in sufficient time, which need not exceed two days in advance, for the convenient assembly of the directors. A majority of the number of directors of the Corporation then in office, but in no event less than one-third of the number of directors the Corporation would have if there were no vacancies in the board of directors, shall constitute a quorum, and the vote of a majority of the directors present at the time of the vote, if a quorum

is present, shall be the act of the board of directors.

     6. Officers. The board of directors shall elect a president and secretary, and such other officers as it may deem appropriate. The president, secretary, and any other officer so appointed by the board of directors are authorized to execute certificates representing shares of the Corporation’s capital stock. Persons may hold more than one office except that no person may serve as both president and secretary. Officers shall have the authority and responsibilities given them by the board of directors, and each officer shall hold office until his successor is elected and qualified, unless a different term is specified by the board of directors.

     7. Committees. By resolution adopted by the greater of (i) a majority of the directors of the Corporation then in office when the action is taken or (ii) the number of directors required by the Charter or bylaws to take action, the directors may designate from among their number one or more directors to constitute an executive committee and other committees, each of which, to the extent permitted by law, shall have the authority granted it by the board of directors.

     8. Amendment of Bylaws. The bylaws of the Corporation may be amended or repealed, and additional bylaws may be adopted, by action of the board of directors or of the shareholders, but any bylaws adopted by the shareholders may be amended or repealed only by the shareholders.

EX-3.279

Exhibit 3.279

Com Schedler SECRETARY OF STATE the attached documents) of PHC-MINDEN, LP. are true and correct and are tiled in the Louisiana Secretary of State’s Office. 34822992J ORIGF 8/5/1999 5 page(s) In testimony whereof, I have hereunto set my hand and caused the Seal of my Office to be affixed at the City of Baton Rouge on, March 14, 2011 CB 34822992J Certificate ID: 10148511#E5D52 To validate this certificate, visit the following web site, go to Commercial Division, Certificate Validation, then follow the instructions displayed. www.sos.louisiana.gov

W. Fox McKeithen
Secretary of State

LOUISIANA PARTNERSHIP REGISTRATION FORM
Enclose $75.00 filing fee Make remittance payable to Secretary of State Do not send cash	Return to:	Corporation Division P.O. Box 94125 Baton Rouge, LA 70804-9125 Phone (504) 925-4704

CHECK ONE: þ Original Filing o Amendment
Current Partnership Name:	PHC-MINDEN, L.P.
Previous Partnership Name:
Louisiana municipal address of principal place of business:		3972 I-49 S. Service Rd., Minden, LA 71055

Effective date of contract:		Telephone	(       )
	Month, Day, Year

Federal tax identification number:	Applied for.
Name and municipal address of each partner (Attach addendum if needed)
PHC-Trinity Valley, Inc.
Name
105 Westwood Place, Suite 400, Brentwood, TN 37027
Address
PHC-Nevada, Inc.
Name
105 Westwood Place, Suite 400, Brentwood, TN 37027
Address
Name
Address
Name
Address

/s/ Howard T. Wall	Vice President and Secretary, (615) 370-1377
Signature, Title and Telephone of person completing form

342 Rev. 4/97 (See instructions on back)

AGREEMENT OF LIMITED PARTNERSHIP
OF
PHC-MINDEN, L.P.

     Pursuant to Section 3404 of the Louisiana Civil Code of 1870, this undersigned parties being all of the partners (the “Partners”) of PHC-Minden, L.P. (the “Limited Partnership”), a Louisiana limited partnership formed pursuant to the provisions of Article 2836 et. seq. of the Louisiana Civil Code of 1870, as amended and reenacted (the “Act”), hereby agree as follows:

		Percent			Capital
	Name and Address	Ownership			Contribution
General Partner:	PHC-Minden G.P., Inc.		1	%	$	1.00
	a Louisiana corporation
	105 Westwood Place, Suite 400
	Brentwood, Tennessee 37027
Limited Partner:	PHC-Louisiana, Inc.		99	%	$	99.00
	a Louisiana corporation
	105 Westwood Place, Suite 400
	Brentwood, Tennessee 37027

     Each Partner made its contribution to capital in cash at the time it executed the Articles of Limited Partnership, dated August 2, 1999. Neither Partner shall be required to make any additional contribution of capital to the Limited Partnership, although the Partners may from time to time agree to make additional contributions to the Limited Partnership.

     The Limited Partnership may engage in any lawful business permitted by the Act, including without limitation, acquiring, owning, operating, selling, leasing, and otherwise dealing with hospitals and other healthcare businesses.

     The address of the registered and principal office of the Limited Partnership is 3972 I-49 South Service Road, Minden, Louisiana 70570 and the name and address of the registered agent for service of process on the Limited Partnership in the State of Louisiana is National Registered Agents, Inc., 3500 Highway 190, Mandeville, Louisiana 70471-3124.

     The Limited Partnership shall be terminated and dissolved upon the earlier of (i) the mutual agreement of the Partners or (ii) December 31, 2050. After payment of all obligations and other liabilities as provided in the Act, notwithstanding any provision to the contrary in this Agreement, all remaining Limited Partnership assets shall be distributed to the Partners in accordance with their positive ending capital account balances in compliance with Treasury Regulation Section 1.704-l(b)(2)(ii)(b)(2). No Partner shall have the obligation to another Partner, the Limited Partnership, or third party to restore a negative capital account balance during the existence or upon termination of the Limited Partnership.

1

     A capital account for each Partner shall be established, maintained and adjusted in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv), including any optional adjustments under Treasury Regulation Section 1.704-l(b)(2)(iv)(f) that the General Partner believes are necessary to reflect the economic interests of the Partners and, if applicable, the adjustments required under Treasury Regulation Section 1.704-1(b)(2)(iv)(g).

     All distributions and, after giving effect to the special allocations in the following paragraph, all allocations of income, gins, losses and credits shall be made in accordance with the Percent Ownership of each Partner. No allocation of loss or deduction will be made to a Partner that would create an impermissible capital account balance as computed under Treasury Regulations Section 1.704-1(b)(2)(ii)(d).

     This Agreement contains, and the Partners shall comply with the “qualified income offset” provision of Treasury Regulations Section 1.704-1(b)(2)(ii)(d), the minimum gain chargeback provisions and provisions relating to the special allocation of nonrecourse deductions of Treasury Regulations Section 1.704-2. The allocations contained in this paragraph shall be defined, interpreted and made in accordance with the applicable Treasury Regulations.

     Income, gain, loss and deduction as computed for income tax purposes with respect to Limited Partnership property subject to Internal Revenue Code Section 704(c) and/or Treasury Regulations Section 1.704-1(b)(2)(iv)(f) shall be allocated in accordance with said Internal Revenue Code Section and/or Treasury Regulations Section 1.704-1(b)(4)(i), as the case may be, using any reasonable method permitted in Treasury Regulations Section 1.704-3 that is selected by the General Partner. Allocations made pursuant to this paragraph shall not affect the capital accounts of the Partners.

     The General Partner shall have the exclusive right and full power and authority to manage, control, conduct and operate the business of the Partnership, and may take any and all action without the consent of the Limited Partner. The General Partner shall maintain all books and records required by the Act to be maintained at the address specified above or at any other office designated by the General Partner. The General Partner shall make available at its principal office at the address specified above in the State of Tennessee such books and records of the Limited Partnership as are required pursuant to the Act. The General Partner shall have the right to designate a different registered agent and/or registered office for the Limited Partnership by complying with any requirements pursuant to the Act.

     The Limited Partnership shall indemnify and hold harmless the General Partner, and its members, managers, employees, agents and representatives and the officers, directors, employees agents and representatives of its members to the fullest extent permitted by the Act.

2

     The Partners hereby agree that all other terms of the Limited Partnership be controlled and interpreted in accordance with the Act.

     EXECUTED effective as of August 3, 1999.

	GENERAL PARTNER:
WITNESSES:	PHC-Minden G.P., Inc.,
	a Louisiana corporation
[ILLEGIBLE]	By:	/s/ Howard T. Well
[ILLEGIBLE]	Title:	Secretary

STATE OF TENNESSEE		)
		)	SS.:
COUNTY OF	Davidson TN	)

          On this 3^rd day of August, 1999, before me, the subscriber, a Notary Public duly appointed to take proof and acknowledgment of deeds and other instruments, came Howard Wall, to me personally known to be the individual described in and who signed the preceding Articles of Limited Partnership, and who duly acknowledged to me, the signing of the same, and being by me duly sworn deposeth and saith that he signed the foregoing Articles of Limited Partnership in the capacity set forth under his signature.

          IN TESTIMONY WHEREOF, I hereunto set my name and affix my official seal at 1999, Aug. 3rd, the day and year first above written.

/s/ Sharon Tolbert Notary Public

(SEAL)

3

WITNESSES:	LIMITED PARTNER:
	PHC-Louisiana, Inc.
	a Louisiana corporation
[ILLEGIBLE]	By:	/s/ Howard T. Well
[ILLEGIBLE]	Title:	Secretary

STATE OF TENNESSEE		)
		)	SS.:
COUNTY OF	Davidson	)

          On this 3rd day of August, 1999, before me, the subscriber, a Notary Public duly appointed to take proof and acknowledgment of deeds and other instruments, came Howard wall, to me personally known to be the individual described in and who signed the preceding Articles of Limited Partnership, and who duly acknowledged to me, the signing of the same, and being by me duly sworn deposeth and saith that he signed the foregoing Articles of Limited Partnership in the capacity set forth under his signature.

          IN TESTIMONY WHEREOF, I hereunto set my name and affix my official seal at 1999, Aug. 3, the day and year first above written.

/s/ Sharon Tolbert Notary Public

(SEAL)

4

EX-3.280

Exhibit 3.280

AGREEMENT OF LIMITED PARTNERSHIP
OF
PHC-MINDEN, L.P.

     Pursuant to Section 3404 of the Louisiana Civil Code of 1870, this undersigned parties being all of the partners (the “Partners”) of PHC-Minden, L.P. (the “Limited Partnership”), a Louisiana limited partnership formed pursuant to the provisions of Article 2836 et. seq. of the Louisiana Civil Code of 1870, as amended and reenacted (the “Act”), hereby agree as follows:

		Percent			Capital
	Name and Address	Ownership			Contribution
General Partner:	PHC-Minden G.P., Inc.		1	%	$	1.00
	a Louisiana corporation
	105 Westwood Place, Suite 400
	Brentwood, Tennessee 37027
Limited Partner:	PHC-Louisiana, Inc.		99	%	$	99.00
	a Louisiana corporation
	105 Westwood Place, Suite 400
	Brentwood, Tennessee 37027

     Each Partner made its contribution to capital in cash at the time it executed the Articles of Limited Partnership, dated August 2, 1999. Neither Partner shall be required to make any additional contribution of capital to the Limited Partnership, although the Partners may from time to time agree to make additional contributions to the Limited Partnership.

     The Limited Partnership may engage in any lawful business permitted by the Act, including without limitation, acquiring, owning, operating, selling, leasing, and otherwise dealing with hospitals and other healthcare businesses.

     The address of the registered and principal office of the Limited Partnership is 3972 I-49 South Service Road, Minden, Louisiana 70570 and the name and address of the registered agent for service of process on the Limited Partnership in the State of Louisiana is National Registered Agents, Inc., 3500 Highway 190, Mandeville, Louisiana 70471-3124.

     The Limited Partnership shall be terminated and dissolved upon the earlier of (i) the mutual agreement of the Partners or (ii) December 31, 2050. After payment of all obligations and other liabilities as provided in the Act, notwithstanding any provision to the contrary in this Agreement, all remaining Limited Partnership assets shall be distributed to the Partners in accordance with their positive ending capital account balances in compliance with Treasury Regulation Section 1.704-1(b)(2)(ii)(b)(2). No Partner shall have the obligation to another Partner, the Limited Partnership, or third party to restore a negative capital account balance during the existence or upon termination of the Limited Partnership.

1

     A capital account for each Partner shall be established, maintained and adjusted in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv), including any optional adjustments under Treasury Regulation Section 1.704-1(b)(2)(iv)(f) that the General Partner believes are necessary to reflect the economic interests of the Partners and, if applicable, the adjustments required under Treasury Regulation Section 1.704-1(b)(2)(iv)(g).

     All distributions and, after giving effect to the special allocations in the following paragraph, all allocations of income, gins, losses and credits shall be made in accordance with the Percent Ownership of each Partner. No allocation of loss or deduction will be made to a Partner that would create an impermissible capital account balance as computed under Treasury Regulations Section 1.704-1(b)(2)(ii)(d).

     This Agreement contains, and the Partners shall comply with the “qualified income offset” provision of Treasury Regulations Section 1.704-1(b)(2)(ii)(d), the minimum gain chargeback provisions and provisions relating to the special allocation of nonrecourse deductions of Treasury Regulations Section 1.704-2. The allocations contained in this paragraph shall be defined, interpreted and made in accordance with the applicable Treasury Regulations.

     Income, gain, loss and deduction as computed for income tax purposes with respect to Limited Partnership property subject to Internal Revenue Code Section 704(c) and/or Treasury Regulations Section 1.704-1(b)(2)(iv)(f) shall be allocated in accordance with said Internal Revenue Code Section and/or Treasury Regulations Section 1.704-1(b)(4)(i), as the case may be, using any reasonable method permitted in Treasury Regulations Section 1.704-3 that is selected by the General Partner. Allocations made pursuant to this paragraph shall not affect the capital accounts of the Partners.

     The General Partner shall have the exclusive right and full power and authority to manage, control, conduct and operate the business of the Partnership, and may take any and all action without the consent of the Limited Partner. The General Partner shall maintain all books and records required by the Act to be maintained at the address specified above or at any other office designated by the General Partner. The General Partner shall make available at its principal office at the address specified above in the State of Tennessee such books and records of the Limited Partnership as are required pursuant to the Act. The General Partner shall have the right to designate a different registered agent and/or registered office for the Limited Partnership by complying with any requirements pursuant to the Act.

     The Limited Partnership shall indemnify and hold harmless the General Partner, and its members, managers, employees, agents and representatives and the officers, directors, employees agents and representatives of its members to the fullest extent permitted by the Act.

2

     The Partners hereby agree that all other terms of the Limited Partnership be controlled and interpreted in accordance with the Act.

     EXECUTED effective as of August 3, 1999.

	GENERAL PARTNER:
WITNESSES:	PHC-Minden G.P., Inc.,
	a Louisiana corporation
[ILLEGIBLE]	By:	/s/ Howard T. Wall
[ILLEGIBLE]	Title:	Secretary

STATE OF TENNESSEE		)
		)	SS.:
COUNTY OF	Davidson TN	)

          On this 3rd day of August, 1999, before me, the subscriber, a Notary Public duly appointed to take proof and acknowledgment of deeds and other instruments, came Howard Wall, to me personally known to be the individual described in and who signed the preceding Articles of Limited Partnership, and who duly acknowledged to me, the signing of the same, and being by me duly sworn deposeth and saith that he signed the foregoing Articles of Limited Partnership in the capacity set forth under his signature.

          IN TESTIMONY WHEREOF, I hereunto set my name and affix my official seal at 1999, Aug. 3rd, the day and year first above written.

/s/ Sharon Tolbert Notary Public

(SEAL)

3

WITNESSES:	LIMITED PARTNER:
	PHC-Louisiana, Inc.
	a Louisiana corporation
[ILLEGIBLE]	By:	/s/ Howard T. Wall
[ILLEGIBLE]	Title:	Secretary

STATE OF TENNESSEE		)
		)	SS.:
COUNTY OF	Davidson	)

          On this 3rd day of August, 1999, before me, the subscriber, a Notary Public duly appointed to take proof and acknowledgment of deeds and other instruments, came Howard Wall, to me personally known to be the individual described in and who signed the preceding Articles of Limited Partnership, and who duly acknowledged to me, the signing of the same, and being by me duly sworn deposeth and saith that he signed the foregoing Articles of Limited Partnership in the capacity set forth under his signature.

          IN TESTIMONY WHEREOF, I hereunto set my name and affix my official seal at 1999, Aug. 3, the day and year first above written.

/s/ Sharon Tolbert Notary Public

(SEAL)

4

EX-3.281

Exhibit 3.281

the attached document(s) of PHC-MORGAN CITY, UP. are true and correct and are filed in the Louisiana Secretary of State’s Office. 35131622J OEIGF 8/21/2001 6 page(s) 35161867 HESTA 10/26/2001 11 page(3) 35168B29 AMEND 11/13/2001 6 page(s) In testimony whereof, I have hereunto set my hand and caused the Seal of my Office to be affixed at the City of Baton Rouge on, March 14, 2011 Certificate ID: 10148513#WAE52 To validate this certificate, visit the following web site, go to Commercial Division, Certificate Validation, then follow the instructions displayed. www.sos.louisiana.gov

W. Fox Mckeithen
Secretary of State

LOUISIANA PARTNERSHIP REGISTRATION FORM (R.S. 9:3401)
Enclose $75.00 filing fee	Return to:	Commercial Division
Make remittance payable to		P.O. Box 94125
Secretary of State		Baton Rouge, LA 70804-9125
Do Not Send Cash		Phone (225) 925-470-4
		Web Site: www.aao.state.la.us

CHECK ONE: þ Original Filing o Amendment

Current Partnership Name: PHC-Morgan City, L.P.

Previous Partnership Name: N/A

Louisiana municipal address of principal place of business:                                        

1125 Marguerite Street, Morgan, Louisiana 70381

Effective date of contract: Month, Day, Year Telephone (                   )                    

Federal tax Identification number: Applied for

Name and municipal address of each partner: (Attach addendum if needed)

PHC-Lakewood, Inc. (general partner)

Name

105 Westwood Place, Suite 400, Brentwood, TN 37027

Address

PHC-Louisiana, Inc. (limited partner)

Name

105 Westwood Place, Suite 400, Brentwood, TN 37027

Address

Name

Address

Howard T. Wall	08/20/01
Signature. Title and Telephone of person completing form	Date

(ILLEGIBLE)

See instructions on back

ARTICLES OF LIMITED PARTNERSHIP
OF

PHC-MORGAN CITY, L.P.

     Pursuant to Section 3404 of the Louisiana Civil Code of 1870, this undersigned parties being all of the partners (the “Partners”) of PHC-Morgan City, L.P. (the “Limited Partnership”), a Louisiana limited partnership formed pursuant to the provisions of Article 2836 et. seq. of the Louisiana Civil Code of 1870, as amended and reenacted (the “Act”), hereby agree as follows:

		Percent	Capital
	Name and Address	Ownership	Contribution
General Partner:	PHC-Lakewood, Inc.	1%	$1.00
	a Louisiana corporation
	105 Westwood Place, Suite 400
	Brentwood, Tennessee 37027
Limited Partner:	PHC-Louisiana, Inc.	99%	$99.00
	a Louisiana corporation
	105 Westwood Place, Suite 400
	Brentwood, Tennessee 37027

     Each Partner made its contribution to capital in cash at the time it executed the Articles of Limited Partnership, dated August 21, 2001. Neither Partner shall be required to make any additional contribution of capital to the Limited Partnership, although the Partners may from time to time agree to make additional contributions to the Limited Partnership.

     The Limited Partnership may engage in any lawful business permitted by the Act, including without limitation, acquiring, owning, operating, selling, leasing, and otherwise dealing with hospitals and other healthcare businesses.

     The address of the registered and principal office of the Limited Partnership is 1125 Marguerite Street, Morgan, Louisiana 70381 and the name and address of the registered agent for service of process on the Limited Partnership in the State of Louisiana is National Registered Agents, Inc., 225 St. Ann Drive, Mandeville, Louisiana 70471-3219.

     The Limited Partnership shall be terminated and dissolved upon the earlier of (i) the mutual agreement of the Partners or (ii) December 31, 2050.

After payment of all obligations and other liabilities as provided in the Act, notwithstanding any provision to the contrary in this Agreement, all remaining Limited Partnership assets shall be distributed to the Partners in accordance with their positive ending capital account balances in compliance with Treasury Regulation Section 1.704-1(b)(2)(ii)(b)(2). No Partner shall have the obligation to another Partner, the Limited Partnership, or third party to restore a negative capital account balance during the existence or upon termination of the Limited Partnership.

     A capital account for each Partner shall be established, maintained and adjusted in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv), including any optional adjustments under Treasury Regulation Section 1.704-1(b)(2)(iv)(f) that the General Partner believes are necessary to reflect the economic interests of the Partners and, if applicable, the adjustments required under Treasury Regulation Section 1.704-1(b)(2)(iv)(g).

     All distributions and, after giving effect to the special allocations in the following paragraph, all allocations of income, gins, losses and credits shall be made in accordance with the Percent Ownership of each Partner. No allocation of loss or deduction will be made to a Partner that would create an impermissible capital account balance as computed under Treasury Regulations Section 1.704-1(b)(2)(ii)(d).

     This Agreement contains, and the Partners shall comply with the “qualified income offset” provision of Treasury Regulations Section 1.704-1(b)(2)(ii)(d), the minimum gain chargeback provisions and provisions relating to the special allocation of nonrecourse deductions of Treasury Regulations Section 1.704-2. The allocations contained in this paragraph shall be defined, interpreted and made in accordance with the applicable Treasury Regulations.

     Income, gain, loss and deduction as computed for income tax purposes with respect to Limited Partnership property subject to Internal Revenue Code Section 704(c) and/or Treasury Regulations Section 1.704-1(b)(2)(iv)(f) shall be allocated in accordance with said Internal Revenue Code Section and/or Treasury Regulations Section 1.704-1(b)(4)(i), as the case may be, using any reasonable method permitted in Treasury Regulations Section 1.704-3 that is selected by the General Partner. Allocations made pursuant to this paragraph shall not affect the capital accounts of the Partners.

     The General Partner shall have the exclusive right and full power and authority to manage, control, conduct and operate the business of the Partnership, and may take any and all action without the consent of the Limited Partner. The General Partner shall maintain all books and records required by the Act to be maintained at the address specified above or at any other office designated by the General Partner. The General Partner shall make available at its principal office at the address specified above in the State of Tennessee such books and records of the Limited Partnership as are required pursuant to the

2

Act. The General Partner shall have the right to designate a different registered agent and/or registered office for the Limited Partnership by complying with any requirements pursuant to the Act.

     The Limited Partnership shall indemnify and hold harmless the General Partner, and its members, managers, employees, agents and representatives and the officers, directors, employees agents and representatives of its members to the fullest extent permitted by the Act.

     The Partners hereby agree that all other terms of the Limited Partnership be controlled and interpreted in accordance with the Act.

3

EXECUTED effective as of August 21, 2001.

	GENERAL PARTNER:
WITNESSES:	PHC-Lakewood, Inc.,
	a Louisiana corporation
Faye S. Edwards	By:	/s/ Brenda B. Rector
Darla T. Cowan	Title:	Vice President & Controller

STATE OF TENNESSEE	)
	) SS.:
COUNTY OF WILLIAMSON)

          On this 21st day of August, 2001, before me, the subscriber, a Notary Public duly appointed to take proof and acknowledgment of deeds and other instruments, came Brenda B. Rector, to me personally known to be the individual described in and who signed the preceding Articles of Limited Partnership, and who duly acknowledged to me, the signing of the same, and being by me duly sworn deposeth and saith that he signed the foregoing Articles of Limited Partnership in the capacity set forth under his signature.

          IN TESTIMONY WHEREOF, I hereunto set my name and affix my official seal at Brentwood, Tennessee, the day and year first above written.

     Linda Marie Crockett Notary Public

My Commission Expires SEPT. 25, 2004

WITNESSES:	LIMITED PARTNER:
	PHC-Louisiana, Inc.
	a Louisiana corporation
Faye S. Edwards	By:	/s/ Brenda B. Rector
Darla T. Cowan	Title:	Vice President & Controller

4

STATE OF TENNESSEE	)
	) SS.:
COUNTY OF WILLIAMSON)

          On this 21st day of August, 2001, before me, the subscriber, a Notary Public duly appointed to take proof and acknowledgment of deeds and other instruments, came Brenda B. Rector, to me personally known to be the individual described in and who signed the preceding Articles of Limited Partnership, and who duly acknowledged to me, the signing of the same, and being by me duly sworn deposeth and saith that he signed the foregoing Articles of Limited Partnership in the capacity set forth under his signature.

          IN TESTIMONY WHEREOF, I hereunto set my name and affix my official seal at Brentwood, Tennessee, the day and year first above written.

     Linda Marie Crockett Notary Public

My Commission Expires SEPT. 25, 2004

5

AMENDED AND RESTATED
ARTICLES OF LIMITED PARTNERSHIP
OF

PHC-MORGAN CITY, L.P.

     Pursuant to Section 3404 of the Louisiana Civil Code of 1870, the undersigned parties being all of the partners (the “Partners”) of PHC-Morgan City, L.P. (the “Limited Partnership”), a Louisiana limited partnership formed pursuant to the provisions of Article 2836 et. seq. of the Louisiana Civil Code of 1870, as amended and reenacted (the “Act”), hereby amend and restate the Articles of Limited Partnership of the Limited Partnership and agree as follows:

		Percent	Capital
	Name and Address	Ownership	Contribution
General Partner:	PHC-Lakewood, Inc.	1%	$1.00
	a Louisiana corporation
	105 Westwood Place, Suite 400
	Brentwood, Tennessee 37027
Limited Partner:	PHC-Morgan Lake, Inc.	99%	$99.00
	a Louisiana corporation
	105 Westwood Place, Suite 400
	Brentwood, Tennessee 37027

     The General Partner made its contribution to capital in cash at the time it executed the Articles of Limited Partnership, dated August 21, 2001. The Limited Partner made its contribution to capital in cash at the time it executed the Amended and Restated Articles of Limited Partnership, dated October 24, 2001. Neither Partner shall be required to make any additional contribution of capital to the Limited Partnership, although the Partners may from time to time agree to make additional contributions to the Limited Partnership.

     The Limited Partnership may engage in any lawful business permitted by the Act, including without limitation, acquiring, owning, operating, selling, leasing, and otherwise dealing with hospitals and other healthcare businesses.

     The address of the registered and principal office of the Limited Partnership is 1125 Marguerite Street, Morgan City, Louisiana 70381, and the name and address of the registered agent for service of process on the Limited Partnership in the State of Louisiana is National Registered Agents, Inc., 225 St. Ann Drive, Mandeville,

Louisiana 70471-3219.

     The Limited Partnership shall be terminated and dissolved upon the earlier of (i) the mutual agreement of the Partners or (ii) December 31, 2050. After payment of all obligations and other liabilities as provided in the Act, notwithstanding any provision to the contrary in this Agreement, all remaining Limited Partnership assets shall be distributed to the Partners in accordance with their positive ending capital account balances in compliance with Treasury Regulation Section 1.704-1(b)(2)(ii)(b)(2). No Partner shall have the obligation to another Partner, the Limited Partnership, or third party to restore a negative capital account balance during the existence or upon termination of the Limited Partnership.

     A capital account for each Partner shall be established, maintained and adjusted in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv), including any optional adjustments under Treasury Regulation Section 1.704-1(b)(2)(iv)(f) that the General Partner believes are necessary to reflect the economic interests of the Partners and, if applicable, the adjustments required under Treasury Regulation Section 1.704-1(b)(2)(iv)(g).

     All distributions and, after giving effect to the special allocations in the following paragraph, all allocations of income, gains, losses and credits shall be made in accordance with the Percent Ownership of each Partner. No allocation of loss or deduction will be made to a Partner that would create an impermissible capital account balance as computed under Treasury Regulations Section 1.704-1(b)(2)(ii)(d).

     This Agreement contains, and the Partners shall comply with the “qualified income offset” provision of Treasury Regulations Section 1.704-1(b)(2)(ii)(d), the minimum gain chargeback provisions and provisions relating to the special allocation of nonrecourse deductions of Treasury Regulations Section 1.704-2. The allocations contained in this paragraph shall be defined, interpreted and made in accordance with the applicable Treasury Regulations.

     Income, gain, loss and deduction as computed for income tax purposes with respect to Limited Partnership property subject to Internal Revenue Code Section 704(c) and/or Treasury Regulations Section 1.704-1(b)(2)(iv)(f) shall be allocated in accordance with said Internal Revenue Code Section and/or Treasury Regulations Section 1.704-1(b)(4)(i), as the case may be, using any reasonable method permitted in Treasury Regulations Section 1.704-3 that is selected by the General Partner. Allocations made pursuant to this paragraph shall not affect the capital accounts of the Partners.

     The General Partner shall have the exclusive right and full power and authority to manage, control, conduct and operate the business of the Partnership, and may take any and all action without the consent of the Limited Partner. The General Partner shall maintain all books and records required by the Act to be

2

maintained at the address specified above or at any other office designated by the General Partner. The General Partner shall make available at its principal office at the address specified above in the State of Tennessee such books and records of the Limited Partnership as are required pursuant to the Act. The General Partner shall have the right to designate a different registered agent and/or registered office for the Limited Partnership by complying with any requirements pursuant to the Act.

     The Limited Partnership shall indemnify and hold harmless the General Partner, and its members, managers, employees, agents and representatives and the officers, directors, employees agents and representatives of its members to the fullest extent permitted by the Act.

     The Partners hereby agree that all other terms of the Limited Partnership be controlled and interpreted in accordance with the Act.

3

     EXECUTED effective as of October 24, 2001.

	GENERAL PARTNER:
WITNESSES:	PHC-Lakewood, Inc.,
	a Louisiana corporation
Faye S. Edwards	By:	/s/ Howard T. Wall
Darla T. Cowan	Title:	V.P. and Secretary

STATE OF TENNESSEE	)
	) SS.:
COUNTY OF WILLIAMSON)

          On this 24 day of October, 2001, before me, the subscriber, a Notary Public duly appointed to take proof and acknowledgment of deeds and other instruments, came Howard T. Wall, to be the individual described in and who signed the preceding Articles of Limited Partnership, and who duly acknowledged to me, the signing of the same, and being by me duly sworn deposeth and saith that he signed the foregoing Articles of Limited Partnership in the capacity set forth under his signature.

          IN TESTIMONY WHEREOF, I hereunto set my name and affix my official seal at Brentwood, Tennessee, the day and year first above written.

     Linda Marie Crockett Notary Public

My Commission Expires SEPT. 25, 2004

4

WITNESSES:	LIMITED PARTNER:
	PHC-Morgan Lake, Inc.
	a Louisiana corporation
Faye S. Edwards	By:	/s/ Howard T. Wall
Darla T. Cowan	Title:	V.P. and Secretary

STATE OF TENNESSEE	)
	) SS.:
COUNTY OF WILLIAMSON	)

          On this 24 day of October, 2001, before me, the subscriber, a Notary Public duly appointed to take proof and acknowledgment of deeds and other instruments, came Howard T. Wall, to me personally known to be the individual described in and who signed the preceding Articles of Limited Partnership, and who duly acknowledged to me, the signing of the same, and being by me duly sworn deposeth and saith that he signed the foregoing Articles of Limited Partnership in the capacity set forth under his signature.

          IN TESTIMONY WHEREOF, I hereunto set my name and affix my official seal at Brentwood, Tennessee, the day and year first above written.

     Linda Marie Crockett Notary Public

My Commission Expires SEPT. 25, 2004

           (SEAL)

5

PHC-MORGAN LAKE, INC.

Consent Action Taken by the Board of Directors

October 19, 2001

          Pursuant to Sections 12:52 and 12:81 of the Louisiana Business Corporation Law, the following action is taken by consent on behalf of PHC-Morgan Lake, Inc. (the “Corporation”) by the undersigned, constituting all of the directors of the Corporation:

          1. The charter of the Corporation was filed with the Secretary of State of Louisiana on October 19, 2001.

          2. The bylaws inserted in the minute book following these minutes are adopted as the bylaws of the Corporation.

          3. The specimen form of stock certificate inserted in the minute book following these minutes of consent action and initialed by the incorporator is adopted as the certificate representing the shares of common stock of the Corporation.

          4. The Directors of the Corporation, pursuant to Section 12:52 of the Louisiana Business Corporation Law, wishes to offer shares of the Corporation’s common stock for sale. To carry out such wishes, up to 1,000 shares are hereby offered for sale, for consideration of $.01 per share or a total consideration not in excess of $10.00.

          5. The application for an employer identification number on United States Treasury Department/Internal Revenue Service Form SS-4 in the form inserted in the minute book following these minutes of consent action is approved.

          6. The persons named below are elected to the offices set opposite their names until their successors shall have been elected and shall qualify:

Name	Office
Martin S. Rash	President
John M. Rutledge	Vice President
Brenda B. Rector	Vice President & Controller
Howard T. Wall	Vice President & Secretary
Christopher T. Hannon	Vice President & Assistant Treasurer
Kent H. Wallace	Vice President
James T. Anderson	Vice President

1

     7. The President and Secretary are authorized and directed to execute and deliver to Province Healthcare Company one or more certificates representing an aggregate of 1,000 shares of the Corporation’s common stock, having $.01 par value per share.

     8. The Corporation’s fiscal year shall be the calendar year.

     9. The attached resignation of the incorporator is accepted.

     These actions are taken on and are effective as of the date first above written by consent of the undersigned directors.

/s/ Martin S. Rash

Martin S. Rash

/s/ Howard T. Wall, III

Howard T. Wall, III

2

PHC-MORGAN LAKE, INC.

Consent Action of the Shareholder
October 19, 2001

     Pursuant to Section 12:76 of the Louisiana Business Corporation Law, Province Healthcare Company, constituting the sole shareholder of PHC-Morgan Lake, Inc., hereby ratifies and approves the bylaws as adopted by the incorporator and ratifies and approves all other actions taken by the board of directors as witnessed by the Consent Action of the Board of Directors effective October 19, 2001.

PROVINCE HEALTHCARE COMPANY
By:	/s/ Howard T. Wall

1

AGREEMENT OF WITHDRAWAL

     This Agreement of Withdrawal (“Agreement”), effective as of this 24^th day of October, 2001, by and among PHC-LAKEWOOD, INC., a Louisiana corporation (“Lakewood”), PHC-LOUISIANA, INC., a Louisiana corporation (“Louisiana”) and PHC-MORGAN LAKE, INC., a Louisiana corporation (“Morgan Lake”) (each a “Party” and collectively, the “Parties”) is made with reference to the following facts:

     WHEREAS, Lakewood and Louisiana entered into Articles of Limited Partnership of PHC-Morgan City, L.P. (the “Articles”), dated August 21, 2001, which contemplated that Lakewood would serve as general partner of PHC-Morgan City, L.P., a Louisiana limited partnership (the “Partnership”) and Louisiana would serve as limited partner the Partnership;

     WHEREAS, as of the date of this Agreement, Lakewood owns a 1% ownership interest in the Partnership as general partner and Louisiana owns a 99% ownership interest in the Partnership as limited partner (the “Interest”);

     WHEREAS, the Parties have agreed that Louisiana will assign the Interest to Morgan Lake and withdraw as the limited partner of the Partnership;

     WHEREAS, the Parties have agreed that the Articles shall be amended to reflect that Morgan Lake owns the Interest;

     NOW, THEREFORE, in consideration of the mutual covenants and for other good and valuable consideration, the Parties hereby agree as follows:

     1. Assignment of Membership Interest. The Parties agree to and acknowledge that Louisiana hereby assigns its full Interest, including all governance and financial rights, to Morgan Lake. This Agreement shall constitute the consent of Lakewood, to the assignment of the Interest.

     2. Acceptance of Assignment. Morgan Lake hereby accepts such assignment of the Interest and agrees to become a limited partner of the Partnership. As consideration for the assignment of the Interest, Morgan Lake shall pay to Louisiana $99, the amount of Louisiana’s original capital contribution to the Partnership, in exchange for the Interest.

     3. Amended and Restated Articles of Limited Partnership. The parties agree that the Articles shall be amended and restated to provide that Morgan Lake is substituted as a limited partner of the Partnership in place of Louisiana, that all references to partners shall be deemed to refer to Lakewood and Morgan Lake and that the Amended and Restated Articles of Limited Partnership shall become effective on their filing date.

     4. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute but one and the same instrument.

     5. Defined Terms. Capitalized terms used in this Agreement shall have the same meanings as in the Articles unless defined herein.

2

     IN WITNESS WHEREOF, the parties have caused this Agreement of Withdrawal to be executed and delivered as of the day and year first above written.

PHC-LAKEWOOD, INC.
By:	/s/ Howard T. Wall
Title:	V.P. and Secretary
PHC-LOUISIANA, INC.
By:	/s/ Howard T. Wall
Title:	V.P. and Secretary
PHC-MORGAN LAKE, INC.
By:	/s/ Howard T. Wall
Title:	V.P. and Secretary

3

CERTIFICATE OF CORRECTION
OF
AMENDED AND RESTATED ARTICLES OF LIMITED PARTNERSHIP
OF
PHC-MORGAN CITY, L.P.

The undersigned hereby certifies:

1. The name of the limited partnership is PHC-Morgan City, L.P.

2. The limited partnership was formed in the State of Louisiana on August 20, 2001.

3. The Amended and Restated Articles of Limited Partnership of PHC-Morgan City, L.P. which were filed in the Office of the Secretary of State on October 26, 2001 require correction as permitted by the Louisiana Revised Statutes, in that additional documents that were not a part of the Amended and Restated Articles were attached to the Amended and Restated Articles.

4. The document in corrected form is attached hereto as Exhibit A.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Correction this 9^th day of November, 2001.

	GENERAL PARTNER:
	PHC-Lakewood, Inc.,
WITNESSES:	A Louisiana Corporation
Darla T. Cowan	By:	/s/ Howard T. Wall, III
		Howard T. Wall, III
Rhonda Davis		Secretary and Vice President

STATE OF TENNESSEE
COUNTY OF WILLIAMSON

     On this 9^th day of November, 2001, before me, the subscriber, a Notary Public duly appointed to take proof and acknowledgement of deeds and other instruments came Howard T. Wall, III, to me personally known to be the individual described in and who signed the preceding Certificate of Correction, and who duly acknowledged to me, the signing of the same, and being by me duly sworn deposeth and saith that he signed the foregoing Certificate of Correction in the capacity setforth under his signature.

     IN TESTIMONY, I hereunto set my name and affix my official seal at Brentwood, Tennessee, the day and year first above written.

/s/ Linda Marie Crockett Notary Public

My Commission Expires SEPT. 25, 2004

FOR MCKEITHEN
Secretary of State
Received & Filed
DATE OCT 26 2001

EXHIBIT A

AMENDED AND RESTATED
ARTICLES OF LIMITED PARTNERSHIP
OF

PHC-MORGAN CITY, L.P.

     Pursuant to Section 3404 of the Louisiana Civil Code of 1870, the undersigned parties being all of the partners (the “Partners”) of PHC-Morgan City, L.P. (the “Limited Partnership”), a Louisiana limited partnership formed pursuant to the provisions of Article 2836 et. seq. of the Louisiana Civil Code of 1870, as amended and reenacted (the “Act”), hereby amend and restate the Articles of Limited Partnership of the Limited Partnership and agree as follows:

		Percent	Capital
	Name and Address	Ownership	Contribution
General Partner:	PHC-Lakewood, Inc.	1%	$1.00
	a Louisiana corporation
	105 Westwood Place, Suite 400
	Brentwood, Tennessee 37027
Limited Partner:	PHC-Morgan Lake, Inc.	99%	$99.00
	a Louisiana corporation
	105 Westwood Place, Suite 400
	Brentwood, Tennessee 37027

     The General Partner made its contribution to capital in cash at the time it executed the Articles of Limited Partnership, dated August 21, 2001. The Limited Partner made its contribution to capital in cash at the time it executed the Amended and Restated Articles of Limited Partnership, dated October 24, 2001. Neither Partner shall be required to make, any additional contribution of capital to the Limited Partnership, although the Partners may from time to time agree to make additional contributions to the Limited Partnership.

     The Limited Partnership may engage in any lawful business permitted by the Act, including without limitation, acquiring, owning, operating, selling, leasing, and otherwise dealing with hospitals and other healthcare businesses.

     The address of the registered and principal office of the Limited Partnership is 1125 Marguerite Street, Morgan City, Louisiana 70381, and the name and address of the registered agent for service of process on the Limited Partnership in the State of Louisiana is National Registered Agents, Inc., 225 St. Ann Drive, Mandeville,

Louisiana 70471-3219.

     The Limited Partnership shall be terminated and dissolved upon the earlier of (i) the mutual agreement of the Partners or (ii) December 31, 2050. After payment of all obligations and other liabilities as provided in the Act, notwithstanding any provision to the contrary in this Agreement, all remaining Limited Partnership assets shall be distributed to the Partners in accordance with their positive ending capital account balances in compliance with Treasury Regulation Section 1.704-1(b)(2)(ii)(b)(2). No Partner shall have the obligation to another Partner, the Limited Partnership, or third party to restore a negative capital account balance during the existence or upon termination of the Limited Partnership.

     A capital account for each Partner shall be established, maintained and adjusted in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv), including any optional adjustments under Treasury Regulation Section 1.704-1(b)(2)(iv)(f) that the General Partner believes are necessary to reflect the economic interests of the Partners and, if applicable, the adjustments required under Treasury Regulation Section 1.704-1(b)(2)(iv)(g).

     All distributions and, after giving effect to the special allocations in the following paragraph, all allocations of income, gains, losses and credits shall be made in accordance with the Percent Ownership of each Partner. No allocation of loss or deduction will be made to a Partner that would create an impermissible capital account balance as computed under Treasury Regulations Section 1.704-1(b)(2)(ii)(d).

     This Agreement contains, and the Partners shall comply with the “qualified income offset” provision of Treasury Regulations Section 1.704-1(b)(2)(ii)(d), the minimum gain chargeback provisions and provisions relating to the special allocation of nonrecourse deductions of Treasury Regulations Section 1.704-2. The allocations contained in this paragraph shall be defined, interpreted and made in accordance with the applicable Treasury Regulations.

     Income, gain, loss and deduction as computed for income tax purposes with respect to Limited Partnership property subject to Internal Revenue Code Section 704(c) and/or Treasury Regulations Section 1.704-1(b)(2)(iv)(f) shall be allocated in accordance with said Internal Revenue Code Section and/or Treasury Regulations Section 1.704-1(b)(4)(i), as the case may be, using any reasonable method permitted in Treasury Regulations Section 1.704-3 that is selected by the General Partner. Allocations made pursuant to this paragraph shall not affect the capital accounts of the Partners.

     The General Partner shall have the exclusive right and full power and authority to manage, control, conduct and operate the business of the Partnership, and may take any and all action without the consent of the Limited Partner. The General Partner shall maintain all books and records required by the Act to be

2

maintained at the address specified above or at any other office designated by the General Partner. The General Partner shall make available at its principal office at the address specified above in the State of Tennessee such books and records of the Limited Partnership as are required pursuant to the Act. The General Partner shall have the right to designate a different registered agent and/or registered office for the Limited Partnership by complying with any requirements pursuant to the Act.

     The Limited Partnership shall indemnify and hold harmless the General Partner, and its members, managers, employees, agents and representatives and the officers, directors, employees agents and representatives of its members to the fullest extent permitted by the Act.

     The Partners hereby agree that all other terms of the Limited Partnership be controlled and interpreted in accordance with the Act.

3

     EXECUTED effective as of October 24, 2001.

	GENERAL PARTNER:
WITNESSES:	PHC-Lakewood, Inc.,
	a Louisiana corporation
Faye S. Edwards	By:	/s/ Howard T. Wall
Darla S. Cowan	Title:	V.P. and Secretary

STATE OF TENNESSEE	)
	) SS.:
COUNTY OF WILLIAMSON)

          On this 24 day of October, 2001, before me, the subscriber, a Notary Public duly appointed to take proof and acknowledgment of deeds and other instruments, came Howard T. Wall, to me personally known to be the individual described in and who signed the preceding Articles of Limited Partnership, and who duly acknowledged to me, the signing of the same, and being by me duly sworn deposeth and saith that he signed the foregoing Articles of Limited Partnership in the capacity set forth under his signature.

          IN TESTIMONY WHEREOF, I hereunto set my name and affix my official seal at Brentwood, Tennessee, the day and year first above written.

     Linda Marie Crockett Notary Public

(SEAL) My Commission Expires SEPT. 25, 2004

4

WITNESSES:	LIMITED PARTNER:
	PHC-Morgan Lake, Inc.
	a Louisiana corporation
Faye S. Edwards	By:	/s/ Howard T. Wall
Darla T. Cowan	Title:	V.P. and Secretary

STATE OF TENNESSEE	)
	) SS.:
COUNTY OF WILLIAMSON	)

          On this 24 day of October, 2001, before me, the subscriber, a Notary Public duly appointed to take proof and acknowledgment of deeds and other instruments, came Howard T. Wall, to me personally known to be the individual described in and who signed the preceding Articles of Limited Partnership, and who duly acknowledged to me, the signing of the same, and being by me duly sworn deposeth and saith that he signed the foregoing Articles of Limited Partnership in the capacity set forth under his signature.

          IN TESTIMONY WHEREOF, I hereunto set my name and affix my official seal at Brentwood, Tennessee, the day and year first above written.

     Linda Marie Crockett Notary Public

(SEAL) My Commission Expires SEPT. 25, 2004

5

EX-3.282

Exhibit 3.282

EXHIBIT A

AMENDED AND RESTATED
ARTICLES OF LIMITED PARTNERSHIP
OF

PHC-MORGAN CITY, L.P.

     Pursuant to Section 3404 of the Louisiana Civil Code of 1870, the undersigned parties being all of the partners (the “Partners”) of PHC-Morgan City, L.P. (the “Limited Partnership”), a Louisiana limited partnership formed pursuant to the provisions of Article 2836 et. seq. of the Louisiana Civil Code of 1870, as amended and reenacted (the “Act”), hereby amend and restate the Articles of Limited Partnership of the Limited Partnership and agree as follows:

		Percent	Capital
	Name and Address	Ownership	Contribution
General Partner:	PHC-Lakewood, Inc.	1%	$1.00
	a Louisiana corporation
	105 Westwood Place, Suite 400
	Brentwood, Tennessee 37027
Limited Partner:	PHC-Morgan Lake, Inc.	99%	$99.00
	a Louisiana corporation
	105 Westwood Place, Suite 400
	Brentwood, Tennessee 37027

     The General Partner made its contribution to capital in cash at the time it executed the Articles of Limited Partnership, dated August 21, 2001. The Limited Partner made its contribution to capital in cash at the time it executed the Amended and Restated Articles of Limited Partnership, dated October 24, 2001. Neither Partner shall be required to make any additional contribution of capital to the Limited Partnership, although the Partners may from time to time agree to make additional contributions to the Limited Partnership.

     The Limited Partnership may engage in any lawful business permitted by the Act, including without limitation, acquiring, owning, operating, selling, leasing, and otherwise dealing with hospitals and other healthcare businesses.

     The address of the registered and principal office of the Limited Partnership is 1125 Marguerite Street, Morgan City, Louisiana 70381, and the name and address of the registered agent for service of process on the Limited Partnership in the State of Louisiana is National Registered Agents, Inc., 225 St. Ann Drive, Mandeville,

Louisiana 70471-3219.

     The Limited Partnership shall be terminated and dissolved upon the earlier of (i) the mutual agreement of the Partners or (ii) December 31, 2050. After payment of all obligations and other liabilities as provided in the Act, notwithstanding any provision to the contrary in this Agreement, all remaining Limited Partnership assets shall be distributed to the Partners in accordance with their positive ending capital account balances in compliance with Treasury Regulation Section 1.704-l(b)(2)(ii)(b)(2). No Partner shall have the obligation to another Partner, the Limited Partnership, or third party to restore a negative capital account balance during the existence or upon termination of the Limited Partnership.

     A capital account for each Partner shall be established, maintained and adjusted in accordance with Treasury Regulation Section 1.704-l(b)(2)(iv), including any optional adjustments under Treasury Regulation Section 1.704-l(b)(2)(iv)(f) that the General Partner believes are necessary to reflect the economic interests of the Partners and, if applicable, the adjustments required under Treasury Regulation Section 1.704-l(b)(2)(iv)(g).

     All distributions and, after giving effect to the special allocations in the following paragraph, all allocations of income, gains, losses and credits shall be made in accordance with the Percent Ownership of each Partner. No allocation of loss or deduction will be made to a Partner that would create an impermissible capital account balance as computed under Treasury Regulations Section 1.704-l(b)(2)(ii)(d).

     This Agreement contains, and the Partners shall comply with the “qualified income offset” provision of Treasury Regulations Section 1.704-l(b)(2)(ii)(d), the minimum gain chargeback provisions and provisions relating to the special allocation of nonrecourse deductions of Treasury Regulations Section 1.704-2. The allocations contained in this paragraph shall be defined, interpreted and made in accordance with the applicable Treasury Regulations.

     Income, gain, loss and deduction as computed for income tax purposes with respect to Limited Partnership property subject to Internal Revenue Code Section 704(c) and/or Treasury Regulations Section 1.704-l(b)(2)(iv)(f) shall be allocated in accordance with said Internal Revenue Code Section and/or Treasury Regulations Section 1.704-l(b)(4)(i), as the case may be, using any reasonable method permitted in Treasury Regulations Section 1.704-3 that is selected by the General Partner. Allocations made pursuant to this paragraph shall not affect the capital accounts of the Partners.

     The General Partner shall have the exclusive right and full power and authority to manage, control, conduct and operate the business of the Partnership, and may take any and all action without the consent of the Limited Partner. The General Partner shall maintain all books and records required by the Act to be

2

maintained at the address specified above or at any other office designated by the General Partner. The General Partner shall make available at its principal office at the address specified above in the State of Tennessee such books and records of the Limited Partnership as are required pursuant to the Act. The General Partner shall have the right to designate a different registered agent and/or registered office for the Limited Partnership by complying with any requirements pursuant to the Act.

     The Limited Partnership shall indemnify and hold harmless the General Partner, and its members, managers, employees, agents and representatives and the officers, directors, employees agents and representatives of its members to the fullest extent permitted by the Act.

     The Partners hereby agree that all other terms of the Limited Partnership be controlled and interpreted in accordance with the Act.

3

     EXECUTED effective as of October 24, 2001.

	GENERAL PARTNER:
WITNESSES:	PHC-Lakewood, Inc.,
	a Louisiana corporation
Faye S. Edwards	By:	/s/ Howard T. Wall
Darla T. Cowan	Title:	V.P. and Secretary

STATE OF TENNESSEE	)
	) SS.:
COUNTY OF WILLIAMSON	)

          On this 24 day of October, 2001, before me, the subscriber, a Notary Public duly appointed to take proof and acknowledgment of deeds and other instruments, came Howard T. Wall to me personally known to be the individual described in and who signed the preceding Articles of Limited Partnership, and who duly acknowledged to me, the signing of the same, and being by me duly sworn deposeth and saith that he signed the foregoing Articles of Limited Partnership in the capacity set forth under his signature.

          IN TESTIMONY WHEREOF, I hereunto set my name and affix my official seal at Brentwood, Tennessee, the day and year first above written.

     Linda Marie Crockett Notary Public

(SEAL) My Commission Expires SEPT. 25, 2004

4

WITNESSES:	LIMITED PARTNER:
	PHC-Morgan Lake, Inc.
	a Louisiana corporation
Faye S. Edwards	By:	/s/ Howard T. Wall
Darla T. Cowan	Title:	V.P. and Secretary

STATE OF TENNESSEE	)
	) SS.:
COUNTY OF WILLIAMSON	)

          On this 24 day of October, 2001, before me, the subscriber, a Notary Public duly appointed to take proof and acknowledgment of deeds and other instruments, came Howard T. Wall, to me personally known to be the individual described in and who signed the preceding Articles of Limited Partnership, and who duly acknowledged to me, the signing of the same, and being by me duly sworn deposeth and saith that he signed the foregoing Articles of Limited Partnership in the capacity set forth under his signature.

          IN TESTIMONY WHEREOF, I hereunto set my name and affix my official seal at Brentwood, Tennessee, the day and year first above written.

     Linda Marie Crockett Notary Public

(SEAL) My Commission Expires SEPT. 25, 2004

5

EX-3.283

Exhibit 3.283

W. Fox McKeithen	ARTICLES OF INCORPORATION
Secretary of State	(R.S. 12:24)
	Domestic Business Corporation	Return to:	Commercial Division
	Enclose $60.00 filing fee		P.O. Box 94125
	Make remittance payable to		Baton Rouge, LA 70804-9125
	Secretary of State		Phone (225) 925-4704
	Do not send cash		Web Site: www.sec.state.la.us

STATE OF Tennessee

PARISH/COUNTY OF Davidson

1. The name of this corporation is PHC-Morgan Lake, Inc.

2. This corporation is formed for the purpose of: (check one)

þ	Engaging in any lawful activity for which corporations may be formed.
o
	(use for limiting corporate activity)

3. The duration of this corporation is: (may be perpetual) perpetual

4. The aggregate number of shares which the corporation shall have authority to issue is: one thousand (1,000)

5. The shares shall consist of one class only and the par value of each share is $.01 (shares may be without par value) per share.

6. The full name and post office address of each incorporator is:

W. Kenneth Marlow, 511 Union St.,
Suite 2100, Nashville, TN 37219

7. Other provisions:

8. The corporation’s federal tax identification number is: Applied for

Incorporator(s) Signature:

/s/ W. Kenneth Marlow

Sworn to and subscribed before me, the undersigned Notary Public, on this date: October 18, 2001

/s/ Paige T. Boston Notary

My commissions, requires,: April 20, 2003

(See Instructions on back)

399 Rev. 4/99
LA001. 12/16/99 CT System Online

W. Fox McKeithen	DOMESTIC BUSINESS CORPORATION INITIAL REPORT
Secretary of State	(R.S. 12:25 AND 12:101)

1. The name of this corporation is: PHC-Morgan Lake, Inc.

2. The location and municipal address (not a P.O. Box only) of this corporation’s registered office:

225 St. Ann Drive Mandeville, LA 70471-3219

3. The full name and municipal address (not a P.O. Box only) of each of this corporation’s registered agent(s) is/are:

National Registered Agents, Inc.
225 St. Ann Drive, Mandeville, LA 70471-3219

4. The names and municipal address (not a P.O. Box only) of the first directors are:

Martin S. Rash 105 Westwood Boulevard, Suite 400, Brentwood, TN 37027

Howard T. Wall, III 105 Westwood Boulevard, Suite 400, Brentwood, TN 37027

Incorporator(s) signature(s)

/s/ W. Kenneth Marlow

AGENT’S AFFIDAVIT AND ACKNOWLEDGEMENT OF ACCEPTANCE

I hereby acknowledge and accept the appointment of registered agent for and on behalf of the above named corporation.

Registered agent(s) signature(s):

See Attached

Sworn to and subscribed before me, the undersigned Notary Public, on this date:                     

See Attached Notary

(See instructions on back)

341 Rev. 1/01
LA004 - 04/24/01 CT System Online

(DOMESTIC/FOREIGN)

AFFIDAVIT OF ACCEPTANCE OF APPOINTMENT
BY DESIGNATED REGISTERED AGENT
ACT 769 OF 1987

To the State Corporation Department
State of Louisiana

STATE OF GEORGIA

COUNTY OF GURNNETT

On this 18^th day of October, 2001, before me, a Notary Public in and for the State and Parish aforesaid, personally came and appeared Kathy L. Slayman, who is to me known to be the person, and who, being duly sworn, acknowledged to me that he does hereby accept appointment as the Registered Agent of PHC-Morgan Lake, Inc., which is a Corporation authorized to transact business in the State of Louisiana pursuant to the provisions of the Title 12, Chapter 1, 2 and 3.

National Registered Agents, Inc.

/s/ Kathy L. Slayman REGISTERED AGENT

Kathy L. Slayman, Assistant Secretary

Subscribed and sworn to before
me on the day, month, and year
first above set forth

/s/ Gwendolyn S. Andrews NOTARY PUBLIC

Notary Public, Clayton County, Georgia

My Commission Expires Aug. 17, 2002

NOTE: If the Agent is a Corporation authorized to act as an agent then the affidavit must be executed by an officer of the corporation.

[ILLEGIBLE]

NOTICE OF NEW ADDRESS OF REGISTERED
AGENT FOR SERVICE OF PROCESS

TO: The Secretary of State for the State of Louisiana

     Notice is hereby given pursuant to La. R. S. Title 12:04, Title 12:38, Title 12:1308 and Title 12:1350 of the new address of National Registered Agents, Inc.’s Office in the State of Louisiana where process may be served for business entities represented by National Registered Agents, Inc., as shown of the records of the Secretary of State; and under Title 9:3424 for foreign partnerships.

     The Agent for Service of Process, National Registered Agents, Inc., was formerly located at 225 St. Ann Drive, Mandeville, Louisiana, 70471-3219.

     The new address for the subject Agent for Service of Process, National Registered Agents, Inc. is 1280 Clausel Street, Mandeville, Louisiana 70448.

Notice is also given pursuant to La. R. S. Title 12:308 that the registered office for each business entity shown on the records of the Secretary of State to be represented by National Registered Agents, Inc. and designating 225 St. Ann Drive, Mandeville, Louisiana, 70471-3219 is changed to 1280 Clausel Street, Mandeville, Louisiana 70448.

     All such business entities may now be served at the new address of the Agent for Service of Process as set forth as of September 1, 2003.

I, Dennis E. Howarth, President of the aforesaid corporation, hereby declare the contents of this Notice true to the best of my knowledge and belief, as of this 25^th day of August, 2003

National Registered Agents, Inc.
By:	/s/ Dennis E. Howarth
	Dennis E. Howarth, President

W. Fox McKeithen Secretary of State	NOTICE OF CHANGE OF REGISTERED OFFICE AND/OR CHANGE OF REGISTERED AGENT (R.S. 12:104 & 12:236)
	Enclose $25 filing fee Domestic Corporation (Business or Non Profit) Make remittance payable to Secretary of State Do Not Send Cash	Return to:	Commercial Division P.O. Box 94125 Baton Rouge, LA 70804-9125 Phone (225) 925-4704 Web Site: www.sos.louisiana.gov

Corporation Name: PHC-Morgan Lake, Inc.

CHANGE OF LOCATION OF REGISTERED OFFICE

Notice is hereby given that the Board of Directors of the above named corporation has authorized a change in the location of the corporation’s registered office. The new registered office is located at:                                                                                                                                         

  To be signed by an officer or a director   Date

CHANGE OF REGISTERED AGENT(S)

Notice is hereby given that the Board of Directors of the above named corporation has authorized the change of the corporation’s registered agent(s). The name(s) and address(es) of the new registered agent(s) is/are as follows: C T Corporation System, 8550 United Plaza Boulevard, Baton Rouge, Louisiana 70809

/s/ William F. Carpentar III   President, Vice President or Secretary 01/05/05   Date

AGENT’S ACCEPTANCE AND ACKNOWLEDGEMENT OF APPOINTMENT

I hereby acknowledge and accept the appointment of registered agent(s) for and on behalf of the above named corporation.

/s/ Mary R. Adams CT Corporation System

                    MARY R. ADAMS By:              ASSISTANT SECRETARY

Sworn to and subscribed before me, the undersigned Notary Public, on this date: 7/12/05

NOTARY NAME MUST BE TYPED OR PRINTED WITH NOTARY #

/s/ [ILLEGIBLE]   Notary Signature

[ILLEGIBLE]

(See instructions on back)

NOTICE OF NEW ADDRESS OF REGISTERED
AGENT FOR SERVICE OF PROCESS

     Notice is hereby given pursuant to Louisiana R.S. Title 12:104; 308; 236;1308; 1350 and 9:3432; 9:3422; 9:3401 of the new address of C T Corporation System in the State of Louisiana where process may be served for the domestic and foreign profit corporations, non profit corporations, limited liability companies and limited partnerships represented by C T Corporation System as shown on the records of the Secretary of State.

     The agent for service of process, C T Corporation System, was formerly located at: 8550 United Plaza Blvd., Baton Rouge, Louisiana 70809. The new address for the said agent for service of process is: 5615 Corporate Blvd, Suite 400B, Baton Rouge, Louisiana 70808.

     Please record the change of registered address for the entities shown on the record of the Secretary of State as being represented by C T Corporation System, as the registered agent. The list of entities is attached to this notice. These entities may now be served at the new address of the agent for service of process as set forth above as of the date of this document is received and filed with the Secretary of State of Louisiana.

     I, Kenneth Uva, Vice President of C T Corporation System, hereby declare the contents of this Notice true to the best of my knowledge and belief as of this 28^th day of January, 2008.

C T CORPORATION SYSTEM

/s/ Kenneth Uva Kenneth Uva, Vice President

Sworn to and subscribed before me, the undersigned Notary Public on this date: January 28, 2008.

/s/ Laurel Jean Wellington Notary Public

LAUREL JEAN WELLINGTON
Notary Public, State of New York
No 01WE6035039
Qualified in Kings County
Certificate Filed in New York County
Commission Expires Dec. 20, 2009

JAY DARDENNE
SECRETARY OF STATE State of Louisiana
Secretary of State
COMMERCIAL DIVISION

Uniform Commercial Code
225.925.4704
Fax
225-922-0452

Administrative Services
225.925.4704
Fax
225-925-4726

Corporations
225.925.4704
Fax
225-922-0435

This letter serves as certification that on or about January 29, 2008, our office created a list of the companies for which C T Corporation System serves as registered agent. As per the instructions on the previous page, referred to as Amendment 36015549, we have taken appropriate action to change this registered agent address for all of the clients of C T Corporation System.

Sincerely,

/s/ Carla Bonaventure Carla Bonaventure

Commercial Division Administrator

JAY DARDENNE Secretary of State	DOMESTIC CORPORATION ANNUAL REPORT For Period Ending 10/19/2010
Mailing Address Only (INDICATE CHANGES TO THIS ADDRESS IN THIS BOX)     35158414 D     PHC-MORGAN LAKE, INC.     103 POWELL COURT, STE. 200     BRENTWOOD, TN 37027		(INDICATE CHANGES TO THIS ADDRESS IN THIS BOX) Registered Office Address in Louisiana         (Do not use P.O. Box)     C/O C T CORPORATION SYSTEM     8550 UNITED PLAZA BLVD.     BATON ROUGE, LA 70809
		Federal Tax ID Number             62-1870304

Our records indicate the following registered agents for the corporation. Indicate any changes or deletions below. All agents must have a Louisiana address. Do not use a P. O. Box.

A NEW REGISTERED AGENT REQUIRES A NOTARIZED SIGNATURE.

          C T CORPORATION SYSTEM
                    5615 CORPORATE BLVD., STE. 400B BATON ROUGE, LA 70808

I hereby accept the appointment of registered agent(s).	Sworn to and subscribed before me on
	NOTARY NAME MUST BE TYPED OR PRINTED WITH NOTARY#
New Registered Agent Signature	Notary Signature	Date

This report reflects a maximum of three officers or directors from our records for this corporation. Indicate any changes or deletions below. Include a listing of all names along with each file held and their address. Do not use a P.O. Box. If additional space is needed attach an addendum.

MARY KIM E. SHIPP	Secretary
103 POWELL COURT, SUITE 200 BRENTWOOD, TN 37027
MICHAEL B. CLARK	President, Director
103 POWELL COURT, SUITE 200 BRENTWOOD, TN 37027
CHRISTOPHER J. MONTE	Vice-President
103 POWELL COURT, SUITE 200 BRENTWOOD, TN 37027

*See attached list of officers and directors*

SIGN è	To be signed by an officer, director or agent	Title	Phone	Date
	Mary Kim E. Shipp	Secretary	6153728500	9-21-10
	Signee’s address	Email Address		(For Office Use Only)
	103 Powell Ct #200 Brentwood TN 37027	gretchen.catron@LPNT.net
	Enclose filing fee of     $25.00	Return by:	10/19/2010
	Make remittance payable to Secretary of State Do Not Send Cash Do Not Staple	To:	Commercial Division P.O. Box 94125 Baton Rouge, LA 70804-9125 Phone (225) 925-4704
	web site: www.sos.louisiana.gov	DO NOT STAPLE		3     X

ALL UNSIGNED REPORTS WILL BE RETURNED

PHC-Morgan Lake, Inc.
(Shares Authorized: 1,000 Common
Shares Issued: 1,000
Stockholders: Province Healthcare Company)
EIN: 62-1870304

Directors:
R. Scott Raplee
Michael B. Clark

Officers:
Michael B. Clark, President
A. Gene Smith, Chief Financial Officer
R. Scott Raplee, Operations President
Michael S. Coggin, Senior Vice President
Christopher J. Monte, Vice President
Mary Kim E. Shipp, Secretary

Address for above Officers and Directors:

103 Powell Court Suite 200
Brentwood, TN 37027
615-372-8500

EX-3.284

Exhibit 3.284

BYLAWS
OF
PHC-MORGAN LAKE, INC.

     1. Annual Meeting of the Shareholders. The annual meeting of shareholders for the election of directors and such other purposes as may be set forth in the notice of meeting shall be held at the time and place, within or outside the State of Louisiana, fixed by the board of directors.

     2. Special Meetings of the Shareholders. Special meetings of the shareholders may be held at any place within or outside the State of Louisiana upon call of the board of directors, the chairman of the board of directors, if any, the president, or the holders of at least ten percent of the issued and outstanding shares of capital stock entitled to vote.

     3. Transfer of Stock. The capital stock of the Corporation shall be transferred on the books of the Corporation by surrender of properly endorsed certificates therefor by the holders thereof or their duly authorized attorneys-in-fact. In case of transfer by attorney, the power of attorney, duly executed and acknowledged, shall be deposited with the secretary. The person in whose name stock stands on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.

     4. Directors. The business of the Corporation shall be managed by a board of directors consisting of not less than two nor more than seven members, such number of directors within such range to be fixed by action of the board of directors. The range of size for the board may be increased or decreased by the shareholders. Vacancies in the board of directors, whether resulting from an increase in the number of directors, the removal of directors for or without cause, or otherwise, may be filled by a vote of a majority of the directors then in office, although less than a quorum. Directors may be removed for or without cause by the shareholders.

     5. Meetings of the Board of Directors. Regular meetings of the board of directors may be held without notice of the date, time, place or purpose of the meeting (a) at the location of the annual meeting of shareholders immediately after the meeting in each year and (b) at such times and at such places within or outside the State of Louisiana as shall be fixed by the board of directors. Special meetings of the board of directors may be held at any place within or outside the State of Louisiana upon call of the chairman of the board of directors, if any, the president or a majority of the directors then in office, which call shall set forth the date, time and place of meeting and, if required by law, the purpose of the meeting. Written, oral, or any other mode of notice of the date, time and place of meeting shall be given for special meetings in sufficient time, which need not exceed two days in advance, for the convenient assembly of the directors. A majority of the number of directors of the Corporation then in office, but in no event less than one-third of the number of directors the Corporation would have if there were no vacancies in the board of directors, shall constitute a quorum, and the

1

vote of a majority of the directors present at the time of the vote, if a quorum is present, shall be the act of the board of directors.

     6. Officers. The board of directors shall elect a president, secretary and treasurer, and such other officers as it may deem appropriate. The president, secretary, and any other officer so appointed by the board of directors are authorized to execute certificates representing shares of the Corporation’s capital stock. Persons may hold more than one office except that no person may serve as both president and secretary and no person holding more than one office may sign in more than one capacity any certificate or other instrument required by law to be signed by two officers. Officers shall have the authority and responsibilities given them by the board of directors, and each officer shall hold office until his successor is elected and qualified, unless a different term is specified by the board of directors.

     7. Committees. By resolution adopted by the greater of (i) a majority of the directors of the Corporation then in office when the action is taken or (ii) the number of directors required by the Charter or bylaws to take action, the directors may designate from among their number one or more directors to constitute an executive committee and other committees, each of which, to the extent permitted by law, shall have the authority granted it by the board of directors.

     8. Amendment of Bylaws. The bylaws of the Corporation may be amended or repealed, and additional bylaws may be adopted, by action of the board of directors or of the shareholders, but any bylaws adopted by the shareholders may be amended or repealed only by the shareholders.

2

EX-3.285

Exhibit 3.285

SECRETARY OF STATE the attached documents) of PHC-OPELOUSAS, L.P. are true and correct and are filed in the Louisiana Secretary of State’s Office. 34785117J ORIGF 5/4/1999 45 page(s) 34795907 RESTA 5/25/1999 4 page(3) In testimony whereof, I have hereunto set my hand and caused the Seal of my Office to be affixed at the City of Baton Rouge on, CB 34785117J March 14, 2011 Certificate ID: 10148512#N8E52 To validate this certificate, visit the following web site, go to Commercial Division, Certificate Validation, then follow the instructions displayed. www.sos.louisiana.gov

LOUISIANA PARTNERSHIP REGISTRATION FORM

W. Fox McKeithen
Secretary of State

Enclose $75.00 filing fee
Make remittance payable to
Secretary of State
Do not send cash Return to Corporations Division
           P.O. Box 84125
           Baton Rouge, LA 70804-9125
           Phone (504)925-4704

CHECK ONE:       þ                 Original Filing       o      Amendment

Current Partnership Name: PHC-OPELOUSAS, L.P.

Previous Partnership Name:

Louisiana municipal address of principal place of business:

     3972 I-49 SOUTH SERVICE ROAD, OPELOUSAS, LA 70570

Effective date of contract:                                                      Telephone ( _________ )

Month, Day, Year

Federal tax identification number: applied for.

Name and municipal address of each partner: (Attach addendum if needed)

PHC-Doctor’s Hospital, Inc. (general partner) Name

105 Westwood Place, Ste. 400, Brentwood, TN 37027 Address

PHC-Louisiana, Inc. (limited partner) Name

105 Westwood Place, Ste. 400, Brentwood, TN 37027 Address

Name

Address

Name

Address

/s/ Howard T. Wall,      Howard T. Wall, Secretary Signature, Title and Telephone of person completing form

342 Rev. 4/97 (See instructions on back)

THE LIMITED PARTNERSHIP INTERESTS CREATED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OF THE LOUISIANA SECURITIES LAWS, AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH ACTS. EXCEPT AS SPECIFICALLY OTHERWISE PROVIDED IN THIS AGREEMENT, THE INTERESTS MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT REGISTRATION UNDER SUCH ACTS OR AN OPINION OF COUNSEL THAT SUCH TRANSFER MAY BE LEGALLY EFFECTED WITHOUT SUCH REGISTRATION. ADDITIONAL RESTRICTIONS ON TRANSFER AND SALE ARE SET FORTH IN THIS AGREEMENT.

AGREEMENT OF LIMITED PARTNERSHIP

OF

PHC-OPELOUSAS, L.P.

(a Louisiana limited partnership)

TABLE OF CONTENTS

	Page
1. DEFINITIONS		1
2. FORMATION OF PARTNERSHIP		3
2.1 Formation		3
2.2 Name		3
2.3 Principal Office		3
2.4 Term		4
2.5 Registered Agent and Office		4
3. PURPOSES AND POWERS OF THE PARTNERSHIP; NATURE OF THE BUSINESS OF THE PARTNERSHIP		4
3.1 Purposes		4
3.2 Powers		5
4. CAPITAL CONTRIBUTIONS, LOANS, CAPITAL ACCOUNTS		5
4.1 Capital Contributions		5
4.2 Additional Capital Contributions		5
4.3 Capital Accounts		6
4.4 Additional Provisions Regarding Capital Accounts		7
4.5 Loans		9
5. ALLOCATIONS		9
5.1 Allocations of Income and Losses		9
6. DISTRIBUTIONS		9
6.1 Distribution of Excess Cash		9
7. BANK ACCOUNTS, BOOKS OF ACCOUNT, TAX COMPLIANCE AND FISCAL YEAR		10
7.1 Bank Accounts; Investments		10
7.2 Books and Records		10
7.3 Determination of Profit and Loss; Financial Statements		10
7.4 Tax Returns and Information		11
7.5 Tax Audits		11
7.6 Fiscal Year		11
8. MANAGEMENT OF THE PARTNERSHIP		11
8.1 General Partner		11
8.2 Appointment of Officers of the Partnership		11
8.3 Governing Board		11
8.4 Quality Assurance Program		12

i

	Page
8.5 Legal Compliance Program		12
8.6 Advisory Boards		12
8.7 Indemnification of General Partner, Governors and Officers		12
9. RIGHTS AND STATUS OF LIMITED PARTNERS		13
9.1 General		13
9.2 Limitation of Liability		13
9.3 Bankruptcy; Death; etc.		13
10. MEETINGS AND MEANS OF VOTING		14
10.1 Meetings of the Partners		14
10.2 Vote By Proxy		14
10.3 Conduct of Meeting		14
10.4 Action Without a Meeting		15
10.5 Closing of Transfer Record; Record Date		15
11. TRANSFER OF RIGHTS AND ADDITIONAL LIMITED PARTNERS		15
11.1 Transfer by General Partner		15
11.2 Transfers by Limited Partners		15
11.3 Substituted Limited Partner		16
11.4 Basis Adjustment		17
11.5 Admission of Additional Limited Partners		17
11.6 Transfer Procedures		17
11.7 Invalid Transfer		17
11.8 Distributions and Allocations in Respect of a Transferred Ownership Interest		18
11.9 Additional Requirements of Sales; Requirements for Repurchase		18
11.10 Amendment to Exhibit A		18
12. RIGHT TO LIQUIDATE OR PURCHASE PARTNERSHIP INTERESTS		18
12.1 General Partner’s Right of First Refusal		18
13. DISSOLUTION		19
13.1 Causes		19
13.2 Reconstitution		20
13.3 Interim General Partner		20
14. WINDING UP AND TERMINATION		20
14.1 General		20
14.2 Court Appointment of Liquidator		22
14.3 Liquidation		22
14.4 Creation of Reserves		22
14.5 Final Statement		23

ii

	Page
15. POWER OF ATTORNEY		23
15.1 General Partner as Attorney-in-Fact		23
15.2 Nature of Special Power		23
16. MISCELLANEOUS		24
16.1 Notices		24
16.2 Governing Law		24
16.3 Attorneys’ Fees		24
16.4 Successors and Assigns		24
16.5 Construction		24
16.6 Time		24
16.7 Waiver of Partition		25
16.8 Entire Agreement		25
16.9 Amendments		25
16.10 Severability		26
16.11 Gender and Number		26
16.12 Exhibits		26
16.13 Additional Documents		26
16.14 Section Headings		26
16.15 Counterparts		26

iii

AGREEMENT OF LIMITED PARTNERSHIP

OF

PHC-OPELOUSAS, L.P.

(a Louisiana limited partnership)

     THIS AGREEMENT OF LIMITED PARTNERSHIP (“Agreement”) is entered into as of April 19, 1999, and shall be effective as of April 19, 1999, by and among PHC-Doctors’ Hospital, Inc., a Louisiana corporation, as general partner (“PHC-D” or the “General Partner”), and PHC-Louisiana, Inc., a Louisiana corporation, as the limited partner (“PHC-LA” or the “Limited Partner”). PHC-D and PHC-LA are collectively referred to herein as “Partners” or individually as a “Partner.”

     WHEREAS, the parties hereto desire to form a limited partnership pursuant to the provisions of the Louisiana Revised Uniform Limited Partnership Act (the “Act”) and other relevant laws of the State of Louisiana, for the purposes and upon the terms, covenants and conditions hereinafter set forth.

     NOW, THEREFORE, in consideration of the mutual promises set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the Partners, intending to be legally bound, do hereby agree as follows:

1. DEFINITIONS

     As used herein the following terms have the following meanings:

     1.1 “Act” means the Louisiana Revised Uniform Limited Partnership Act, as amended from time to time.

     1.2 “Additional Limited Partner” means a Person who is admitted into the Partnership as a Limited Partner pursuant to the terms of Section 11.5 hereof.

     1.3 “Affiliate” means, with respect to any Partner, (i) any Person that directly or indirectly controls, is controlled by, or is under common control with, a Partner, (ii) any entity of which a Partner owns ten percent (10%) or more of the outstanding voting securities, (iii) any entity of which a Partner is an officer, director, or general partner, or (iv) any child, grandchild (whether through marriage, adoption or otherwise), sibling (whether through adoption or otherwise), parent or spouse of a Partner. As used in this definition of “Affiliate,” the term “control” means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity whether through ownership of voting securities, by contract or otherwise.

     1.4 “Agreement” means this Agreement of Limited Partnership of PHC-Opelousas, L.P., as amended from time to time pursuant to Section 16.9 hereof.

     1.5 “Approval of the Partners” or “Approved by the Partners” means the approval of those Limited Partners who, together with the General Partner, have collective ownership interests of at least sixty-seven percent (67%) of the aggregate Sharing Percentage of all Partners at the time the proposed Partnership action is being considered for approval.

     1.6 “Bankruptcy” means, as to any Partner, the Partner’s taking or acquiescing to the taking of any action seeking relief under, or advantage of, any applicable debtor relief, liquidation, receivership, conservatorship, bankruptcy, moratorium, rearrangement, insolvency, reorganization or similar law affecting the rights or remedies of creditors generally, as in effect from time to time. For the purpose of this definition, the term “acquiescing” shall include, without limitation, the failure to file, within thirty (30) days after its entry, a petition, answer or motion to vacate or to discharge any order, judgment or decree providing for any relief under any such law.

     1.7 “PHC-D” means PHC-Doctors’ Hospital, Inc., a Louisiana corporation.

     1.8 “Capital Account” shall have the meaning set forth in Section 4.3 below.

     1.9 “Code” means the Internal Revenue Code of 1986, as amended from time to time. All references herein to sections of the Code shall include any provision or corresponding provisions of succeeding law.

     1.10 “Facility” means collectively Doctors’ Hospital of Opelousas, along with any other hospitals and related businesses and facilities subsequently acquired or leased by the Partnership or its subsidiaries, but excluding any hospital or related business or facility that is no longer owned or leased by the Partnership or its subsidiaries.

     1.11 “General Partner” means PHC-Doctors’ Hospital, Inc.

     1.12 “Limited Partners” mean PHC-Louisiana, Inc., and any Substituted Limited Partner or Additional Limited Partner, but excluding any Person who ceases to be a limited partner of the Partnership pursuant to this Agreement. “Limited Partner” means any one of the Limited Partners.

     1.13 “Liquidator” means the Person who liquidates the Partnership under Article 14 hereof.

     1.14 “Partners” means the General Partner and the Limited Partners, collectively. “Partner” means any one of the Partners.

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     1.15 “Partnership” means the limited partnership formed under this Agreement.

     1.16 “Person” means any individual, partnership, corporation, limited liability company, trust or other entity.

     1.17 “PHC-LA” means PHC-Louisiana, Inc., a Louisiana corporation.

     1.18 “Sharing Percentage” means, as to a Partner, the percentage obtained by dividing the Units of such Partner by an amount equal to the total Units of all Partners. The Partners hereby agree that their Sharing Percentages shall constitute their interests in the Partnership profits for purposes of determining their respective shares of the Partnership’s “excess nonrecourse liabilities” (within the meaning of section 1.752-3(a)(3) of the Regulations).

     1.19 “Substituted Limited Partner” means any Person admitted to the Partnership pursuant to Section 11.3.

     1.20 “Treasury Regulations” or “Regulations” means the regulations promulgated by the United States Department of the Treasury pursuant to and in respect of provisions of the Code. All references herein to sections of the Treasury Regulations or the Regulations shall include any corresponding provision or provisions of succeeding, similar or substitute proposed, temporary or final regulations.

     1.21 “Units” means all or a certain percentage of the issued and outstanding ownership interests of the Partnership held by the Partners. “Unit” means any one of the Units.

2. FORMATION OF PARTNERSHIP

     2.1 Formation. PHC-D and PHC-LA formed the Partnership pursuant to the Act, and caused the Certificate of Limited Partnership to be filed in the office of the Louisiana Secretary of State on April        , 1999, and have complied with all other legal requirements to form and operate the Partnership. Except as stated in this Agreement, the Act shall govern the rights and liabilities of the Partners.

     2.2 Name. The name of the Partnership is “PHC-Opelousas, L.P.” and the business of the Partnership shall be conducted under that name or such other name or names as may be determined by the General Partner from time to time.

     2.3 Principal Office. The principal office of the Partnership shall be located at 105 Westwood Place, Suite 400, Brentwood, Tennessee 37027 or at such other place or places as the General Partner may from time to time determine.

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     2.4 Term. The Partnership began on the date the Certificate of Limited Partnership was filed with the Louisiana Secretary of State as provided in Section 2.1 hereof, and shall continue until the date on which the Partnership is dissolved pursuant to Article 13 and thereafter, to the extent provided for by applicable law, until wound up and terminated pursuant to Article 14 hereof.

     2.5 Registered Agent and Office. The registered agent of the Partnership shall be National Registered Agents, Inc., and the registered office of the Partnership shall be located at 3500 Highway 190, Mandeville, LA 70471-3124. The registered office or the registered agent, or both, may be changed by the Managing General Partner, upon recommendation of the Manager, from time to time upon filing the statement required by the Act. The Partnership shall maintain at its registered office such records as may be specified by the Act.

3. PURPOSES AND POWERS OF THE PARTNERSHIP; NATURE OF THE BUSINESS OF THE PARTNERSHIP

     3.1 Purposes. The purpose of the Partnership is to (i) own and operate a general acute care hospital in Opelousas, Louisiana, currently known as Doctors’ Hospital of Opelousas, (ii) provide health care services in the Opelousas, Louisiana area; (iii) operate the Facility and lease or own, manage and operate other health care related services and businesses; (iv) acquire (through asset acquisition, stock acquisition, lease or otherwise) and develop other property, both real and personal, in connection with providing health care related services, including without limitation, general acute care hospitals, specialty care hospitals, nursing homes, clinics, home health care agencies, health maintenance organizations, psychiatric facilities and other health care providers; (v) enter into, from time to time, such financial arrangements as the General Partner may determine to be necessary, appropriate or advisable (including, without limitation, borrowing money and issuing evidences of indebtedness and securing the same by mortgage, deed of trust, security interest or other encumbrance upon one or more or all of the Partnership assets); (vi) sell, assign, lease, exchange or otherwise dispose of, or refinance or additionally finance, one or more or all of the Partnership assets; (vii) raise additional capital by issuance of additional limited partnership interests in the Partnership as provided in Article 11; and (viii) generally engage in such other business and activities and do any and all other acts and things that the General Partner deems necessary, appropriate or advisable from time to time in furtherance of the purposes of the Partnership as set forth in this Section 3.1.

     3.2 Powers. Subject to the limitations contained in this Agreement and in the Act, the Partnership purposes may be accomplished by the General Partner taking any action permitted under this Agreement that is customary or reasonably related to, and not inconsistent with, accomplishing such purposes.

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4. CAPITAL CONTRIBUTIONS, LOANS, CAPITAL ACCOUNTS

     4.1 Capital Contributions. PHC-D shall contribute $         cash and a promissory note in the amount of $          to the capital of the Partnership upon the formation of the Partnership in consideration for a 1% general partner interest in the Partnership. PHC-LA shall contribute                      to the capital of the Partnership upon the formation of the Partnership in consideration for a 99% limited partner interest in the Partnership.

     4.2 Additional Capital Contributions. If Additional Capital Contributions (herein so called) are required for any expenditure of the Partnership, the General Partner shall have the right to request the Partners to make Additional Capital Contributions (pro rata in accordance with each Partner’s Sharing Percentage) to the Partnership in excess of their initial Capital Contributions. If the Managing General Partner makes such a request, no Partner shall be required to make such Additional Capital Contribution, provided that if any Partner elects not to make the Additional Capital Contribution (a “Noncontributing Partner”), the other Partners (the “Contributing Partners”) shall have the right to contribute to the Partnership the amount of cash that the Noncontributing Partner or Partners failed to contribute. The Partners shall have thirty (30) days from the General Partner’s request in which to elect to make or not make such Additional Capital Contributions. Effective as of the end of such thirty (30) day period, the Partners’ Sharing Percentages shall be adjusted, as follows: Each Partner’s Sharing Percentage thereafter shall be equal to a fraction (converted to a percentage), the numerator of which is equal to such Partner’s “Base Amount” and the denominator of which is equal to the sum of the Base Amounts of all the Partners. For purposes hereof, each Partner’s Base Amount shall be equal to the sum of (1) the amount of cash contributed to the Partnership by such Partner in respect of the current call for capital (including amounts contributed on behalf of any Noncontributing Partner or Partners), plus (2) the product of (x) the Partner’s Sharing Percentage (as in effect immediately before the capital call in question) multiplied by (y) the “Value of the Partnership” of the date of such capital call. For purposes of this Section 4.2, the “Value of the Partnership” shall mean the product of the Partnership’s “EBITDAR” (hereinafter defined) for the most recently completed fiscal year multiplied by five (5), less any Partnership long term debt (including any capitalized leases and the current portion of long term debt), all as determined in accordance with generally accepted accounting principles using the accrual method of accounting applied on a basis consistent with the preceding period (using the Partnership’s current accounting policies). Any questions with respect to accounting procedures or valuation not controlled by this Agreement shall be resolved by the independent accountants employed by the General Partner on behalf of the Partnership. “EBITDAR” shall mean the earnings for the Partnership before deductions for interest, taxes, depreciation, amortization and rental payments, but shall exclude nonrecurring and extraordinary items. The number of

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Units held by each Partner shall be adjusted automatically to reflect any change in the Partners’ Sharing Percentages under this section.

     4.3 Capital Accounts. A Capital Account (herein so called) shall be established and maintained for each Partner for the full term of this Agreement in accordance with the capital accounting rules of section 1.704-l(b)(2)(iv) of the Regulations. Each Partner shall have only one Capital Account, regardless of the number or classes of Units or other interests in the Partnership owned by such Partner and regardless of the time or manner in which such Units or other interests were acquired by such Partner. Pursuant to the basic capital accounting rules of section 1.704-l(b)(2)(iv) of the Regulations, the balance of each Partner’s Capital Account shall be:

     (a) Increased by the amount of money contributed by such Partner (or such Partner’s predecessor in interest) to the capital of the Partnership pursuant to this Article 4 and decreased by the amount of money distributed to such Partner (or such Partner’s predecessor in interest) pursuant to Article 6 hereof;

     (b) Increased by the fair market value of each property (determined without regard to section 7701(g) of the Code) contributed by such Partner (or such Partner’s predecessor in interest) to the capital of the Partnership pursuant to this Article 4 (net of all liabilities secured by such property that the Partnership is considered to assume or take subject to under section 752 of the Code) and decreased by the fair market value of each property (determined without regard to section 7701(g) of the Code) distributed to such Partner (or such Partner’s predecessor in interest) by the Partnership pursuant to Article 6 (net of all liabilities secured by such property that such Partner is considered to assume or take subject to under section 752 of the Code);

     (c) Increased by the amount of each item of Partnership profit allocated to such Partner (or such Partner’s predecessor in interest) pursuant to Section 3.1 on Exhibit B hereto;

     (d) Decreased by the amount of each item of Partnership loss allocated to such Partner (or such Partner’s predecessor in interest) pursuant to Section 3.1 on Exhibit B hereto; and

     (e) Otherwise adjusted as follows:

     (i) Effective immediately prior to any “Revaluation Event” (as defined in Exhibit B hereto), the balances of all Partners’ Capital Accounts shall be adjusted to reflect the manner in which items of profit or loss, as computed for book purposes, equal to the “Unrealized Book Gain Or Loss” (as defined in Exhibit B hereto) then existing with

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respect to each Partnership property (to the extent not previously reflected in the Partners’ Capital Accounts) would be allocated among the Partners pursuant to Section 3.1 of Exhibit B hereto if there were a taxable disposition of such property immediately prior to such Revaluation Event for its fair market value (as determined by the Manager taking section 7701(g) of the Code into account);

     (ii) With respect to items of Partnership profit and loss, the balances of all the Partners’ Capital Accounts shall be adjusted solely for allocations of such items, as computed for book purposes, under Section 3.1 of Exhibit B hereto and shall not be adjusted for allocations of correlative Tax Items under Section 3.2 of Exhibit B hereto;

     (iii) Immediately before giving effect under Section 4.3(b) hereof to any adjustment attributable to the distribution of property to a Partner, the balances of all the Partners’ Capital Accounts first shall be adjusted to reflect the manner in which items of profit or loss, as computed for book purposes, equal to the Unrealized Book Gain Or Loss existing with respect to the distributed property (to the extent not previously reflected in the Partners’ Capital Accounts) would be allocated among the Partners pursuant to Section 3.1 of Exhibit B hereto if there were a taxable disposition of such property, on the date of such distribution, by the Partnership for its fair market value at the time of such distribution (as agreed to in writing by the Partners taking section 7701(g) of the Code into account (i.e., such value shall not be agreed to be less than the amount of Nonrecourse Liabilities to which such property is subject)); and

     (iv) Upon the transfer of all or part of any Unit or other interest in the Partnership, the Capital Account of the transferor Partner, to the extent attributable to the transferred interest, shall carry over to the transferee Partner.

     4.4 Additional Provisions Regarding Capital Accounts.

     (a) If a Partner pays any Partnership indebtedness, such payment shall be treated as a cash contribution by that Partner to the capital of the Partnership, and the Capital Account of such Partner shall be increased by the amount so paid by such Partner.

     (b) Except as otherwise provided herein, no Partner may contribute capital to, or withdraw capital from, the Partnership. To the extent any monies which any Partner is entitled to receive pursuant to the Agreement would constitute a return of capital, each of the Partners consents to the withdrawal of such capital.

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     (c) A loan by a Partner to the Partnership shall not be considered a contribution of money to the capital of the Partnership, and the balance of such Partner’s Capital Account shall not be increased by the amount so loaned. No repayment of principal or interest on any such loan, reimbursement made to a Partner with respect to advances or other payments made by such Partner on behalf of the Partnership or payments of fees to a Partner which are made by the Partnership shall be considered a return of capital or in any manner affect the balance of such Partner’s Capital Account. No Partner shall make a loan to the Partnership unless such loan is authorized pursuant to the provisions of this Agreement.

     (d) No Partner with a deficit balance in its Capital Account shall have any obligation to the Partnership or any other Partner to restore said deficit balance. In addition, no venturer or partner in any Partner shall have any liability to the Partnership or any other Partner for any deficit balance in such venturer’s or partner’s capital account in the Partner in which it is a partner or venturer. Furthermore, a deficit Capital Account balance of a Partner (or a capital account of a partner or venturer in a Partner) shall not be deemed to be a liability of such Partner (or of such venturer or partner in such Partner) or a Partnership asset or property. The provisions of this Section 4.4(d) shall not affect any Partner’s obligation to make capital contributions to the Partnership that are required to be made by such Partner pursuant to this Agreement.

     (e) Except as otherwise provided herein, no interest shall be paid on any capital contributed to the Partnership or the balance in any Partner’s Capital Account.

     (f) All of the provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with section 1.704-1(b) of the Regulations, and shall be interpreted and applied in a manner consistent with such Regulations. If the Managing General Partner, upon the recommendation of the Manager, determines that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto (including, without limitation, debits or credits relating to liabilities that are secured by contributed or distributed property or that are assumed by the Partnership or any of the Partners) are computed in order to comply with the Regulations, the Managing General Partner may make such modifications, provided that such modifications are not likely to have a material effect on the amounts distributable to any Partner from the Partnership. The Managing General Partner, upon recommendation of the Manager, shall also make appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with section 1.704-1(b) of the Regulations.

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     4.5 Loans. Any Partner may lend money to the Partnership. If any Partner makes any loan or loans to the Partnership, the amount of any such loan shall not be treated as a contribution to the capital of the Partnership but shall be a debt due from the Partnership. Any Partner’s loan to the Partnership shall be repayable out of the Partnership’s cash and shall bear interest at prevailing market rates. None of the Partners nor any of their Affiliates shall be obligated to loan money to the Partnership.

5. ALLOCATIONS

     5.1 Allocations of Income and Losses. All items of income or loss of the Partnership shall be allocated to the Partners in accordance with the provisions of Exhibit B attached hereto, which is hereby incorporated by reference for all purposes of this Agreement.

6. DISTRIBUTIONS

     6.1 Distribution of Excess Cash. Except as may be otherwise provided in Section 14.3, or as may otherwise be prohibited or required by applicable law, the Manager may determine in its reasonable judgment to what extent (if any) the Partnership’s cash on hand exceeds its current and anticipated needs, including, without limitation, for operating expenses, debt service, authorized acquisitions, capital expenditures, and a reasonable contingency reserve as determined by the General Partner. If such an excess exists, the General Partner may cause the Partnership to distribute such excess to the Partners pro rata in accordance with their respective Sharing Percentages on a quarterly basis. Notwithstanding the foregoing, the General Partner may distribute to the Partners an amount sufficient to cover federal, state and local income and other taxes payable by them as a result of their participation in the Partnership relating to Partnership’s activities, and shall distribute to the other Partners a prorata amount in proportion to their respective Sharing Percentages.

7. BANK ACCOUNTS, BOOKS OF ACCOUNT, TAX COMPLIANCE AND FISCAL YEAR

     7.1 Bank Accounts; Investments. The General Partner shall (i) establish one or more bank accounts into which Partnership funds may be deposited or (ii) deposit funds in a central account established in the name of PHC-LA or an Affiliate, provided that detailed separate entries are made on the books and records of the Partner and on the books and records of PHC-LA or such Affiliate of PHC-LA with respect to amounts received from the Partnership and deposited in such central account for the account of the Partnership and provided further that withdrawals from such central account shall be made only for the purpose of disbursing funds to the Partnership, paying Partnership costs, expenses, or liabilities, or making distributions to the Partners under this Agreement. The funds of the Partnership deposited in such central account may be invested in such

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securities and investments as the General Partner, PHC-LA or any Affiliate of PHC-LA may select until such funds are withdrawn for Partnership purposes in accordance with this Section 7.1.

     7.2 Books and Records. The General Partner shall keep books of account and records relative to the Partnership’s business. The books shall be prepared in accordance with generally accepted accounting principles using the accrual method of accounting. The accrual method of accounting also shall be used by the Partnership for income tax purposes. The Partnership’s books and records shall at all times be maintained at the principal business office of the Partnership or its accountants (and to the extent required by the Act, at the registered office of the Partnership) and shall be available for inspection by the Limited Partners or their duly authorized representatives during reasonable business hours. The books and records shall be preserved for four years after the term of the Partnership ends.

     7.3 Determination of Profit and Loss: Financial Statements. All items of Partnership income, expense, gain, loss, deduction and credit shall be determined with respect to, and allocated in accordance with, this Agreement for each Partner for each Partnership fiscal year. Within one hundred twenty (120) days after the end of each Partnership fiscal year, the General Partner shall cause to be prepared, at Partnership expense, financial statements of the Partnership for the preceding fiscal year, including, without limitation, a balance sheet, profit and loss statement, statement of cash flows and statement of the balances in the Partners’ Capital Accounts, prepared in accordance with the terms of this Agreement and generally accepted accounting principles consistently applied with prior periods. These financial statements shall be available for inspection and copying during ordinary business hours at the reasonable request of any Partner.

     7.4 Tax Returns and Information. The Partners intend for the Partnership to be treated as a partnership for tax purposes. The General Partner shall prepare or cause to be prepared all federal, state and local income and other tax returns which the Partnership is required to file and shall furnish such returns to the Limited Partners, together with a copy of each Limited Partner’s Form K-1 and any other information which any Limited Partner may reasonably request relating to such returns, within the time required by law (including any applicable extension periods available under the Code).

     7.5 Tax Audits. The General Partner shall be the tax matters partner of the Partnership under Section 6231(a)(7) of the Code. The General Partner shall inform the Limited Partners of all matters which may come to its attention in its capacity as tax matters partner by giving the Limited Partners notice thereof within thirty (30) days after becoming so informed. The General Partner shall not take any action contemplated by Sections 6222 through 6231 of the Code unless the General Partner has first given the Limited Partners notice of the contemplated action and received the Approval of the Partners to the contemplated action. This

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provision is not intended to authorize the General Partner to take any action which is left to the determination of an individual Partner under Sections 6222 through 6231 of the Code.

7.6 Fiscal Year. The Partnership fiscal year shall be the calendar year.

8. MANAGEMENT OF THE PARTNERSHIP

     8.1 General Partner. The General Partner shall manage the day-to-day operations of the Partnership and have the duty and right to act on behalf of the Partnership pursuant to the terms of this Agreement.

     8.2 Appointment of Officers of the Partnership. The General Partner shall appoint such officers of the Partnership as it shall deem appropriate.

     8.3 Governing Board. The General Partner shall establish a Governing Board for the Facility. The General Partner shall determine the rules with respect to the appointment of Governing Board members, vacancies, call and notice requirements for meetings, quorum and voting procedures, minutes, reporting and other similar matters. The Governing Board shall have such authority as may be required by the accreditation standards of the Joint Commission on Accreditation of Healthcare Organizations or any successor organization exercising or performing similar functions (“JCAHO”) and those required by law.

     8.4 Quality Assurance Program. The Governing Board shall have the authority and responsibility to develop programs to assure the quality of patient care rendered at the Facility. In furtherance thereof, the Governing Board shall endeavor to develop and adopt, standardized (a) criteria, policies and procedures regarding appointment, reappointment, alteration of staff status, granting of clinical privileges, disciplinary action, matters relating to professional competency, and such other matters referred to the Medical Staff of the Facility by the Governing Board, (b) quality assurance, utilization review and professional peer review criteria, evaluations, policies and procedures and (c) Medical Staff bylaws.

     8.5 Legal Compliance Program. The Governing Board shall institute, and the General Partner shall carry out and report to the Governing Board with respect to, a legal compliance program to ensure the Partnership’s compliance with all statutes, laws, ordinances and government rules and regulations to which it is subject, including, without limitation, the Medicare and Medicaid Anti-Fraud and Abuse or Anti-Kickback Amendments to the Social Security Act (currently codified in Section 1128B(b) of the Social Security Act), the federal “anti-dumping” law, the “Stark” legislation of 42 U.S.C. §1395nn and any Louisiana laws corresponding in substance to the foregoing federal laws.

     8.6 Advisory Boards. The General Partner may establish one or more advisory boards, which may be comprised of residents of the communities within

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the service area of the Facility. The General Partner shall determine the rules with respect to the appointment of members to such advisory boards, vacancies, call and notice requirements for meetings, quorum and voting procedures, minutes, reporting and other similar matters. The scope of the activities of each such advisory board shall be determined by the General Partner in its sole discretion.

     8.7 Indemnification of General Partner. Governors and Officers. Article 11 of the Act (“Article 11”) permits the Partnership to indemnify certain Persons who were, are or are threatened to be made a named defendant or respondent in a proceeding because such Persons are or were a general partner, limited partner, employee or agent of the Partnership. Certain of the indemnity provisions of Article 11 are discretionary and others are mandatory. THE PARTNERSHIP DOES HEREBY ELECT TO INDEMNIFY, AND DOES HEREBY AGREE TO INDEMNIFY, EACH PRESENT AND FUTURE GENERAL PARTNER, EACH PRESENT AND FUTURE LIMITED PARTNER, EACH PRESENT AND FUTURE MEMBER OF THE BOARD OF GOVERNORS OF THE PARTNERSHIP AND EACH PRESENT AND FUTURE OFFICER OF THE PARTNERSHIP TO THE FULLEST EXTENT PERMITTED OR REQUIRED BY UNDER ARTICLE 11 IN ACCORDANCE WITH THE PROVISIONS OF ARTICLE 11. The Partnership’s indemnity obligation hereunder may be specifically enforced by any Person covered thereby by resort to any court of competent jurisdiction. Further, the Partnership shall pay or reimburse the reasonable expenses of any Person covered by the Partnership’s indemnity hereunder in advance of the final disposition of any proceeding to the fullest extent permitted under Article 11 and subject to the conditions thereof. IF THE ACT OR ANY OTHER APPLICABLE LOUISIANA STATUTE IS HEREAFTER AMENDED TO AUTHORIZE A LOUISIANA LIMITED PARTNERSHIP TO FURTHER INDEMNIFY THE PERSONS COVERED BY THIS INDEMNITY, THE PARTNERSHIP SHALL, IN ADDITION TO THE INDEMNITY PROVIDED HEREIN, INDEMNIFY SUCH PERSONS TO THE FULLEST EXTENT PERMITTED OR REQUIRED UNDER SUCH AMENDED ACT OR OTHER STATUTE. Any repeal or modification of this Section or Article 11 which has the effect of limiting the indemnify hereunder shall be prospective only, and shall not adversely affect any indemnity obligation existing hereunder at the time of any such repeal or modification.

9. RIGHTS AND STATUS OF LIMITED PARTNERS

     9.1 General. The Limited Partners have the rights and the status of limited partners under the Act. Except to the extent expressly otherwise provided in this Agreement, the Limited Partners shall not take part in the management or control of the Partnership business, or sign for or bind the Partnership, such powers being vested exclusively in the General Partner and the officers of the Partnership in accordance with the terms of this Agreement.

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     9.2 Limitation of Liability. No Limited Partner shall have any personal liability whatever, solely by reason of its status as a Limited Partner of the Partnership, whether to the Partnership, the General Partner or any creditor of the Partnership, for the debts of the Partnership or any of its losses beyond the amount of the Limited Partner’s obligation to contribute its Capital Contribution to the Partnership.

     9.3 Bankruptcy; Death; etc. Neither the Bankruptcy, death, disability nor declaration of incompetence or incapacity of a Limited Partner shall dissolve the Partnership, but the rights of a Limited Partner to share in the Profits and Losses of the Partnership and to receive distributions of Partnership funds shall, on the happening of such an event, devolve upon the Limited Partner’s estate, legal representative or successor in interest, as the case may be, subject to this Agreement, and the Partnership shall continue as a limited partnership under the Act. The Limited Partner’s estate, representative or successor in interest shall be entitled to receive distributions and allocations with respect to such Limited Partner’s interest in the Partnership and shall be liable for all of the obligations of the Limited Partner. Furthermore, the Limited Partner’s estate, representative or successor in interest shall have no right to any information or accounting of the affairs of the Partnership, shall not be entitled to inspect the books or records of the Partnership, and shall not be entitled to any of the rights of a general partner or limited partner under the Act or this Agreement unless such estate, representative or successor in interest is admitted to the Partnership as a Substituted Limited Partner in accordance with Section 11.3.

10. MEETINGS AND MEANS OF VOTING

     10.1 Meetings of the Partners. Meetings of the Partners may be called by the General Partner and shall be promptly called upon the written request of any one or more Limited Partners who own in the aggregate twenty percent (20%) or more of the aggregate Sharing Percentage in the Partnership. The notice of a meeting shall state the nature of the business to be transacted at such meeting, and actions taken at any such meeting shall be limited to those matters specified in the notice of the meeting. Notice of any meeting shall be given to all Partners not less than five (5) and not more than thirty (30) days prior to the date of the meeting. Partners may vote in person or by proxy at such meeting.

     Except as otherwise expressly provided in this Agreement or required by the express provisions of the Act (without regard to future amendment), the requisite vote of the Partners shall be the Approval of the Partners which shall control all decisions for which the vote of the Partners is required hereunder. Each Partner’s voting rights shall be the same as that Partner’s Sharing Percentage at the time of the vote. The presence of any Partner at a meeting shall constitute a waiver of notice of the meeting with respect to such Partner. The Partners may, at their election, participate in any regular or special meeting by means of conference

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telephone or similar communications equipment means of which all Persons participating in the meeting can hear each other. A Partner’s participation in a meeting pursuant to the preceding sentence shall constitute presence in person at such meeting for all purposes of this Agreement.

     10.2 Vote By Proxy. Each Limited Partner may authorize any Person to act on the Partner’s behalf by proxy on all matters in which a Limited Partner is entitled to participate, whether by waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Limited Partner authorizing such proxy or such Limited Partner’s attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months after the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Limited Partner executing it.

     10.3 Conduct of Meeting. Each meeting of Partners shall be conducted by the CEO or other individual designated by the General Partner. The meeting shall be conducted pursuant to such rules as may be adopted by the General Partner, or in the absence thereof, by the CEO or other individual designated by the General Partner for the conduct of the meeting.

     10.4 Action Without a Meeting. Notwithstanding anything to the contrary in this Agreement, any action that may be taken at a meeting of the Partners may be taken without a meeting if a consent in writing setting forth the action so taken is Approved by the Partners, which consent may be executed in multiple counterparts. In the event any action is taken pursuant to this Section 10.4, it shall not be necessary to comply with any notice or timing requirements set forth in Sections 10.1 or 10.2. Prompt written notice of the taking of action without a meeting shall be given to the Partners who have not consented in writing to such action.

     10.5 Closing of Transfer Record: Record Date. For the purpose of determining the Partners entitled to notice of or to vote at any meeting of Partners, any reconvening thereof, or to act by consent, the General Partner may provide that the transfer record shall be closed for at least ten (10) days immediately preceding such meeting (or such shorter time as may be reasonable in light of the period of the notice) or the first solicitation of consents in writing. If the transfer record is not closed and if no record date is fixed for determining the Partners entitled to notice of or to vote at a meeting of Partners or by consent, the date on which the notice of the meeting is mailed or the first written consent is received by the General Partner shall be the record date for such determination.

11. TRANSFER OF RIGHTS AND ADDITIONAL LIMITED PARTNERS

     11.1 Transfer by General Partner. The General Partner may withdraw from the Partnership or transfer, convey, sell or assign all or any part of its interest in the Partnership to any Person without the consent of the Limited Partners.

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     11.2 Transfers by Limited Partners. Except as otherwise set forth in this Article 11, a Limited Partner may not sell, assign, transfer, pledge or hypothecate all or any part of its interest in the Partnership without the prior consent of the General Partner. The General Partner in its sole discretion may withhold its consent to any transfer for which such consent is required with or without reasonable cause. If a Limited Partner receives the prior consent of the General Partner, it may sell its interest in the Partnership if the following conditions are satisfied:

     (a) The sale, transfer or assignment is with respect to one (1) or more Units;

     (b) The sale, transfer or assignment, when aggregated with any prior sales, transfers or assignments of Partnership interests, does not result in a sale or exchange within a twelve (12) month period of fifty percent (50%) or more of the total interests in the Partnership’s capital and profits within the meaning of Code Section 708(b);

     (c) The Limited Partner and its transferee execute, acknowledge and deliver to the General Partner such instruments of transfer and assignment with respect to such transaction as are in form and substance satisfactory to the General Partner;

     (d) Unless waived in writing by the General Partner, the Limited Partner delivers to the General Partner an opinion of counsel satisfactory to the General Partner, covering such securities and tax laws and other aspects of the proposed transfer as the General Partner may reasonably request;

     (e) The Limited Partner has furnished to the transferee a written statement showing the name and taxpayer identification number of the Partnership in such form and together with such other information as may be required under Section 6050K of the Code and the Regulations thereunder; and

     (f) The Limited Partner pays the Partnership a transfer fee that is sufficient to pay all reasonable expenses of the Partnership (which shall include any and all expenses of the General Partner and/or the Partnership) in connection with such transaction.

Any Limited Partner who thereafter sells, assigns or otherwise transfers all or any portion of his interest in the Partnership shall promptly notify the General Partner of such transfer and shall furnish to the General Partner the name and address of the transferee and such other information as may be required under Section 6050K of the Code and the Regulations thereunder.

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     11.3 Substituted Limited Partner. No Person taking or acquiring, by whatever means the interest of any Limited Partner in the Partnership, except as provided in Section 11.2 hereof, shall be admitted as a Substituted Limited Partner without the consent of the General Partner (which consent may not be unreasonably withheld) and unless such Person:

     (a) Elects to become a Substituted Limited Partner by delivering notice of such election to the Partnership;

     (b) Executes, acknowledges and delivers to the Partnership such other instruments as the General Partner may deem necessary or advisable to effect the admission of such Person as a Substituted Limited Partner, including, without limitation, the written acceptance and adoption by such Person of the provisions of this Agreement; and

     (c) Pays a transfer fee to the Partnership in an amount sufficient to cover all reasonable expenses connected with the admission of such Person as a Substituted Limited Partner.

     11.4 Basis Adjustment. Upon the transfer of all or part of an interest in the Partnership, at the request of the transferee of the interest the General Partner may, in its sole discretion, cause the Partnership to elect, pursuant to Section 754 of the Code or the corresponding provisions of subsequent law, to adjust the basis of the Partnership properties as provided by Sections 734 and 743 of the Code.

     11.5 Admission of Additional Limited Partners. The General Partner may issue limited partnership interests in the Partnership to raise capital for the Partnership or for such other purposes as may be determined appropriate to the General Partner, and may admit the purchasers of such limited partnership interests to the Partnership as Additional Limited Partners, which issuance shall comply with applicable securities laws. The General Partner will not permit any Person to become an Additional Limited Partner unless such Person certifies in writing to the General Partner that the Person agrees to be bound by the terms of this Agreement. The General Partner shall do all things necessary to comply with the Act and is authorized to do all things it deems to be necessary or advisable in connection with the Partnership for admitting any Additional Limited Partner, including, but not limited to, complying with any statute, rule, regulation or guideline issued by any federal, state or other governmental agency.

     11.6 Transfer Procedures. The General Partner shall establish a transfer procedure consistent with this Article 11 to ensure that all conditions precedent to the admission of a Substituted Limited Partner or Additional Limited Partner have been complied with, and the General Partner shall execute a certificate that such covenant has been complied with and shall, upon the written request of any Limited Partner, deliver to such Limited Partner a copy thereof.

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     11.7 Invalid Transfer. No transfer of an interest in the Partnership that is in violation of this Article 11 shall be valid or effective, and the Partnership shall not recognize any improper transfer for the purposes of making allocations, payments of profits, return of capital contributions or other distributions with respect to such Partnership interest, or part thereof. The Partnership may enforce the provisions of this Article 11 either directly or indirectly or through its agents by entering an appropriate stop transfer order on its books or otherwise refusing to register or transfer or permit the registration or transfer on its books of any proposed transfers not in accordance with this Article 11.

     11.8 Distributions and Allocations in Respect of a Transferred Ownership Interest. If any Partner sells, assigns or transfers any part of its interest in the Partnership during any accounting period in compliance with the provisions of this Article 11, Partnership income, gain, deductions and losses attributable to such interest for the respective period shall be divided and allocated between the transferor and the transferee by taking into account their varying interests during the applicable accounting period using any permissible method under Code Section 706(d), and the Regulations thereunder as determined by the General Partner. All Partnership distributions on or before the effective date of such transfer shall be made to the transferor, and all such Partnership distributions thereafter shall be made to the transferee. Solely for purposes of making Partnership tax allocations and distributions, the Partnership shall recognize a transfer on the day following the day of transfer. Neither the Partnership nor the General Partner shall incur any liability for making Partnership allocations and distributions in accordance with the provisions of this Section 11.8, whether or not the General Partner or the Partnership has knowledge of any transfer of any interest in the Partnership or part thereof where the transferee is not admitted as a Substituted Limited Partner.

     11.9 Additional Requirements of Sales: Requirements for Repurchase. The General Partner shall not admit any Person as a Limited Partner: if such admission would have the effect of: (i) causing the Partnership to be re-classified for federal income tax purposes as an association (taxable as a corporation under the Code); (ii) violating any Medicare or other health care law, rule or regulation; or (iii) violating applicable exemptions from securities registration and securities disclosure provisions under federal and state securities laws.

     11.10 Amendment to Exhibit A. The General Partner shall amend Exhibit A attached to this Agreement from time to time to reflect the admission of any additional or successor General Partner, Substituted Limited Partners or Additional Limited Partners, or the termination of any Partner’s interest in the Partnership.

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12. RIGHT TO LIQUIDATE OR PURCHASE PARTNERSHIP INTERESTS

     12.1 General Partner’s Right of First Refusal. Subject to the restrictions on transfer set forth in Article 11, if any Limited Partner receives or obtains an offer from a third-party to acquire in any manner all or any part of its interest in the Partnership, which offer the Limited Partner intends to accept, the Limited Partner shall promptly notify the General Partner in writing of the offer received, including the name of the offeror, the number of whole or partial Units offered to be purchased, the proposed purchase price and the other terms and conditions of the offer. The General Partner shall have the option for a period of thirty (30) days from the day it receives notice of such offer to purchase such Limited Partner’s interest in the Partnership on the same terms and conditions contained in the offer. The General Partner may exercise its option by notifying the Limited Partner proposing to sell prior to the end of such thirty (30) day period of its intent to exercise the option; otherwise the Limited Partner, in accordance with and subject to the provisions of Article 11, may convey or dispose of the part of the Partner’s interest in the Partnership that was the subject of the offer but only at the price, terms and conditions, and to the party specified in the offer notice to the General Partner. If terms and conditions more favorable to the proposed purchaser than, or in any material manner different from, those offered to the General Partner should be agreed to by the Limited Partner, the General Partner shall again have the option to purchase the selling Limited Partner’s interest in the Partnership which is subject to the more favorable or different purchase terms in accordance with this Section 12.1. The General Partner may assign the rights under this Section 12.1 to the Partnership, in which event, the Limited Partner’s interest may be liquidated (rather than purchased) by the Partnership. Neither the General Partner nor the Partnership shall be liable or accountable to any Limited Partner which attempts to transfer its interest in the Partnership for any loss, damage, expense, cost, or liability resulting from any General Partner’s exercise or failure to exercise the purchase option under this Section 12.1, delay in notifying the Limited Partner of any General Partner’s intention not to exercise the purchase option, or its enforcement of the requirements of this Section 12.1 in the event that it elects not to exercise the purchase option. The General Partner’s failure to exercise the purchase option or to indicate in writing that it is electing not to exercise the option shall not be deemed a consent of the General Partner to allow any third party transferee to become a Substituted Limited Partner, such consent being controlled by the provisions of Section 11.2.

13. DISSOLUTION

     13.1 Causes. Each Partner expressly waives any right which he or it might otherwise have to dissolve the Partnership except as set forth in this Article 13. The Partnership shall be dissolved upon the first to occur of the following:

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     (a) The Bankruptcy, dissolution or any other occurrence which would legally disqualify any General Partner from acting hereunder;

     (b) The Approval by the Partners of an instrument dissolving the Partnership;

     (c) The dissolution of the Partnership by judicial decree; or

     (d) The withdrawal of a General Partner from the Partnership; or

     (e) December 31, 2050.

     Nothing contained in this Section 13.1 is intended to grant to any Partner the right to dissolve the Partnership at will (by retirement, resignation, withdrawal or otherwise), or to exonerate any Partner from liability to the Partnership and the remaining Partners if it dissolves the Partnership at will. Any dissolution at will of the Partnership, including dissolution caused under Section 13.1(d), shall be in contravention of this Agreement for purposes of the Act. Dissolution of the Partnership under Section 13.1(c) shall not constitute a dissolution at will.

     13.2 Reconstitution. If the Partnership is dissolved as a result of an event described in Section 13.1 (a) or 13.1(d), the Partnership may be reconstituted and its business continued if, within ninety (90) days after the date of dissolution, all Limited Partners affirmatively elect to reconstitute the Partnership, agree on the identity of the new general partner or partners, and execute an instrument confirming such facts. If the Partnership is reconstituted, an amendment to this Agreement shall be executed and an amended Certificate of Limited Partnership filed of record.

     13.3 Interim General Partner. If the Partnership is dissolved as a result of an event described in Section 13.1(a) or 13.1(d) and no General Partner remains, those Partners who own Units representing a majority of the aggregate Sharing Percentage of all of the Partners may appoint an interim manager of the Partnership, who shall have and may exercise only the rights, powers and duties of a general partner necessary to preserve the Partnership assets, until (a) a general partner is elected under Section 13.2, if the Partnership is reconstituted; or (b) a Liquidator is appointed under Section 14.1, if the Partnership is not reconstituted. The interim manager shall not be liable as a general partner to the Limited Partners and shall, while acting in the capacity of interim manager on behalf of the Partnership, be entitled to the same indemnification rights as are set forth in Article 8. The interim manager appointed as provided herein shall be entitled to receive such reasonable compensation for its services as may be agreed upon by such interim manager and those Partners who appointed the interim manager.

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14. WINDING UP AND TERMINATION

     14.1 General. If the Partnership is dissolved and is not reconstituted, the General Partner (or in the event that the General Partner has withdrawn or is deemed to be in Bankruptcy a Liquidator or liquidating committee selected by those Partners who own at least sixty-seven percent (67%) of the aggregate Partners’ Sharing Percentage (excluding that owned by the General Partner)) shall commence to wind up the affairs of the Partnership and, unless a different plan is adopted by Approval of the Partners, to liquidate and sell the Partnership’s assets. The party or parties actually conducting such liquidation in accordance with the foregoing sentence, whether the General Partner, another General Partner, a Liquidator or a liquidating committee, is herein referred to as the “Liquidator.” The Liquidator (if other than the General Partner) shall have sufficient business expertise and competence to conduct the winding up and termination of the Partnership and, in the course thereof, to cause the Partnership to perform any contracts which the Partnership has or thereafter enters into. The Liquidator shall have full right and unlimited discretion to determine the time, manner and terms of any sale or sales of Partnership property under such liquidation, having due regard for the activity and condition of the relevant market and general financial and economic conditions. The Liquidator (if other than the General Partner) appointed as provided herein shall be entitled to receive such reasonable compensation for its services as shall be agreed upon by the Liquidator and those Partners who own at least sixty-seven percent (67%) of the aggregate Partners’ Sharing Percentage (excluding that owned by the General Partner or applicable General Partner). If the General Partner serves as the Liquidator, the General Partner shall not be entitled to receive any fee for carrying out the duties of the Liquidator. The Liquidator may resign at any time by giving fifteen (15) days prior written notice and may be removed at any time, with or without cause, by written notice of Partners who own at least sixty-seven percent (67%) of the aggregate Partners’ Sharing Percentage (excluding that owned by the General Partner or applicable General Partner). Upon the death, dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all the rights, powers and duties of the original Liquidator) will, within thirty (30) days thereafter, be appointed by those Limited Partners who own at least sixty-seven percent (67%) of the aggregate Partners’ Sharing Percentage, excluding that owned by the General Partner or applicable General Partner, evidenced by written appointment and acceptance. The right to appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to the Liquidator will be deemed to refer also to any such successor or substitute Liquidator appointed in the manner herein provided. The Liquidator shall have and may exercise, without further authorization or consent of any of the parties hereto or their legal representatives or successors in interest, all of the powers conferred upon the General Partner under the terms of this agreement to the extent necessary or desirable in the good faith judgment of the Liquidator to

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perform its duties and functions. The Liquidator (if other than a General Partner) shall not be liable as a general partner to the Limited Partners and shall, while acting in such capacity on behalf of the Partnership, be entitled to the indemnification rights set forth in Section 8.10.

     14.2 Court Appointment of Liquidator. If, within ninety (90) days following the date of dissolution or other time provided in Section 14.1, a Liquidator or successor Liquidator has not been appointed in the manner provided therein, any interested party shall have the right to make application to any United States Federal District Judge (in his individual and not judicial capacity) for the United States District Court of Louisiana for appointment of a Liquidator or successor Liquidator, and the Judge, acting as an individual and not in his judicial capacity, shall be fully authorized and empowered to appoint and designate a Liquidator or successor Liquidator who shall have all the powers, duties, rights and authority of the Liquidator herein provided.

     14.3 Liquidation. The Liquidator shall give all notices to creditors of the Partnership and shall make all publications required by the Act. In the course of winding up and terminating the business and affairs of the Partnership, the assets of the Partnership (other than cash) shall be sold, its liabilities and obligations to creditors, including any Partners who made loans to the Partnership as provided in Section 4.5 hereof, and all expenses incurred in its liquidation shall be paid, and all resulting items of Partnership income, gain, loss or deduction shall be credited or charged to the Capital Accounts of the Partners in accordance with Article 4. Thereafter, all Partnership assets shall be distributed among all Partners having positive Capital Account balances (as determined after giving effect to all adjustments attributable to allocations of items of profit and loss realized by the Partnership during the Fiscal Year in question (including items of profit and loss realized on the liquidation) and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution), pro rata in accordance with such positive Capital Account balances. This distribution shall be made no later than the end of the fiscal year during which the Partnership is liquidated (or, if later, ninety (90) days after the date on which the Partnership is liquidated). Upon the completion of the liquidation of the Partnership and the distribution of all the Partnership funds, the Partnership shall terminate and the General Partner (or the Liquidator, as the case may be) shall have the authority to execute and record all documents required to effectuate the dissolution and termination of the Partnership. In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the Partners may instead be distributed to a trust established for the benefit of the Partners for the purposes of liquidating Partnership property, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the Partners arising out of or in connection with the Partnership. The assets of any such trust shall be distributed to the Partners from time to time, in the reasonable discretion of the Liquidator, in the same proportions

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as the amount distributed to such trust by the Partnership would otherwise have been distributed to the Partners pursuant to this Agreement.

     14.4 Creation of Reserves. After making payment or provision for payment of all debts and liabilities of the Partnership and all expenses of liquidation, the Liquidator may set up such cash reserves as the Liquidator may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Partnership.

     14.5 Final Statement. Within a reasonable time following the completion of the liquidation, the Liquidator shall supply to each of the Partners a statement which shall set forth the assets and the liabilities of the Partnership as of the date of complete liquidation, each Partner’s pro rata portion of distributions under Section 14.3, and the amount retained as reserves by the Liquidator under Section 14.4.

15. POWER OF ATTORNEY

     15.1 General Partner as Attorney-in-Fact. Each Limited Partner hereby makes, constitutes, and appoints the General Partner, with full power of substitution and resubstitutions, its true and lawful attorney-in-fact for it and in its name, place, and stead and for its use and benefit to sign, execute, certify, acknowledge, swear to, file, and record (a) this Agreement and all agreements, certificates, instruments, and other documents amending or changing this Agreement as now or hereafter amended which the General Partner may deem necessary, desirable, or appropriate including, without limitation, to reflect (i) the valid exercise by the General Partner of any power granted to it under this Agreement; (ii) any amendments adopted by the Partners in accordance with the terms of this Agreement; (iii) the valid admission of any Substituted Limited Partner or Additional Limited Partner to the Partnership; or (iv) the valid disposition by any Limited Partner of its interest in the Partnership; and (b) any certificates, instruments, or documents as may be required by, or may be appropriate under, the laws of the State of Louisiana.

     15.2 Nature of Special Power. The power of attorney granted pursuant to this Article 15:

     (a) is a special power of attorney coupled with an interest and is irrevocable;

     (b) may be exercised by any such attorney-in-fact by listing the Limited Partners executing any agreement, certificate, instrument, or other document with the single signature of any such attorney-in-fact acting as attorney-in-fact for such Limited Partners; and

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     (c) shall survive the death, disability, legal incapacity, Bankruptcy, insolvency, dissolution, or cessation of existence of a Limited Partner and shall survive the delivery of an assignment by a Limited Partner of the whole or a portion of its interest in the Partnership, except that where the assignment is of such Limited Partner’s entire interest in the Partnership and the assignee, with the consent of the General Partner, is admitted as a Substituted Limited Partner, the power of attorney shall survive the delivery of such assignment for the sole purpose of enabling any such attorney-in-fact to effect such substitution.

16. MISCELLANEOUS

     16.1 Notices. All notices given pursuant to this Agreement shall be in writing and shall be deemed effective when personally delivered or when placed in the United States mail, registered or certified with return receipt requested, or when sent by prepaid telegram or facsimile followed by confirmatory letter. For purposes of notice, the addresses of the Partners shall be as stated under their names on the attached Exhibit A; provided, however, that each Partner shall have the right to change his address with notice hereunder to any other location by the giving of thirty (30) days notice to the General Partner in the manner set forth above.

     16.2 Governing Law. This Agreement shall be governed by and construed in accordance with the substantive federal laws of the United States and the laws of the State of Louisiana.

     16.3 Attorneys’ Fees. If any litigation is initiated by the Partnership against any Partner or by any Partner against another Partner or the Partnership relating to this Agreement or the subject matter hereof, the Person prevailing in such litigation shall be entitled to recover, in addition to all damages allowed by law and other relief, all court costs and reasonable attorneys’ fees incurred in connection therewith.

     16.4 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Partners, and their respective heirs, legal representatives, successors and permitted assigns; provided, however, that nothing contained herein shall negate or diminish the restrictions set forth in Articles 11 or 12 hereof.

     16.5 Construction. Every covenant, term, and provision of this Agreement shall be construed simply according to its fair meaning and not strictly for or against any Partner. The failure by any party to specifically enforce any term or provision hereof or any rights of such party hereunder shall not be construed as the waiver by that party of its rights hereunder. The waiver by any party of a breach or violation of any provision of this Agreement shall not operate as, or be construed to be, a waiver of any subsequent breach of the same or other provision hereof.

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16.6 Time. Time is of the essence with respect to this Agreement.

     16.7 Waiver of Partition. Notwithstanding any statute or principle of law to the contrary, each Partner hereby agrees that, during the term of the Partnership, he or it shall have no right (and hereby waives any right that he or it might otherwise have had) to cause any Partnership property to be partitioned and/or distributed in kind.

     16.8 Entire Agreement. This Agreement contains the entire agreement among the Partners relating to the subject matter hereof, and all prior agreements relative hereto which are not contained herein are terminated.

     16.9 Amendments. Except as otherwise expressly provided herein, amendments or modifications may be made to this Agreement only by setting forth such amendments or modifications in a document Approved by the Partners and any alleged amendment or modification herein which is not so documented shall not be effective as to any Partner. The General Partner may, without the consent of any other Partner, amend any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith to reflect:

     (a) a change in the name of the Partnership, a change in the location of the principal place of business of the Partnership, or a change in the registered office or the registered agent of the Partnership;

     (b) admission of a Limited Partner into the Partnership or termination of any Limited Partner’s interest in the Partnership in accordance with this Agreement;

     (c) qualification of the Partnership as a limited partnership under the laws of any state or that is necessary or advisable in the opinion of the General Partner to ensure that the Partnership will not be treated as an association taxable as a corporation for federal income tax purposes, provided, in either case, such action shall not adversely affect any Limited Partner;

     (d) a change (i) that is of an inconsequential nature and does not adversely affect the Partners in any material respect; (ii) that is necessary or desirable to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or contained in any federal or state statute, compliance with any of which the General Partner deems to be in the best interest of the Partnership and the Limited Partners; or (iii) that is required or contemplated by this Agreement;

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     (e) an addition to the representations, duties, or obligations of the General Partner; or

     (f) a change to any provision in this Agreement required to be so changed by the staff of the Securities and Exchange Commission or other federal agency or by a State Securities Commissioner or similar official, which change is deemed by such commission, agency or official to be for the benefit or protection of the Partners.

However, no amendment or modification which disproportionately affects the interest of any Partner in the capital, Profits or Losses of, or distributions or allocations with respect to, the Partnership shall be effective as to any Partner unless the same has been set forth in a document duly executed by such Partner.

     16.10 Severability. This Agreement is intended to be performed in accordance with, and only to the extent permitted by, all applicable laws, ordinances, rules and regulations. If any provision of this Agreement or the application thereof to any Person or circumstance shall, for any reason and to any extent, be invalid or unenforceable, but the extent of such invalidity or unenforceability does not destroy the basis of the bargain among the Partners as expressed herein, the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected thereby, but rather shall be enforced to the greatest extent permitted by law.

     16.11 Gender and Number. Whenever required by the context, as used in this Agreement, the singular number shall include the plural and the neuter shall include the masculine or feminine gender, and vice versa.

     16.12 Exhibits. Each Exhibit to this Agreement is incorporated herein for all purposes.

     16.13 Additional Documents. Each Partner, upon the request of the General Partner, agrees to perform all further acts and execute, acknowledge and deliver any documents that may be reasonably necessary, appropriate or desirable to carry out the provisions of this Agreement.

     16.14 Section Headings. The section headings appearing in this Agreement are for convenience of reference only and are not intended, to any extent or for any purpose, to limit or define the text of any section.

     16.15 Counterparts. This Agreement may be executed in counterparts, each of which shall be an original but all of which shall constitute but one document.

     IN WITNESS WHEREOF, the Partners have executed this Agreement as of April 19, 1999.

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GENERAL PARTNER: PHC-DOCTORS’ HOSPITAL, INC.
By: Name:	/s/ Howard T. Wall  Howard T. Wall
Title:	Vice President/Secretary
LIMITED PARTNER:
PHC-LOUISIANA, INC.
By: Name:	/s/ Howard T. Wall  Howard T. Wall
Title:	Vice President/Secretary

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EXHIBIT A

	Capital
	Contribution	Units
GENERAL PARTNER
PHC-Doctors’ Hospital, Inc. 105 Westwood Place, Suite 400 Brentwood, Tennessee 37027 Attention: Chief Executive Officer	$		1
LIMITED PARTNER
PHC-Louisiana, Inc. 105 Westwood Place, Suite 400 Brentwood, Tennessee 37027 Attention: Chief Executive Officer	$		99

AGREEMENT OF LIMITED PARTNERSHIP
OF
PHC-OPELOUSAS, L.P.

Exhibit B

ALLOCATIONS OF PROFIT AND LOSS
AND OTHER TAX MATTERS

AGREEMENT OF LIMITED PARTNERSHIP
OF
PHC-OPELOUSAS, L.P.

Exhibit B

TABLE OF CONTENTS

	Page
ARTICLE I DEFINITIONS		1
Section 1.1 Definitions		1
ARTICLE II SECTION 704 CAPITAL ACCOUNTS		6
Section 2.1 Section 704 Capital Accounts		6
ARTICLE III ALLOCATIONS OF PROFIT AND LOSS		7
Section 3.1 Allocation Of Book Items		7
Section 3.2 Allocation Of Tax Items		10
Section 3.3 Allocations Of Profit And Loss And Distributions In Respect Of Interests Transferred		11

ARTICLE I

DEFINITIONS

     Section 1.1 Definitions. All capitalized terms used herein shall have the meanings assigned to them in the Agreement of Limited Partnership of PHC-Opelousas, L.P. (the “Agreement”). Notwithstanding the foregoing, the following defined terms shall, in the Agreement, have the meaning given in this Exhibit B:

     (a) Adjusted Net Income Or Loss.

     “Adjusted Net Income Or Loss” for any Fiscal Year (or portion thereof) shall mean the excess (or deficit) of (x) the Gross Income for such period (not including Gross Income (if any) allocated during such period pursuant to Sections 3.1(a), 3.1(b) and 3.1(c) hereof) over (y) the Deductible Expenses for such period (not including Deductible Expenses (if any) allocated during such period pursuant to Sections 3.1(d) and 3.l(e) hereof) with the following modifications:

     (i) Any item of Partnership profit that is exempt from federal income tax and not otherwise taken into account in computing Adjusted Net Income Or Loss pursuant to this Section 1.1(a) shall be treated as additional Gross Income and, if not otherwise allocated pursuant to Section 3.1(a), 3.1(b) or 3.1(c) hereof, added to the amount otherwise calculated as Adjusted Net Income Or Loss under this Section 1.1(a); and

     (ii) Any Partnership expenditure that is described in section 705(a)(2)(B) of the Code (relating to Partnership expenditures that are not deductible for federal income tax purposes in computing taxable income and not properly chargeable to capital) or treated as section 705(a)(2)(B) expenditures pursuant to Regulation Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Adjusted Net Income Or Loss pursuant to this Section 1.1(a) shall be treated as an additional Deductible Expense and, if not otherwise allocated pursuant to Section 3.1(d) or 3.1(e) hereof, subtracted from the amount otherwise calculated as Adjusted Net Income Or Loss under this Section 1.1(a).

     (b) Agreed Value.

     The “Agreed Value” of any property contributed to the capital of the Partnership shall mean the fair market value of such property at the time of contribution as agreed to in writing by the Partners without regard to the requirement of Section 7701(g) of the Code that the value be determined without regard to the amount of Nonrecourse Liabilities to which such property is subject.

     (c) Book Basis.

     The initial “Book Basis” of any Partnership property shall be equal to the Partnership’s initial adjusted tax basis in such property; provided, however, that the initial “Book Basis” of any Partnership property contributed to the capital of the Partnership shall be equal to the Agreed Value of such property. Effective immediately after giving effect to the allocations of profit and loss, as computed for book purposes for each Fiscal Year, under Section 3.1 hereof, the Book Basis of each Partnership property shall be adjusted downward by the amount of Book Depreciation allowable to the Partnership for such Fiscal Year with respect to such property. In addition, effective immediately prior to any Revaluation Event, the Book Basis of each Partnership property shall be further adjusted upward or downward, as necessary, so as to equal the Agreed Value of such property at the time of such Revaluation Event.

     (d) Book Depreciation.

     The amount of “Book Depreciation” allowable to the Partnership for any Fiscal Year with respect to any Partnership property shall be equal to the product of the amount of Tax Depreciation allowable to the Partnership for such year with respect to such property, multiplied by a fraction, the numerator of which is the property’s Book Basis as of the beginning of such year (or the date of acquisition if the property is acquired during such year) and the denominator of which is the property’s adjusted tax basis as of the beginning of such year (or the date of acquisition if the property is acquired during such year). If the denominator of the fraction described above is equal to zero, the amount of “Book Depreciation” allowable to the Partnership for any Fiscal Year with respect to the Partnership property in question shall be determined under any reasonable method selected by the General Partner.

     (e) Book Gain Or Loss.

     “Book Gain Or Loss” realized by the Partnership in connection with the disposition of any Partnership property shall mean the excess (or deficit) of the amount realized by the Partnership in connection with such disposition, as determined under Section 1001 of the Code, over the Book Basis of such property at the time of the disposition.

     (f) Book/Tax Disparity Property.

     “Book/Tax Disparity Property” shall mean any Partnership property that has a Book Basis which is different from its adjusted tax basis to the Partnership. Thus, any property that is contributed to the capital of the Partnership by a Partner shall be a “Book/Tax Disparity Property” if its Agreed Value is not equal to the Partnership’s initial tax basis in the property. In addition, once the Book Basis of a Partnership property is adjusted in connection with a Revaluation Event to an

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amount other than its adjusted tax basis to the Partnership, the property shall thereafter be a “Book/Tax Disparity Property.”

     (g) Capital Accounts.

     “Capital Account” shall have the meaning assigned to such term in Section 4.3 of the Agreement.

     (h) Capital Transaction.

     “Capital Transaction” shall mean any transaction pursuant to which the Partnership borrows funds, all or part of the Partnership’s properties are sold, condemned, exchanged, abandoned, or otherwise disposed of, insurance proceeds or other damages are recovered by the Partnership, or any other transaction which, in accordance with generally accepted accounting principles, is considered capital in nature (including, without limitation, any transaction that is entered into in connection with, or results in, the Liquidation of the Partnership).

     (i) Deductible Expenses.

     “Deductible Expenses” for any Fiscal Year (or portion thereof) shall mean all items, as calculated for book purposes, which are allowable as deductions to the Partnership for such period under Federal income tax accounting principles (including Book Depreciation but excluding any expense or deduction attributable to a Capital Transaction).

     (j) Economic Risk Of Loss.

     “Economic Risk Of Loss” borne by any Partner for any Partnership liability shall mean the aggregate amount of economic risk of loss that such Partner and all Related Persons to such Partner are treated as bearing with respect to such liability pursuant to Section 1.752-2 of the Regulations.

     (k) Gross Income.

     “Gross Income” for any Fiscal Year (or portion thereof) shall mean the gross income derived by the Partnership from all sources (other than from capital contributions and loans to the Partnership and other than from a Capital Transaction) during such period, as calculated for book purposes in accordance with Federal income tax accounting principles.

     (l) Liquidation.

     (i) “Liquidation” of a Partner’s Unit or other interest in the Partnership shall mean and be deemed to occur upon the earlier of the date upon which the Partnership is terminated under Section 708(b)(1)(A) of the Code, the date upon which the Partnership ceases to

3

be a going concern (even though it may continue in existence for the limited purpose of winding up its affairs, paying its debts, and distributing any remaining Partnership properties to the Partners), or the date upon which there is a liquidation of the Partner’s Unit or other interest in the Partnership (but the Partnership is not terminated) under Section 1.761-l(d) of the Regulations.

     (ii) “Liquidation” of the Partnership shall mean and be deemed to occur upon the earlier of the date upon which the Partnership is terminated under Section 708(b)(1)(A) of the Code, or the date upon which the Partnership ceases to be a going concern (even though it may continue in existence for the limited purpose of winding up its affairs, paying its debts, and distributing any remaining Partnership properties to the Partners).

     (m) Modified 752 Share Of Recourse Debt.

     “Modified 752 Share of Recourse Debt” of any Partner shall mean, as of any date, the Economic Risk Of Loss borne by such Partner with respect to Recourse Debt of the Partnership (determined, as of the date in question, by assuming for purposes of Section 1.752-2 of the Regulations, that the Partnership constructively liquidates on such date within the meaning of Section 1.752-2 of the Regulations except that all Partnership properties shall be deemed thereunder to be transferred in fully taxable exchanges for an aggregate amount of cash consideration equal to their respective Book Bases and such consideration shall be deemed thereunder to be used, in the appropriate order of priority, in full or partial satisfaction of all Partnership liabilities).

     (n) Nonrecourse Deductions.

     “Nonrecourse Deductions” shall mean any and all items of Book Depreciation and other Deductible Expenses that are treated as “nonrecourse deductions” under Section 1.704-2(c) of the Regulations.

     (o) Nonrecourse Liability.

     “Nonrecourse Liability” shall mean any Partnership liability treated as a “nonrecourse liability” under Section 1.704-2(b)(3) of the Regulations. Subject to the foregoing sentence, “Nonrecourse Liability” shall mean any Partnership liability (or portion thereof) for which no Partner bears the Economic Risk Of Loss.

     (p) Partner Nonrecourse Debt Minimum Gain.

     “Partner Nonrecourse Debt Minimum Gain” shall mean the amount of “minimum gain” that is computed in accordance with the principles of Section 1.704-2(i) of the Regulations. A Partner’s share of such “Partner Nonrecourse Debt

4

Minimum Gain” shall be calculated in accordance with the provisions of Section 1.704-2(i) (5) of the Regulations.

     (q) Partner Nonrecourse Debt.

     “Partner Nonrecourse Debt” shall mean any Partnership liability that is treated as a “partner nonrecourse debt” under Section 1.704-2(b)(4) of the Regulations.

     (r) Partner Nonrecourse Deductions.

     “Partner Nonrecourse Deductions” shall mean any and all items of Book Depreciation and other Deductible Expenses that are treated as “partner nonrecourse deductions” under Section 1.704-2(i) of the Regulations.

     (s) Partnership Minimum Gain.

     “Partnership Minimum Gain” shall mean the amount of Partnership “minimum gain” that is computed in accordance with the principles of Section 1.704-2(d)(1) of the Regulations. A Partner’s share of such “Partnership Minimum Gain” shall be calculated in accordance with the provisions of Section 1.704-2(g) of the Regulations.

     (t) Recourse Debt.

     “Recourse Debt” shall mean any Partnership liability (or portion thereof) that is neither a Nonrecourse Liability nor a Partner Nonrecourse Debt. Such term is to be interpreted in accordance with Section 1.752-1(a)(1) of the Regulations.

     (u) Related Person.

     “Related Person” shall mean, as to any Partner, any person who is related to such Partner within the meaning of Section 1.752-4(b) of the Regulations.

     (v) Revaluation Event.

     “Revaluation Event” shall mean any of the following occurrences: 1) the contribution of money or other property (other than a de minimis amount) by a new or existing Partner to the capital of the Partnership as consideration for the issuance of an additional Unit or other interest in the Partnership; or 2) the distribution of money or other property (other than a de minimis amount) by the Partnership to a retiring or continuing Partner as consideration for a Unit or other interest in the Partnership. Provided, however, that the occurrence of an event described in clause (1) or (2) above shall not constitute a Revaluation Event if the General Partner reasonably determines that it is not necessary to adjust the Book Bases of the Partnership’s assets or the Partners’ Capital Accounts in connection with the occurrence of any such event.

5

     (w) Section 704 Capital Account.

     “Section 704 Capital Account” shall have the meaning assigned to such term in Section 2.1 hereof.

     (x) Tax Depreciation.

     “Tax Depreciation” for any Fiscal Year shall mean the amount of depreciation, cost recovery, or other amortization deduction allowable to the Partnership for federal income tax purposes for such year.

     (y) Tax Items.

     “Tax Items” shall mean, with respect to any property, all items of income, expense, gain and loss (including Tax Depreciation) recognized by or allowable to the Partnership with respect to such property, as computed for federal income tax purposes.

     (z) Unrealized Book Gain Or Loss.

     “Unrealized Book Gain Or Loss” with respect to any Partnership property shall mean the excess (or deficit) of the fair market value of such property, as agreed to in writing by the Partners taking the requirement of Section 7701(g) of the Code into account that such value shall not be agreed to be less than the amount of Nonrecourse Liabilities to which such property is subject, over the Book Basis of such property.

ARTICLE II

SECTION 704 CAPITAL ACCOUNTS

     Section 2.1 Section 704 Capital Accounts.

     A “Section 704 Capital Account” shall be determined and maintained for each Partner throughout the full term of the Agreement. The balance of a Partner’s Section 704 Capital Account shall be equal to such Partner’s Capital Account balance (as determined after giving effect to all adjustments attributable to allocations of items of profit and loss realized by the Partnership, and all adjustments attributable to contributions and distributions of money and property effected, on or before the effective date of such determination), modified as follows:

     (a) Increased by the amount (if any) that such Partner is treated as being obligated to contribute to the capital of the Partnership to restore a deficit (as determined under Section 1.704-1 (b)(2)(ii)(c) of the Regulations);

     (b) Decreased by the amount (if any) of cash that reasonably is expected to be distributed to such Partner pursuant to Article 6 of the

6

Agreement, but only to the extent that the amount thereof exceeds any offsetting increase to such Partner’s Section 704 Capital Account that reasonably is expected to occur during (or prior to) the Fiscal Year during which such distributions are reasonably expected to be made (as determined under section 1.704-1(b)(2)(ii)(d) of the Regulations);

     (c) Decreased by the items (if any) of the Partnership’s loss that are reasonably expected to be allocated to such Partner pursuant to Section 704(e) (2) or 706(d) of the Code, and Section 1.751 -1 (b)(2)(ii) of the Regulations (as determined under Section 1.704-1(b) (2) (ii) (d) of the Regulations);

     (d) Increased by the amount (if any) of such Partner’s share of Partnership Minimum Gain; and

     (e) Increased by the amount (if any) of such Partner’s share of Partner Nonrecourse Debt Minimum Gain.

ARTICLE III

ALLOCATIONS OF PROFIT AND LOSS

     Section 3.1 Allocation Of Book Items.

     Subject to the provisions of Sections 3.2 and 3.3, all items of profit and loss realized by the Partnership during each fiscal year shall be allocated among the Partners (after giving effect to all adjustments attributable to all contributions and distributions of money and property effected during such year) in the manner prescribed in this Section 3.1.

     (a) Pursuant to Section 1.704-2(f) of the Regulations (relating to minimum gain chargebacks), if there is a net decrease in Partnership Minimum Gain for such year (or if there was a net decrease in Partnership Minimum Gain for a prior fiscal year and the Partnership did not have sufficient amounts of Gross Income and Book Gain during prior years to allocate among the Partners under this Section 3.1), then items of Gross Income and Book Gain shall be allocated, before any other allocation is made pursuant to the succeeding provisions of this Section 3.1 for such year, to each Partner in an amount equal to such Partner’s share of the net decrease in such Partnership Minimum Gain (as determined under Section 1 .704-2(g)(2) of the Regulations).

     (b) Pursuant to Section 1.704-2(i)(4) of the Regulations (relating to minimum gain chargebacks), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain with respect to a Partner Nonrecourse Debt for such year (or if there was a net decrease in such Partner

7

Nonrecourse Debt Minimum Gain for a prior fiscal year and the Partnership did not have sufficient amounts of Gross Income and Book Gain during prior years to allocate among the Partners under this Section 3.1(b)), then items of Gross Income and Book Gain shall be allocated, before any other allocation is made pursuant to the succeeding provisions of this Section 3.1 for such year, to each Partner with a share of such Partner Nonrecourse Debt Minimum Gain as of the first day of such year in an amount equal to such Partner’s share of the net decrease in such Partner Nonrecourse Debt Minimum Gain.

     (c) Pursuant to Section 1.704-1(b)(2)(ii)(d)(3) of the Regulations (relating to “qualified income offsets”), Partnership Gross Income and Book Gain shall be allocated, before any other allocation is made pursuant to the succeeding provisions of this Section 3.1 for such year, among the Partners with deficit balances in their Section 704 Capital Accounts (as determined after giving effect to all adjustments attributable to the allocations provided for in Sections 3.1(a) and 3.1(b) hereof but before giving effect to any adjustment attributable to other allocations provided for in succeeding provisions of this Section 3.1) in the amounts and manner sufficient to eliminate such deficit balances as quickly as possible.

     (d) All Partner Nonrecourse Deductions attributable to Partner Nonrecourse Debt shall be allocated to the Partner bearing the Economic Risk Of Loss for such debt; provided, however, that if more than one Partner bears the Economic Risk Of Loss for such debt, the Partner Nonrecourse Deductions attributable to such debt shall be allocated to and among such Partners, pro rata in the same proportion that their Economic Risks Of Loss bear to one another.

     (e) All Nonrecourse Deductions shall be allocated among the Partners, pro rata in accordance with their respective Sharing Percentages, as determined under the Agreement.

     (f) Any Adjusted Net Income realized by the Partnership for such year and, except as otherwise provided in Section 3.1(h) hereof, any Book Gain derived from a Capital Transaction occurring during such year and not allocated pursuant to Sections 3.1(a), 3.1(b), and 3.1(c) hereof, shall be allocated among the Partners, as necessary, so as to cause the balances in their respective Section 704 Capital Accounts to be in the same ratio to one another as are their Sharing Percentages, and all remaining amounts of Adjusted Net Income and Book Gain shall be allocated to the Partners pro rata in accordance with their respective Sharing Percentages.

     (g) Any Adjusted Net Loss realized by the Partnership for such year and, except as otherwise provided in Section 3.1(h) hereof, any Book Loss derived from a Capital Transaction occurring during such year and not

8

allocated pursuant to Sections 3.1(a), 3.1(b) and 3.1(c) hereof, shall be allocated among the Partners, as necessary, so as to cause the balances in their respective Section 704 Capital Accounts to be in the same ratio to one another as are their Sharing Percentages, and remaining amounts of Adjusted Net Loss and Book Loss shall be allocated to the Partners pro rata in accordance with their respective Sharing Percentages.

     (h) Book Gain Or Loss derived from a Capital Transaction that is entered into in connection with, or results in, the Liquidation of the Partnership shall be allocated among the Partners, after giving effect to all adjustments attributable to allocations of items of Partnership profit and loss made pursuant to the preceding provisions of this Section 3.1 for such year and after giving effect to all adjustments attributable to contributions and distributions or money and property effected prior to such determination, as follows:

     (i) Book Gain remaining after the allocations provided for in Sections 3.1(a), 3.1(b), and 3.1(c) hereof shall be allocated in the following order of priority:

     (A) Book Gain equal to the deficit balance (if any) in each Partner’s Capital Account shall be allocated to such Partner;

     (B) An amount of Book Gain shall be allocated among the Partners to the least extent necessary to cause their positive Capital Account balances to equal their respective Sharing Percentages;

     (C) All remaining amounts of Book Gain shall be allocated among the Partners pro rata in accordance with their respective Sharing Percentages.

     (ii) Book Loss (if any) shall be allocated in the following order of priority:

     (A) Book Loss shall be allocated to the Partners to the least extent necessary to cause the positive balances in their Capital Accounts to be in the same proportion to one another as are their respective Sharing Percentages;

     (B) Amounts of Book Loss shall be allocated among all of the Partners pro rata in accordance with their respective Sharing Percentages until the Capital Account balance of each Partner equals zero;

9

     (C) Any remaining Book Loss shall be allocated to the General Partner.

     (i) The parties intend that the foregoing allocation provisions of this Section 3.1 shall produce Capital Account balances of the Partners which will permit liquidating distributions that are made in accordance with final Capital Account balances under Section 14.3 of the Agreement, to be made to the Partners pro rata in accordance with their respective Sharing Percentages. To the extent that the tax allocation provisions of this Section 3.1 would fail to cause the Partners’ final Capital Account balances to be in such ratio, (i) such provisions shall be amended by the Partners if and to the extent necessary to produce such result and (ii) taxable income and taxable loss of the Partnership for prior open years (or items of Gross Income and Deductible Expenses of the Partnership for such years) shall be reallocated among the Partners to the extent it is not possible to achieve such result with allocations of items of income (including Gross Income) and Deductible Expenses for the current year and future years. This Section 3.01(i) shall control notwithstanding any reallocation or adjustment of taxable income, taxable loss, or items thereof by the Internal Revenue Service or any other taxing authority.

     Section 3.2 Allocation Of Tax Items.

     (a) Except as otherwise provided in the succeeding provisions of this Section 3.2, each Tax Item shall be allocated among the Partners in the same manner as each correlative item of profit or loss, as calculated for book purposes, is allocated pursuant to the provisions of Section 3.1 hereof.

     (b) The Partners hereby acknowledge that all Tax Items in respect of any Book/Tax Disparity Property owned by the Partnership are required to be allocated among the Partners in the same manner as under section 704(c) of the Code (as specified in Section 1.704-1(b)(2)(iv)(g) of the Regulations) and that the principles of Section 704(c) of the Code require that such Tax Items must be shared among the Partners so as to take account of the variation between the adjusted tax basis and Book Basis of each such Book/Tax Disparity Property. Thus, notwithstanding anything in Section 3.1 or 3.2(a) hereof to the contrary, the Partners’ distributive shares of Tax Items in respect of each Book/Tax Disparity Property shall be separately determined and allocated among the Partners in accordance with the principles of Section 704(c) of the Code. For purposes of making tax allocations pursuant to Section 704(c) of the Code, including allocations pursuant to Section 1.704-1 (b)(2)(iv)(f), if a Revaluation Event occurs, the General Partner, upon recommendation of the General Partner, shall determine the method or methods to be used by the Partnership.

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     Section 3.3 Allocations Of Profit And Loss And Distributions In Respect Of Interests Transferred.

     (a) If any Unit or other interest in the Partnership is transferred, or is increased or decreased by reason of the admission of a new Partner or otherwise, during any Fiscal Year, each item of Adjusted Net Income Or Loss, Book Gain Or Loss, and other Partnership profit and loss for such year shall be divided and allocated among the Partners in question by taking account of their varying interests in the Partnership during such year on a daily, monthly, or other basis, as determined by the General Partner, using any permissible method under Section 706 of the Code and the Regulations thereunder.

     (b) Distributions of Partnership properties in respect of a Unit or other interest in the Partnership shall be made only to the persons or entities who, according to the Partnership’s books and records, are the holders of record of the Units or other interests in the Partnership in respect of which such distributions are made on the actual date of distribution. Neither the Partnership nor the General Partner shall incur any liability for making distributions in accordance with the provisions of the preceding sentence, whether or not the Partnership or the General Partner has knowledge or notice of any transfer or purported transfer of ownership of any unit or other interest in the Partnership.

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AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP
OF
PHC-OPELOUSAS, L.P.

     Pursuant to Section 3404 of the Louisiana Civil Code of 1870, this undersigned parties being all of the partners (the “Partners”) of PHC-Opelousas, L.P. (the “Limited Partnership”), a Louisiana limited partnership formed pursuant to the provisions of Article 2836 et. seq. of the Louisiana Civil Code of 1870, as amended and reenacted (the “Act”), hereby agree as follows:

		Percent			Capital
	Name and Address	Ownership			Contribution
General Partner:	PHC-Doctors’ Hospital, Inc.		1	%	$	1.00
	a Louisiana corporation
	105 Westwood Place, Suite 400
	Brentwood, Tennessee 37027
Limited Partner:	PHC-Louisiana, Inc.		99	%	$	99.00
	a Louisiana corporation
	105 Westwood Place, Suite 400
	Brentwood, Tennessee 37027

     Each Partner made its contribution to capital in cash at the time it executed the Articles of Limited Partnership, dated April 19, 1999, which these articles hereby amend and restate in their entirety. Neither Partner shall be required to make any additional contribution of capital to the Limited Partnership, although the Partners may from time to time agree to make additional contributions to the Limited Partnership.

     The Limited Partnership may engage in any lawful business permitted by the Act, including without limitation, acquiring, owning, operating, selling, leasing, and otherwise dealing with hospitals and other healthcare businesses.

     The address of the registered and principal office of the Limited Partnership is 3972 I-49 South Service Road, Opelousas, Louisiana 70570 and the name and address of the registered agent for service of process on the Limited Partnership in the State of Louisiana is National Registered Agents, Inc., 3500 Highway 190, Mandeville, Louisiana 70471-3124.

     The Limited Partnership shall be terminated and dissolved upon the earlier of (i) the mutual agreement of the Partners or (ii) December 31, 2050. After payment of all obligations and other liabilities as provided in the Act, notwithstanding any provision to the contrary in this Agreement, all remaining Limited Partnership assets shall be distributed to the Partners in accordance with their positive ending capital account balances in compliance with Treasury Regulation Section 1.704-1(b)(2)(ii)(b)(2). No Partner shall have the obligation to another Partner, the Limited

1

Partnership, or third party to restore a negative capital account balance during the existence or upon termination of the Limited Partnership.

     A capital account for each Partner shall be established, maintained and adjusted in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv), including any optional adjustments under Treasury Regulation Section 1.704-1(b)(2)(iv)(f) that the General Partner believes are necessary to reflect the economic interests of the Partners and, if applicable, the adjustments required under Treasury Regulation Section 1.704-1(b)(2)(iv)(g).

     All distributions and, after giving effect to the special allocations in the following paragraph, all allocations of income, gins, losses and credits shall be made in accordance with the Percent Ownership of each Partner. No allocation of loss or deduction will be made to a Partner that would create an impermissible capital account balance as computed under Treasury Regulations Section 1.704-1(b)(2)(ii)(d).

     This Agreement contains, and the Partners shall comply with the “qualified income offset” provision of Treasury Regulations Section 1.704-1(b)(2)(ii)(d), the minimum gain chargeback provisions and provisions relating to the special allocation of nonrecourse deductions of Treasury Regulations Section 1.704-2. The allocations contained in this paragraph shall be defined, interpreted and made in accordance with the applicable Treasury Regulations.

     Income, gain, loss and deduction as computed for income tax purposes with respect to Limited Partnership property subject to Internal Revenue Code Section 704(c) and/or Treasury Regulations Section 1.704-1(b)(2)(iv)(f) shall be allocated in accordance with said Internal Revenue Code Section and/or Treasury Regulations Section 1.704-1(b)(4)(i), as the case may be, using any reasonable method permitted in Treasury Regulations Section 1.704-3 that is selected by the General Partner. Allocations made pursuant to this paragraph shall not affect the capital accounts of the Partners.

     The General Partner shall have the exclusive right and full power and authority to manage, control, conduct and operate the business of the Partnership, and may take any and all action without the consent of the Limited Partner. The General Partner shall maintain all books and records required by the Act to be maintained at the address specified above or at any other office designated by the General Partner. The General Partner shall make available at its principal office at the address specified above in the State of Tennessee such books and records of the Limited Partnership as are required pursuant to the Act. The General Partner shall have the right to designate a different registered agent and/or registered office for the Limited Partnership by complying with any requirements pursuant to the Act.

     The Limited Partnership shall indemnify and hold harmless the General Partner, and its members, managers, employees, agents and representatives and the officers, directors, employees agents and representatives of its members to the fullest extent permitted by the Act.

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     The Partners hereby agree that all other terms of the Limited Partnership be controlled and interpreted in accordance with the Act.

     EXECUTED effective as of May 24, 1999.

	GENERAL PARTNER:
WITNESSES:	PHC-Doctors’ Hospital, Inc., a Louisiana corporation
/s/ ILLEGIBLE
/s/ ILLEGIBLE	By:	/s/ Howard T. Wall
	Title: Vice President

STATE OF TENNESSEE	)
	) SS.:
COUNTY OF Williamson	)

          On this 24^th day of May, 1999, before me, the subscriber, a Notary Public duly appointed to take proof and acknowledgment of deeds and other instruments, came Howard wall, to me personally known to be the individual described in and who signed the preceding Articles of Limited Partnership, and who duly acknowledged to me, the signing of the same, and being by me duly sworn deposeth and saith that he signed the foregoing Articles of Limited Partnership in the capacity set forth under his signature.

          IN TESTIMONY WHEREOF, I hereunto set my name and affix my official seal at         , May 24^th the day and year first above written.

     Sharon Tollent Notary Public

(SEAL)

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WITNESSES:	LIMITED PARTNER:
	PHC-Louisiana, Inc. a Louisiana corporation
/s/ ILLEGIBLE
/s/ ILLEGIBLE	By:	/s/ Howard T. Wall
	Title: Vice President

STATE OF TENNESSEE	)
	) SS.:
COUNTY OF Williamson	)

          On this 24^th day of May, 1999, before me, the subscriber, a Notary Public duly appointed to take proof and acknowledgment of deeds and other instruments, came  Howard Wall, to me personally known to be the individual described in and who signed the preceding Articles of Limited Partnership, and who duly acknowledged to me, the signing of the same, and being by me duly sworn deposeth and saith that he signed the foregoing Articles of Limited Partnership in the capacity set forth under his signature.

          IN TESTIMONY WHEREOF, I hereunto set my name and affix my official seal at         , May 24^th, the day and year first above written.

     Sharon Tollent Notary Public

(SEAL)

4

EX-3.286

Exhibit 3.286

FOX MCKEITHEN

Secretary of State

Received & Filed

DATE MAY 25 1999

AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP
OF
PHC-OPELOUSAS, L.P.

     Pursuant to Section 3404 of the Louisiana Civil Code of 1870, this undersigned parties being all of the partners (the “Partners”) of PHC-Opelousas, L.P. (the “Limited Partnership”), a Louisiana limited partnership formed pursuant to the provisions of Article 2836 et. seq. of the Louisiana Civil Code of 1870, as amended and reenacted (the “Act”), hereby agree as follows:

		Percent			Capital
	Name and Address	Ownership			Contribution
General Partner:	PHC-Doctors’ Hospital, Inc.		1	%	$	1.00
	a Louisiana corporation
	105 Westwood Place, Suite 400
	Brentwood, Tennessee 37027
Limited Partner:	PHC-Louisiana, Inc.		99	%	$	99.00
	a Louisiana corporation
	105 Westwood Place, Suite 400
	Brentwood, Tennessee 37027

     Each Partner made its contribution to capital in cash at the time it executed the Articles of Limited Partnership, dated April 19, 1999, which these articles hereby amend and restate in their entirety. Neither Partner shall be required to make any additional contribution of capital to the Limited Partnership, although the Partners may from time to time agree to make additional contributions to the Limited Partnership.

     The Limited Partnership may engage in any lawful business permitted by the Act, including without limitation, acquiring, owning, operating, selling, leasing, and otherwise dealing with hospitals and other healthcare businesses.

     The address of the registered and principal office of the Limited Partnership is 3972 1-49 South Service Road, Opelousas, Louisiana 70570 and the name and address of the registered agent for service of process on the Limited Partnership in the State of Louisiana is National Registered Agents, Inc., 3500 Highway 190, Mandeville, Louisiana 70471-3124.

     The Limited Partnership shall be terminated and dissolved upon the earlier of (i) the mutual agreement of the Partners or (ii) December 31, 2050. After payment of all obligations and other liabilities as provided in the Act, notwithstanding any provision to the contrary in this Agreement, all remaining Limited Partnership assets shall be distributed to the Partners in accordance with their positive ending capital account balances in compliance with Treasury Regulation Section 1.704-l(b)(2)(ii)(b)(2). No Partner shall have the obligation to another Partner, the Limited

1

Partnership, or third party to restore a negative capital account balance during the existence or upon termination of the Limited Partnership.

     A capital account for each Partner shall be established, maintained and adjusted in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv), including any optional adjustments under Treasury Regulation Section 1.704-1(b)(2)(iv)(f) that the General Partner believes are necessary to reflect the economic interests of the Partners and, if applicable, the adjustments required under Treasury Regulation Section 1.704-1(b)(2)(iv)(g).

     All distributions and, after giving effect to the special allocations in the following paragraph, all allocations of income, gins, losses and credits shall be made in accordance with the Percent Ownership of each Partner. No allocation of loss or deduction will be made to a Partner that would create an impermissible capital account balance as computed under Treasury Regulations Section 1.704-1(b)(2)(ii)(d).

     This Agreement contains, and the Partners shall comply with the “qualified income offset” provision of Treasury Regulations Section 1.704-1(b)(2)(ii)(d), the minimum gain chargeback provisions and provisions relating to the special allocation of nonrecourse deductions of Treasury Regulations Section 1.704-2. The allocations contained in this paragraph shall be defined, interpreted and made in accordance with the applicable Treasury Regulations.

     Income, gain, loss and deduction as computed for income tax purposes with respect to Limited Partnership property subject to Internal Revenue Code Section 704(c) and/or Treasury Regulations Section 1.704-1(b)(2)(iv)(f) shall be allocated in accordance with said Internal Revenue Code Section and/or Treasury Regulations Section 1.704-1(b)(4)(i), as the case may be, using any reasonable method permitted in Treasury Regulations Section 1.704-3 that is selected by the General Partner. Allocations made pursuant to this paragraph shall not affect the capital accounts of the Partners.

     The General Partner shall have the exclusive right and full power and authority to manage, control, conduct and operate the business of the Partnership, and may take any and all action without the consent of the Limited Partner. The General Partner shall maintain all books and records required by the Act to be maintained at the address specified above or at any other office designated by the General Partner. The General Partner shall make available at its principal office at the address specified above in the State of Tennessee such books and records of the Limited Partnership as are required pursuant to the Act. The General Partner shall have the right to designate a different registered agent and/or registered office for the Limited Partnership by complying with any requirements pursuant to the Act.

     The Limited Partnership shall indemnify and hold harmless the General Partner, and its members, managers, employees, agents and representatives and the officers, directors, employees agents and representatives of its members to the fullest extent permitted by the Act.

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     The Partners hereby agree that all other terms of the Limited Partnership be controlled and interpreted in accordance with the Act.

     EXECUTED effective as of May 24, 1999.

	GENERAL PARTNER:
WITNESSES:	PHC-Doctors’ Hospital, Inc.,
	a Louisiana corporation
/s/ [ILLEGIBLE]	By:	/s/ Howard T. Wall
/s/ [ILLEGIBLE]	Title:	Vice President

STATE OF TENNESSEE	)
	)	SS.:
COUNTY OF Williamson	)

          On this 24^th day of May, 1999, before me, the subscriber, a Notary Public duly appointed to take proof and acknowledgment of deeds and other instruments, came Howard Wall, to me personally known to be the individual described in and who signed the preceding Articles of Limited Partnership, and who duly acknowledged to me, the signing of the same, and being by me duly sworn deposeth and saith that he signed the foregoing Articles of Limited Partnership in the capacity set forth under his signature.

          IN TESTIMONY WHEREOF, I hereunto set my name and affix my official seal at                     , May 24^th, the day and year first above written.

     Sharon Tollent Notary Public

(SEAL)

3

WITNESSES:	LIMITED PARTNER:
	PHC-Louisiana, Inc.
	a Louisiana corporation
/s/ [ILLEGIBLE]	By:	/s/ Howard T. Wall
/s/ [ILLEGIBLE]	Title:	Vice President

STATE OF TENNESSEE	)
	)	SS.:
COUNTY OF Williamson	)

          On this 24^th day of May, 1999, before me, the subscriber, a Notary Public duly appointed to take proof and acknowledgment of deeds and other instruments, came Howard Wall, to me personally known to be the individual described in and who signed the preceding Articles of Limited Partnership, and who duly acknowledged to me, the signing of the same, and being by me duly sworn deposeth and saith that he signed the foregoing Articles of Limited Partnership in the capacity set forth under his signature.

          IN TESTIMONY WHEREOF, I hereunto set my name and affix my official seal at ______, May 24^th, the day and year first above written.

     Sharon Tollent Notary Public

(SEAL)

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THE LIMITED PARTNERSHIP INTERESTS CREATED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OF THE LOUISIANA SECURITIES LAWS, AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH ACTS. EXCEPT AS SPECIFICALLY OTHERWISE PROVIDED IN THIS AGREEMENT, THE INTERESTS MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT REGISTRATION UNDER SUCH ACTS OR AN OPINION OF COUNSEL THAT SUCH TRANSFER MAY BE LEGALLY EFFECTED WITHOUT SUCH REGISTRATION. ADDITIONAL RESTRICTIONS ON TRANSFER AND SALE ARE SET FORTH IN THIS AGREEMENT.

AGREEMENT OF LIMITED PARTNERSHIP

OF

PHC-OPELOUSAS, L.P.

(a Louisiana limited partnership)

TABLE OF CONTENTS

	Page
1. DEFINITIONS		1
2. FORMATION OF PARTNERSHIP		3
2.1 Formation		3
2.2 Name		3
2.3 Principal Office		3
2.4 Term		4
2.5 Registered Agent and Office		4
3. PURPOSES AND POWERS OF THE PARTNERSHIP; NATURE OF THE BUSINESS OF THE PARTNERSHIP		4
3.1 Purposes		4
3.2 Powers		5
4. CAPITAL CONTRIBUTIONS, LOANS, CAPITAL ACCOUNTS		5
4.1 Capital Contributions		5
4.2 Additional Capital Contributions		5
4.3 Capital Accounts		6
4.4 Additional Provisions Regarding Capital Accounts		7
4.5 Loans		9
5. ALLOCATIONS		9
5.1 Allocations of Income and Losses		9
6. DISTRIBUTIONS		9
6.1 Distribution of Excess Cash		9
7. BANK ACCOUNTS, BOOKS OF ACCOUNT, TAX COMPLIANCE AND FISCAL YEAR		10
7.1 Bank Accounts; Investments		10
7.2 Books and Records		10
7.3 Determination of Profit and Loss; Financial Statements		10
7.4 Tax Returns and Information		11
7.5 Tax Audits		11
7.6 Fiscal Year		11
8. MANAGEMENT OF THE PARTNERSHIP		11
8.1 General Partner		11
8.2 Appointment of Officers of the Partnership		11
8.3 Governing Board		11
8.4 Quality Assurance Program		12

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	Page
8.5 Legal Compliance Program		12
8.6 Advisory Boards		12
8.7 Indemnification of General Partner, Governors and Officers		12
9. RIGHTS AND STATUS OF LIMITED PARTNERS		13
9.1 General		13
9.2 Limitation of Liability		13
9.3 Bankruptcy; Death; etc.		13
10. MEETINGS AND MEANS OF VOTING		14
10.1 Meetings of the Partners		14
10.2 Vote By Proxy		14
10.3 Conduct of Meeting		14
10.4 Action Without a Meeting		15
10.5 Closing of Transfer Record; Record Date		15
11. TRANSFER OF RIGHTS AND ADDITIONAL LIMITED PARTNERS		15
11.1 Transfer by General Partner		15
11.2 Transfers by Limited Partners		15
11.3 Substituted Limited Partner		16
11.4 Basis Adjustment		17
11.5 Admission of Additional Limited Partners		17
11.6 Transfer Procedures		17
11.7 Invalid Transfer		17
11.8 Distributions and Allocations in Respect of a Transferred Ownership Interest		18
11.9 Additional Requirements of Sales; Requirements for Repurchase		18
11.10 Amendment to Exhibit A		18
12. RIGHT TO LIQUIDATE OR PURCHASE PARTNERSHIP INTERESTS		18
12.1 General Partner’s Right of First Refusal		18
13. DISSOLUTION		19
13.1 Causes		19
13.2 Reconstitution		20
13.3 Interim General Partner		20
14. WINDING UP AND TERMINATION		20
14.1 General		20
14.2 Court Appointment of Liquidator		22
14.3 Liquidation		22
14.4 Creation of Reserves		22
14.5 Final Statement		23

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	Page
15. POWER OF ATTORNEY		23
15.1 General Partner as Attorney-in-Fact		23
15.2 Nature of Special Power		23
16. MISCELLANEOUS		24
16.1 Notices		24
16.2 Governing Law		24
16.3 Attorneys’ Fees		24
16.4 Successors and Assigns		24
16.5 Construction		24
16.6 Time		24
16.7 Waiver of Partition		25
16.8 Entire Agreement		25
16.9 Amendments		25
16.10 Severability		26
16.11 Gender and Number		26
16.12 Exhibits		26
16.13 Additional Documents		26
16.14 Section Headings		26
16.15 Counterparts		26

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AGREEMENT OF LIMITED PARTNERSHIP

OF

PHC-OPELOUSAS, L.P.

(a Louisiana limited partnership)

     THIS AGREEMENT OF LIMITED PARTNERSHIP (“Agreement”) is entered into as of April 19, 1999, and shall be effective as of April 19, 1999, by and among PHC-Doctors’ Hospital, Inc., a Louisiana corporation, as general partner (“PHC-D” or the “General Partner”), and PHC-Louisiana, Inc., a Louisiana corporation, as the limited partner (“PHC-LA” or the “Limited Partner”). PHC-D and PHC-LA are collectively referred to herein as “Partners” or individually as a “Partner.”

     WHEREAS, the parties hereto desire to form a limited partnership pursuant to the provisions of the Louisiana Revised Uniform Limited Partnership Act (the “Act”) and other relevant laws of the State of Louisiana, for the purposes and upon the terms, covenants and conditions hereinafter set forth.

     NOW, THEREFORE, in consideration of the mutual promises set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the Partners, intending to be legally bound, do hereby agree as follows:

1. DEFINITIONS

     As used herein the following terms have the following meanings:

     1.1 “Act” means the Louisiana Revised Uniform Limited Partnership Act, as amended from time to time.

     1.2 “Additional Limited Partner” means a Person who is admitted into the Partnership as a Limited Partner pursuant to the terms of Section 11.5 hereof.

     1.3 “Affiliate” means, with respect to any Partner, (i) any Person that directly or indirectly controls, is controlled by, or is under common control with, a Partner, (ii) any entity of which a Partner owns ten percent (10%) or more of the outstanding voting securities, (iii) any entity of which a Partner is an officer, director, or general partner, or (iv) any child, grandchild (whether through marriage, adoption or otherwise), sibling (whether through adoption or otherwise), parent or spouse of a Partner. As used in this definition of “Affiliate,” the term “control” means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity whether through ownership of voting securities, by contract or otherwise.

     1.4 “Agreement” means this Agreement of Limited Partnership of PHC-Opelousas, L.P., as amended from time to time pursuant to Section 16.9 hereof.

     1.5 “Approval of the Partners” or “Approved by the Partners” means the approval of those Limited Partners who, together with the General Partner, have collective ownership interests of at least sixty-seven percent (67%) of the aggregate Sharing Percentage of all Partners at the time the proposed Partnership action is being considered for approval.

     1.6 “Bankruptcy” means, as to any Partner, the Partner’s taking or acquiescing to the taking of any action seeking relief under, or advantage of, any applicable debtor relief, liquidation, receivership, conservatorship, bankruptcy, moratorium, rearrangement, insolvency, reorganization or similar law affecting the rights or remedies of creditors generally, as in effect from time to time. For the purpose of this definition, the term “acquiescing” shall include, without limitation, the failure to file, within thirty (30) days after its entry, a petition, answer or motion to vacate or to discharge any order, judgment or decree providing for any relief under any such law.

     1.7 “PHC-D” means PHC-Doctors’ Hospital, Inc., a Louisiana corporation.

     1.8 “Capital Account” shall have the meaning set forth in Section 4.3 below.

     1.9 “Code” means the Internal Revenue Code of 1986, as amended from time to time. All references herein to sections of the Code shall include any provision or corresponding provisions of succeeding law.

     1.10 “Facility” means collectively Doctors’ Hospital of Opelousas, along with any other hospitals and related businesses and facilities subsequently acquired or leased by the Partnership or its subsidiaries, but excluding any hospital or related business or facility that is no longer owned or leased by the Partnership or its subsidiaries.

     1.11 “General Partner” means PHC-Doctors’ Hospital, Inc.

     1.12 “Limited Partners” mean PHC-Louisiana, Inc., and any Substituted Limited Partner or Additional Limited Partner, but excluding any Person who ceases to be a limited partner of the Partnership pursuant to this Agreement. “Limited Partner” means any one of the Limited Partners.

     1.13 “Liquidator” means the Person who liquidates the Partnership under Article 14 hereof.

     1.14 “Partners” means the General Partner and the Limited Partners, collectively. “Partner” means any one of the Partners.

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     1.15 “Partnership” means the limited partnership formed under this Agreement.

     1.16 “Person” means any individual, partnership, corporation, limited liability company, trust or other entity.

     1.17 “PHC-LA” means PHC-Louisiana, Inc., a Louisiana corporation.

     1.18 “Sharing Percentage” means, as to a Partner, the percentage obtained by dividing the Units of such Partner by an amount equal to the total Units of all Partners. The Partners hereby agree that their Sharing Percentages shall constitute their interests in the Partnership profits for purposes of determining their respective shares of the Partnership’s “excess nonrecourse liabilities” (within the meaning of section 1.752-3(a)(3) of the Regulations).

     1.19 “Substituted Limited Partner” means any Person admitted to the Partnership pursuant to Section 11.3.

     1.20 “Treasury Regulations” or “Regulations” means the regulations promulgated by the United States Department of the Treasury pursuant to and in respect of provisions of the Code. All references herein to sections of the Treasury Regulations or the Regulations shall include any corresponding provision or provisions of succeeding, similar or substitute proposed, temporary or final regulations.

     1.21 “Units” means all or a certain percentage of the issued and outstanding ownership interests of the Partnership held by the Partners. “Unit” means any one of the Units.

2. FORMATION OF PARTNERSHIP

     2.1 Formation. PHC-D and PHC-LA formed the Partnership pursuant to the Act, and caused the Certificate of Limited Partnership to be filed in the office of the Louisiana Secretary of State on April                     , 1999, and have complied with all other legal requirements to form and operate the Partnership. Except as stated in this Agreement, the Act shall govern the rights and liabilities of the Partners.

     2.2 Name. The name of the Partnership is “PHC-Opelousas, L.P.” and the business of the Partnership shall be conducted under that name or such other name or names as may be determined by the General Partner from time to time.

     2.3 Principal Office. The principal office of the Partnership shall be located at 105 Westwood Place, Suite 400, Brentwood, Tennessee 37027 or at such other place or places as the General Partner may from time to time determine.

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     2.4 Term. The Partnership began on the date the Certificate of Limited Partnership was filed with the Louisiana Secretary of State as provided in Section 2.1 hereof, and shall continue until the date on which the Partnership is dissolved pursuant to Article 13 and thereafter, to the extent provided for by applicable law, until wound up and terminated pursuant to Article 14 hereof.

     2.5 Registered Agent and Office. The registered agent of the Partnership shall be National Registered Agents, Inc., and the registered office of the Partnership shall be located at 3500 Highway 190, Mandeville, LA 70471-3124. The registered office or the registered agent, or both, may be changed by the Managing General Partner, upon recommendation of the Manager, from time to time upon filing the statement required by the Act. The Partnership shall maintain at its registered office such records as may be specified by the Act.

3. PURPOSES AND POWERS OF THE PARTNERSHIP; NATURE OF THE BUSINESS OF THE PARTNERSHIP

     3.1 Purposes. The purpose of the Partnership is to (i) own and operate a general acute care hospital in Opelousas, Louisiana, currently known as Doctors’ Hospital of Opelousas, (ii) provide health care services in the Opelousas, Louisiana area; (iii) operate the Facility and lease or own, manage and operate other health care related services and businesses; (iv) acquire (through asset acquisition, stock acquisition, lease or otherwise) and develop other property, both real and personal, in connection with providing health care related services, including without limitation, general acute care hospitals, specialty care hospitals, nursing homes, clinics, home health care agencies, health maintenance organizations, psychiatric facilities and other health care providers; (v) enter into, from time to time, such financial arrangements as the General Partner may determine to be necessary, appropriate or advisable (including, without limitation, borrowing money and issuing evidences of indebtedness and securing the same by mortgage, deed of trust, security interest or other encumbrance upon one or more or all of the Partnership assets); (vi) sell, assign, lease, exchange or otherwise dispose of, or refinance or additionally finance, one or more or all of the Partnership assets; (vii) raise additional capital by issuance of additional limited partnership interests in the Partnership as provided in Article 11; and (viii) generally engage in such other business and activities and do any and all other acts and things that the General Partner deems necessary, appropriate or advisable from time to time in furtherance of the purposes of the Partnership as set forth in this Section 3.1.

     3.2 Powers. Subject to the limitations contained in this Agreement and in the Act, the Partnership purposes may be accomplished by the General Partner taking any action permitted under this Agreement that is customary or reasonably related to, and not inconsistent with, accomplishing such purposes.

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4. CAPITAL CONTRIBUTIONS, LOANS, CAPITAL ACCOUNTS

     4.1 Capital Contributions. PHC-D shall contribute $                     cash and a promissory note in the amount of $                     to the capital of the Partnership upon the formation of the Partnership in consideration for a 1% general partner interest in the Partnership. PHC-LA shall contribute                                          to the capital of the Partnership upon the formation of the Partnership in consideration for a 99% limited partner interest in the Partnership.

     4.2 Additional Capital Contributions. If Additional Capital Contributions (herein so called) are required for any expenditure of the Partnership, the General Partner shall have the right to request the Partners to make Additional Capital Contributions (pro rata in accordance with each Partner’s Sharing Percentage) to the Partnership in excess of their initial Capital Contributions. If the Managing General Partner makes such a request, no Partner shall be required to make such Additional Capital Contribution, provided that if any Partner elects not to make the Additional Capital Contribution (a “Noncontributing Partner”), the other Partners (the “Contributing Partners”) shall have the right to contribute to the Partnership the amount of cash that the Noncontributing Partner or Partners failed to contribute. The Partners shall have thirty (30) days from the General Partner’s request in which to elect to make or not make such Additional Capital Contributions. Effective as of the end of such thirty (30) day period, the Partners’ Sharing Percentages shall be adjusted, as follows: Each Partner’s Sharing Percentage thereafter shall be equal to a fraction (converted to a percentage), the numerator of which is equal to such Partner’s “Base Amount” and the denominator of which is equal to the sum of the Base Amounts of all the Partners. For purposes hereof, each Partner’s Base Amount shall be equal to the sum of (1) the amount of cash contributed to the Partnership by such Partner in respect of the current call for capital (including amounts contributed on behalf of any Noncontributing Partner or Partners), plus (2) the product of (x) the Partner’s Sharing Percentage (as in effect immediately before the capital call in question) multiplied by (y) the “Value of the Partnership” of the date of such capital call. For purposes of this Section 4.2, the “Value of the Partnership” shall mean the product of the Partnership’s “EBITDAR” (hereinafter defined) for the most recently completed fiscal year multiplied by five (5), less any Partnership long term debt (including any capitalized leases and the current portion of long term debt), all as determined in accordance with generally accepted accounting principles using the accrual method of accounting applied on a basis consistent with the preceding period (using the Partnership’s current accounting policies). Any questions with respect to accounting procedures or valuation not controlled by this Agreement shall be resolved by the independent accountants employed by the General Partner on behalf of the Partnership. “EBITDAR” shall mean the earnings for the Partnership before deductions for interest, taxes, depreciation, amortization and rental payments, but shall exclude nonrecurring and extraordinary items. The number of

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Units held by each Partner shall be adjusted automatically to reflect any change in the Partners’ Sharing Percentages under this section.

     4.3 Capital Accounts. A Capital Account (herein so called) shall be established and maintained for each Partner for the full term of this Agreement in accordance with the capital accounting rules of section 1.704-1(b)(2)(iv) of the Regulations. Each Partner shall have only one Capital Account, regardless of the number or classes of Units or other interests in the Partnership owned by such Partner and regardless of the time or manner in which such Units or other interests were acquired by such Partner. Pursuant to the basic capital accounting rules of section 1.704-1(b)(2)(iv) of the Regulations, the balance of each Partner’s Capital Account shall be:

     (a) Increased by the amount of money contributed by such Partner (or such Partner’s predecessor in interest) to the capital of the Partnership pursuant to this Article 4 and decreased by the amount of money distributed to such Partner (or such Partner’s predecessor in interest) pursuant to Article 6 hereof;

     (b) Increased by the fair market value of each property (determined without regard to section 7701(g) of the Code) contributed by such Partner (or such Partner’s predecessor in interest) to the capital of the Partnership pursuant to this Article 4 (net of all liabilities secured by such property that the Partnership is considered to assume or take subject to under section 752 of the Code) and decreased by the fair market value of each property (determined without regard to section 7701(g) of the Code) distributed to such Partner (or such Partner’s predecessor in interest) by the Partnership pursuant to Article 6 (net of all liabilities secured by such property that such Partner is considered to assume or take subject to under section 752 of the Code);

     (c) Increased by the amount of each item of Partnership profit allocated to such Partner (or such Partner’s predecessor in interest) pursuant to Section 3.1 on Exhibit B hereto;

     (d) Decreased by the amount of each item of Partnership loss allocated to such Partner (or such Partner’s predecessor in interest) pursuant to Section 3.1 on Exhibit B hereto; and

     (e) Otherwise adjusted as follows:

     (i) Effective immediately prior to any “Revaluation Event” (as defined in Exhibit B hereto), the balances of all Partners’ Capital Accounts shall be adjusted to reflect the manner in which items of profit or loss, as computed for book purposes, equal to the “Unrealized Book Gain Or Loss” (as defined in Exhibit B hereto) then existing with

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respect to each Partnership property (to the extent not previously reflected in the Partners’ Capital Accounts) would be allocated among the Partners pursuant to Section 3.1 of Exhibit B hereto if there were a taxable disposition of such property immediately prior to such Revaluation Event for its fair market value (as determined by the Manager taking section 7701(g) of the Code into account);

     (ii) With respect to items of Partnership profit and loss, the balances of all the Partners’ Capital Accounts shall be adjusted solely for allocations of such items, as computed for book purposes, under Section 3.1 of Exhibit B hereto and shall not be adjusted for allocations of correlative Tax Items under Section 3.2 of Exhibit B hereto;

     (iii) Immediately before giving effect under Section 4.3(b) hereof to any adjustment attributable to the distribution of property to a Partner, the balances of all the Partners’ Capital Accounts first shall be adjusted to reflect the manner in which items of profit or loss, as computed for book purposes, equal to the Unrealized Book Gain Or Loss existing with respect to the distributed property (to the extent not previously reflected in the Partners’ Capital Accounts) would be allocated among the Partners pursuant to Section 3.1 of Exhibit B hereto if there were a taxable disposition of such property, on the date of such distribution, by the Partnership for its fair market value at the time of such distribution (as agreed to in writing by the Partners taking section 7701(g) of the Code into account (i.e., such value shall not be agreed to be less than the amount of Nonrecourse Liabilities to which such property is subject)); and

     (iv) Upon the transfer of all or part of any Unit or other interest in the Partnership, the Capital Account of the transferor Partner, to the extent attributable to the transferred interest, shall carry over to the transferee Partner.

     4.4 Additional Provisions Regarding Capital Accounts.

     (a) If a Partner pays any Partnership indebtedness, such payment shall be treated as a cash contribution by that Partner to the capital of the Partnership, and the Capital Account of such Partner shall be increased by the amount so paid by such Partner.

     (b) Except as otherwise provided herein, no Partner may contribute capital to, or withdraw capital from, the Partnership. To the extent any monies which any Partner is entitled to receive pursuant to the Agreement would constitute a return of capital, each of the Partners consents to the withdrawal of such capital.

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     (c) A loan by a Partner to the Partnership shall not be considered a contribution of money to the capital of the Partnership, and the balance of such Partner’s Capital Account shall not be increased by the amount so loaned. No repayment of principal or interest on any such loan, reimbursement made to a Partner with respect to advances or other payments made by such Partner on behalf of the Partnership or payments of fees to a Partner which are made by the Partnership shall be considered a return of capital or in any manner affect the balance of such Partner’s Capital Account. No Partner shall make a loan to the Partnership unless such loan is authorized pursuant to the provisions of this Agreement.

     (d) No Partner with a deficit balance in its Capital Account shall have any obligation to the Partnership or any other Partner to restore said deficit balance. In addition, no venturer or partner in any Partner shall have any liability to the Partnership or any other Partner for any deficit balance in such venturer’s or partner’s capital account in the Partner in which it is a partner or venturer. Furthermore, a deficit Capital Account balance of a Partner (or a capital account of a partner or venturer in a Partner) shall not be deemed to be a liability of such Partner (or of such venturer or partner in such Partner) or a Partnership asset or property. The provisions of this Section 4.4(d) shall not affect any Partner’s obligation to make capital contributions to the Partnership that are required to be made by such Partner pursuant to this Agreement.

     (e) Except as otherwise provided herein, no interest shall be paid on any capital contributed to the Partnership or the balance in any Partner’s Capital Account.

     (f) All of the provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with section 1.704-1(b) of the Regulations, and shall be interpreted and applied in a manner consistent with such Regulations. If the Managing General Partner, upon the recommendation of the Manager, determines that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto (including, without limitation, debits or credits relating to liabilities that are secured by contributed or distributed property or that are assumed by the Partnership or any of the Partners) are computed in order to comply with the Regulations, the Managing General Partner may make such modifications, provided that such modifications are not likely to have a material effect on the amounts distributable to any Partner from the Partnership. The Managing General Partner, upon recommendation of the Manager, shall also make appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with section 1.704-1(b) of the Regulations.

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     4.5 Loans. Any Partner may lend money to the Partnership. If any Partner makes any loan or loans to the Partnership, the amount of any such loan shall not be treated as a contribution to the capital of the Partnership but shall be a debt due from the Partnership. Any Partner’s loan to the Partnership shall be repayable out of the Partnership’s cash and shall bear interest at prevailing market rates. None of the Partners nor any of their Affiliates shall be obligated to loan money to the Partnership.

5. ALLOCATIONS

     5.1 Allocations of Income and Losses. All items of income or loss of the Partnership shall be allocated to the Partners in accordance with the provisions of Exhibit B attached hereto, which is hereby incorporated by reference for all purposes of this Agreement.

6. DISTRIBUTIONS

     6.1 Distribution of Excess Cash. Except as may be otherwise provided in Section 14.3, or as may otherwise be prohibited or required by applicable law, the Manager may determine in its reasonable judgment to what extent (if any) the Partnership’s cash on hand exceeds its current and anticipated needs, including, without limitation, for operating expenses, debt service, authorized acquisitions, capital expenditures, and a reasonable contingency reserve as determined by the General Partner. If such an excess exists, the General Partner may cause the Partnership to distribute such excess to the Partners pro rata in accordance with their respective Sharing Percentages on a quarterly basis. Notwithstanding the foregoing, the General Partner may distribute to the Partners an amount sufficient to cover federal, state and local income and other taxes payable by them as a result of their participation in the Partnership relating to Partnership’s activities, and shall distribute to the other Partners a prorata amount in proportion to their respective Sharing Percentages.

7. BANK ACCOUNTS, BOOKS OF ACCOUNT, TAX COMPLIANCE AND FISCAL YEAR

     7.1 Bank Accounts; Investments. The General Partner shall (i) establish one or more bank accounts into which Partnership funds may be deposited or (ii) deposit funds in a central account established in the name of PHC-LA or an Affiliate, provided that detailed separate entries are made on the books and records of the Partner and on the books and records of PHC-LA or such Affiliate of PHC-LA with respect to amounts received from the Partnership and deposited in such central account for the account of the Partnership and provided further that withdrawals from such central account shall be made only for the purpose of disbursing funds to the Partnership, paying Partnership costs, expenses, or liabilities, or making distributions to the Partners under this Agreement. The funds of the Partnership deposited in such central account may be invested in such

9

securities and investments as the General Partner, PHC-LA or any Affiliate of PHC-LA may select until such funds are withdrawn for Partnership purposes in accordance with this Section 7.1.

     7.2 Books and Records. The General Partner shall keep books of account and records relative to the Partnership’s business. The books shall be prepared in accordance with generally accepted accounting principles using the accrual method of accounting. The accrual method of accounting also shall be used by the Partnership for income tax purposes. The Partnership’s books and records shall at all times be maintained at the principal business office of the Partnership or its accountants (and to the extent required by the Act, at the registered office of the Partnership) and shall be available for inspection by the Limited Partners or their duly authorized representatives during reasonable business hours. The books and records shall be preserved for four years after the term of the Partnership ends.

     7.3 Determination of Profit and Loss; Financial Statements. All items of Partnership income, expense, gain, loss, deduction and credit shall be determined with respect to, and allocated in accordance with, this Agreement for each Partner for each Partnership fiscal year. Within one hundred twenty (120) days after the end of each Partnership fiscal year, the General Partner shall cause to be prepared, at Partnership expense, financial statements of the Partnership for the preceding fiscal year, including, without limitation, a balance sheet, profit and loss statement, statement of cash flows and statement of the balances in the Partners’ Capital Accounts, prepared in accordance with the terms of this Agreement and generally accepted accounting principles consistently applied with prior periods. These financial statements shall be available for inspection and copying during ordinary business hours at the reasonable request of any Partner.

     7.4 Tax Returns and Information. The Partners intend for the Partnership to be treated as a partnership for tax purposes. The General Partner shall prepare or cause to be prepared all federal, state and local income and other tax returns which the Partnership is required to file and shall furnish such returns to the Limited Partners, together with a copy of each Limited Partner’s Form K-l and any other information which any Limited Partner may reasonably request relating to such returns, within the time required by law (including any applicable extension periods available under the Code).

     7.5 Tax Audits. The General Partner shall be the tax matters partner of the Partnership under Section 6231(a)(7) of the Code. The General Partner shall inform the Limited Partners of all matters which may come to its attention in its capacity as tax matters partner by giving the Limited Partners notice thereof within thirty (30) days after becoming so informed. The General Partner shall not take any action contemplated by Sections 6222 through 6231 of the Code unless the General Partner has first given the Limited Partners notice of the contemplated action and received the Approval of the Partners to the contemplated action. This

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provision is not intended to authorize the General Partner to take any action which is left to the determination of an individual Partner under Sections 6222 through 6231 of the Code.

     7.6 Fiscal Year. The Partnership fiscal year shall be the calendar year.

8. MANAGEMENT OF THE PARTNERSHIP

     8.1 General Partner. The General Partner shall manage the day-to-day operations of the Partnership and have the duty and right to act on behalf of the Partnership pursuant to the terms of this Agreement.

     8.2 Appointment of Officers of the Partnership. The General Partner shall appoint such officers of the Partnership as it shall deem appropriate.

     8.3 Governing Board. The General Partner shall establish a Governing Board for the Facility. The General Partner shall determine the rules with respect to the appointment of Governing Board members, vacancies, call and notice requirements for meetings, quorum and voting procedures, minutes, reporting and other similar matters. The Governing Board shall have such authority as may be required by the accreditation standards of the Joint Commission on Accreditation of Healthcare Organizations or any successor organization exercising or performing similar functions (“JCAHO”) and those required by law.

     8.4 Quality Assurance Program. The Governing Board shall have the authority and responsibility to develop programs to assure the quality of patient care rendered at the Facility. In furtherance thereof, the Governing Board shall endeavor to develop and adopt, standardized (a) criteria, policies and procedures regarding appointment, reappointment, alteration of staff status, granting of clinical privileges, disciplinary action, matters relating to professional competency, and such other matters referred to the Medical Staff of the Facility by the Governing Board, (b) quality assurance, utilization review and professional peer review criteria, evaluations, policies and procedures and (c) Medical Staff bylaws.

     8.5 Legal Compliance Program. The Governing Board shall institute, and the General Partner shall carry out and report to the Governing Board with respect to, a legal compliance program to ensure the Partnership’s compliance with all statutes, laws, ordinances and government rules and regulations to which it is subject, including, without limitation, the Medicare and Medicaid Anti-Fraud and Abuse or Anti-Kickback Amendments to the Social Security Act (currently codified in Section 1128B(b) of the Social Security Act), the federal “anti-dumping” law, the “Stark” legislation of 42 U.S.C. §1395nn and any Louisiana laws corresponding in substance to the foregoing federal laws.

     8.6 Advisory Boards. The General Partner may establish one or more advisory boards, which may be comprised of residents of the communities within

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the service area of the Facility. The General Partner shall determine the rules with respect to the appointment of members to such advisory boards, vacancies, call and notice requirements for meetings, quorum and voting procedures, minutes, reporting and other similar matters. The scope of the activities of each such advisory board shall be determined by the General Partner in its sole discretion.

     8.7 Indemnification of General Partner, Governors and Officers. Article 11 of the Act (“Article 11”) permits the Partnership to indemnify certain Persons who were, are or are threatened to be made a named defendant or respondent in a proceeding because such Persons are or were a general partner, limited partner, employee or agent of the Partnership. Certain of the indemnity provisions of Article 11 are discretionary and others are mandatory. THE PARTNERSHIP DOES HEREBY ELECT TO INDEMNIFY, AND DOES HEREBY AGREE TO INDEMNIFY, EACH PRESENT AND FUTURE GENERAL PARTNER, EACH PRESENT AND FUTURE LIMITED PARTNER, EACH PRESENT AND FUTURE MEMBER OF THE BOARD OF GOVERNORS OF THE PARTNERSHIP AND EACH PRESENT AND FUTURE OFFICER OF THE PARTNERSHIP TO THE FULLEST EXTENT PERMITTED OR REQUIRED BY UNDER ARTICLE 11 IN ACCORDANCE WITH THE PROVISIONS OF ARTICLE 11. The Partnership’s indemnity obligation hereunder may be specifically enforced by any Person covered thereby by resort to any court of competent jurisdiction. Further, the Partnership shall pay or reimburse the reasonable expenses of any Person covered by the Partnership’s indemnity hereunder in advance of the final disposition of any proceeding to the fullest extent permitted under Article 11 and subject to the conditions thereof. IF THE ACT OR ANY OTHER APPLICABLE LOUISIANA STATUTE IS HEREAFTER AMENDED TO AUTHORIZE A LOUISIANA LIMITED PARTNERSHIP TO FURTHER INDEMNIFY THE PERSONS COVERED BY THIS INDEMNITY, THE PARTNERSHIP SHALL, IN ADDITION TO THE INDEMNITY PROVIDED HEREIN, INDEMNIFY SUCH PERSONS TO THE FULLEST EXTENT PERMITTED OR REQUIRED UNDER SUCH AMENDED ACT OR OTHER STATUTE. Any repeal or modification of this Section or Article 11 which has the effect of limiting the indemnify hereunder shall be prospective only, and shall not adversely affect any indemnity obligation existing hereunder at the time of any such repeal or modification.

9. RIGHTS AND STATUS OF LIMITED PARTNERS

     9.1 General. The Limited Partners have the rights and the status of limited partners under the Act. Except to the extent expressly otherwise provided in this Agreement, the Limited Partners shall not take part in the management or control of the Partnership business, or sign for or bind the Partnership, such powers being vested exclusively in the General Partner and the officers of the Partnership in accordance with the terms of this Agreement.

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     9.2 Limitation of Liability. No Limited Partner shall have any personal liability whatever, solely by reason of its status as a Limited Partner of the Partnership, whether to the Partnership, the General Partner or any creditor of the Partnership, for the debts of the Partnership or any of its losses beyond the amount of the Limited Partner’s obligation to contribute its Capital Contribution to the Partnership.

     9.3 Bankruptcy; Death; etc. Neither the Bankruptcy, death, disability nor declaration of incompetence or incapacity of a Limited Partner shall dissolve the Partnership, but the rights of a Limited Partner to share in the Profits and Losses of the Partnership and to receive distributions of Partnership funds shall, on the happening of such an event, devolve upon the Limited Partner’s estate, legal representative or successor in interest, as the case may be, subject to this Agreement, and the Partnership shall continue as a limited partnership under the Act. The Limited Partner’s estate, representative or successor in interest shall be entitled to receive distributions and allocations with respect to such Limited Partner’s interest in the Partnership and shall be liable for all of the obligations of the Limited Partner. Furthermore, the Limited Partner’s estate, representative or successor in interest shall have no right to any information or accounting of the affairs of the Partnership, shall not be entitled to inspect the books or records of the Partnership, and shall not be entitled to any of the rights of a general partner or limited partner under the Act or this Agreement unless such estate, representative or successor in interest is admitted to the Partnership as a Substituted Limited Partner in accordance with Section 11.3.

10. MEETINGS AND MEANS OF VOTING

     10.1 Meetings of the Partners. Meetings of the Partners may be called by the General Partner and shall be promptly called upon the written request of any one or more Limited Partners who own in the aggregate twenty percent (20%) or more of the aggregate Sharing Percentage in the Partnership. The notice of a meeting shall state the nature of the business to be transacted at such meeting, and actions taken at any such meeting shall be limited to those matters specified in the notice of the meeting. Notice of any meeting shall be given to all Partners not less than five (5) and not more than thirty (30) days prior to the date of the meeting. Partners may vote in person or by proxy at such meeting.

     Except as otherwise expressly provided in this Agreement or required by the express provisions of the Act (without regard to future amendment), the requisite vote of the Partners shall be the Approval of the Partners which shall control all decisions for which the vote of the Partners is required hereunder. Each Partner’s voting rights shall be the same as that Partner’s Sharing Percentage at the time of the vote. The presence of any Partner at a meeting shall constitute a waiver of notice of the meeting with respect to such Partner. The Partners may, at their election, participate in any regular or special meeting by means of conference

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telephone or similar communications equipment means of which all Persons participating in the meeting can hear each other. A Partner’s participation in a meeting pursuant to the preceding sentence shall constitute presence in person at such meeting for all purposes of this Agreement.

     10.2 Vote By Proxy. Each Limited Partner may authorize any Person to act on the Partner’s behalf by proxy on all matters in which a Limited Partner is entitled to participate, whether by waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Limited Partner authorizing such proxy or such Limited Partner’s attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months after the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Limited Partner executing it.

     10.3 Conduct of Meeting. Each meeting of Partners shall be conducted by the CEO or other individual designated by the General Partner. The meeting shall be conducted pursuant to such rules as may be adopted by the General Partner, or in the absence thereof, by the CEO or other individual designated by the General Partner for the conduct of the meeting.

     10.4 Action Without a Meeting. Notwithstanding anything to the contrary in this Agreement, any action that may be taken at a meeting of the Partners may be taken without a meeting if a consent in writing setting forth the action so taken is Approved by the Partners, which consent may be executed in multiple counterparts. In the event any action is taken pursuant to this Section 10.4, it shall not be necessary to comply with any notice or timing requirements set forth in Sections 10.1 or 10.2. Prompt written notice of the taking of action without a meeting shall be given to the Partners who have not consented in writing to such action.

     10.5 Closing of Transfer Record; Record Date. For the purpose of determining the Partners entitled to notice of or to vote at any meeting of Partners, any reconvening thereof, or to act by consent, the General Partner may provide that the transfer record shall be closed for at least ten (10) days immediately preceding such meeting (or such shorter time as may be reasonable in light of the period of the notice) or the first solicitation of consents in writing. If the transfer record is not closed and if no record date is fixed for determining the Partners entitled to notice of or to vote at a meeting of Partners or by consent, the date on which the notice of the meeting is mailed or the first written consent is received by the General Partner shall be the record date for such determination.

11. TRANSFER OF RIGHTS AND ADDITIONAL LIMITED PARTNERS

     11.1 Transfer by General Partner. The General Partner may withdraw from the Partnership or transfer, convey, sell or assign all or any part of its interest in the Partnership to any Person without the consent of the Limited Partners.

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     11.2 Transfers by Limited Partners. Except as otherwise set forth in this Article 11, a Limited Partner may not sell, assign, transfer, pledge or hypothecate all or any part of its interest in the Partnership without the prior consent of the General Partner. The General Partner in its sole discretion may withhold its consent to any transfer for which such consent is required with or without reasonable cause. If a Limited Partner receives the prior consent of the General Partner, it may sell its interest in the Partnership if the following conditions are satisfied:

     (a) The sale, transfer or assignment is with respect to one (1) or more Units;

     (b) The sale, transfer or assignment, when aggregated with any prior sales, transfers or assignments of Partnership interests, does not result in a sale or exchange within a twelve (12) month period of fifty percent (50%) or more of the total interests in the Partnership’s capital and profits within the meaning of Code Section 708(b);

     (c) The Limited Partner and its transferee execute, acknowledge and deliver to the General Partner such instruments of transfer and assignment with respect to such transaction as are in form and substance satisfactory to the General Partner;

     (d) Unless waived in writing by the General Partner, the Limited Partner delivers to the General Partner an opinion of counsel satisfactory to the General Partner, covering such securities and tax laws and other aspects of the proposed transfer as the General Partner may reasonably request;

     (e) The Limited Partner has furnished to the transferee a written statement showing the name and taxpayer identification number of the Partnership in such form and together with such other information as may be required under Section 6050K of the Code and the Regulations thereunder; and

     (f) The Limited Partner pays the Partnership a transfer fee that is sufficient to pay all reasonable expenses of the Partnership (which shall include any and all expenses of the General Partner and/or the Partnership) in connection with such transaction.

Any Limited Partner who thereafter sells, assigns or otherwise transfers all or any portion of his interest in the Partnership shall promptly notify the General Partner of such transfer and shall furnish to the General Partner the name and address of the transferee and such other information as may be required under Section 6050K of the Code and the Regulations thereunder.

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     11.3 Substituted Limited Partner. No Person taking or acquiring, by whatever means the interest of any Limited Partner in the Partnership, except as provided in Section 11.2 hereof, shall be admitted as a Substituted Limited Partner without the consent of the General Partner (which consent may not be unreasonably withheld) and unless such Person:

     (a) Elects to become a Substituted Limited Partner by delivering notice of such election to the Partnership;

     (b) Executes, acknowledges and delivers to the Partnership such other instruments as the General Partner may deem necessary or advisable to effect the admission of such Person as a Substituted Limited Partner, including, without limitation, the written acceptance and adoption by such Person of the provisions of this Agreement; and

     (c) Pays a transfer fee to the Partnership in an amount sufficient to cover all reasonable expenses connected with the admission of such Person as a Substituted Limited Partner.

     11.4 Basis Adjustment. Upon the transfer of all or part of an interest in the Partnership, at the request of the transferee of the interest the General Partner may, in its sole discretion, cause the Partnership to elect, pursuant to Section 754 of the Code or the corresponding provisions of subsequent law, to adjust the basis of the Partnership properties as provided by Sections 734 and 743 of the Code.

     11.5 Admission of Additional Limited Partners. The General Partner may issue limited partnership interests in the Partnership to raise capital for the Partnership or for such other purposes as may be determined appropriate to the General Partner, and may admit the purchasers of such limited partnership interests to the Partnership as Additional Limited Partners, which issuance shall comply with applicable securities laws. The General Partner will not permit any Person to become an Additional Limited Partner unless such Person certifies in writing to the General Partner that the Person agrees to be bound by the terms of this Agreement. The General Partner shall do all things necessary to comply with the Act and is authorized to do all things it deems to be necessary or advisable in connection with the Partnership for admitting any Additional Limited Partner, including, but not limited to, complying with any statute, rule, regulation or guideline issued by any federal, state or other governmental agency.

     11.6 Transfer Procedures. The General Partner shall establish a transfer procedure consistent with this Article 11 to ensure that all conditions precedent to the admission of a Substituted Limited Partner or Additional Limited Partner have been complied with, and the General Partner shall execute a certificate that such covenant has been complied with and shall, upon the written request of any Limited Partner, deliver to such Limited Partner a copy thereof.

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     11.7 Invalid Transfer. No transfer of an interest in the Partnership that is in violation of this Article 11 shall be valid or effective, and the Partnership shall not recognize any improper transfer for the purposes of making allocations, payments of profits, return of capital contributions or other distributions with respect to such Partnership interest, or part thereof. The Partnership may enforce the provisions of this Article 11 either directly or indirectly or through its agents by entering an appropriate stop transfer order on its books or otherwise refusing to register or transfer or permit the registration or transfer on its books of any proposed transfers not in accordance with this Article 11.

     11.8 Distributions and Allocations in Respect of a Transferred Ownership Interest. If any Partner sells, assigns or transfers any part of its interest in the Partnership during any accounting period in compliance with the provisions of this Article 11, Partnership income, gain, deductions and losses attributable to such interest for the respective period shall be divided and allocated between the transferor and the transferee by taking into account their varying interests during the applicable accounting period using any permissible method under Code Section 706(d), and the Regulations thereunder as determined by the General Partner. All Partnership distributions on or before the effective date of such transfer shall be made to the transferor, and all such Partnership distributions thereafter shall be made to the transferee. Solely for purposes of making Partnership tax allocations and distributions, the Partnership shall recognize a transfer on the day following the day of transfer. Neither the Partnership nor the General Partner shall incur any liability for making Partnership allocations and distributions in accordance with the provisions of this Section 11.8, whether or not the General Partner or the Partnership has knowledge of any transfer of any interest in the Partnership or part thereof where the transferee is not admitted as a Substituted Limited Partner.

     11.9 Additional Requirements of Sales; Requirements for Repurchase. The General Partner shall not admit any Person as a Limited Partner: if such admission would have the effect of: (i) causing the Partnership to be re-classified for federal income tax purposes as an association (taxable as a corporation under the Code); (ii) violating any Medicare or other health care law, rule or regulation; or (iii) violating applicable exemptions from securities registration and securities disclosure provisions under federal and state securities laws.

     11.10 Amendment to Exhibit A. The General Partner shall amend Exhibit A attached to this Agreement from time to time to reflect the admission of any additional or successor General Partner, Substituted Limited Partners or Additional Limited Partners, or the termination of any Partner’s interest in the Partnership.

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12. RIGHT TO LIQUIDATE OR PURCHASE PARTNERSHIP INTERESTS

     12.1 General Partner’s Right of First Refusal. Subject to the restrictions on transfer set forth in Article 11, if any Limited Partner receives or obtains an offer from a third-party to acquire in any manner all or any part of its interest in the Partnership, which offer the Limited Partner intends to accept, the Limited Partner shall promptly notify the General Partner in writing of the offer received, including the name of the offeror, the number of whole or partial Units offered to be purchased, the proposed purchase price and the other terms and conditions of the offer. The General Partner shall have the option for a period of thirty (30) days from the day it receives notice of such offer to purchase such Limited Partner’s interest in the Partnership on the same terms and conditions contained in the offer. The General Partner may exercise its option by notifying the Limited Partner proposing to sell prior to the end of such thirty (30) day period of its intent to exercise the option; otherwise the Limited Partner, in accordance with and subject to the provisions of Article 11, may convey or dispose of the part of the Partner’s interest in the Partnership that was the subject of the offer but only at the price, terms and conditions, and to the party specified in the offer notice to the General Partner. If terms and conditions more favorable to the proposed purchaser than, or in any material manner different from, those offered to the General Partner should be agreed to by the Limited Partner, the General Partner shall again have the option to purchase the selling Limited Partner’s interest in the Partnership which is subject to the more favorable or different purchase terms in accordance with this Section 12.1. The General Partner may assign the rights under this Section 12.1 to the Partnership, in which event, the Limited Partner’s interest may be liquidated (rather than purchased) by the Partnership. Neither the General Partner nor the Partnership shall be liable or accountable to any Limited Partner which attempts to transfer its interest in the Partnership for any loss, damage, expense, cost, or liability resulting from any General Partner’s exercise or failure to exercise the purchase option under this Section 12.1, delay in notifying the Limited Partner of any General Partner’s intention not to exercise the purchase option, or its enforcement of the requirements of this Section 12.1 in the event that it elects not to exercise the purchase option. The General Partner’s failure to exercise the purchase option or to indicate in writing that it is electing not to exercise the option shall not be deemed a consent of the General Partner to allow any third party transferee to become a Substituted Limited Partner, such consent being controlled by the provisions of Section 11.2.

13. DISSOLUTION

     13.1 Causes. Each Partner expressly waives any right which he or it might otherwise have to dissolve the Partnership except as set forth in this Article 13. The Partnership shall be dissolved upon the first to occur of the following:

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     (a) The Bankruptcy, dissolution or any other occurrence which would legally disqualify any General Partner from acting hereunder;

     (b) The Approval by the Partners of an instrument dissolving the Partnership;

     (c) The dissolution of the Partnership by judicial decree; or

     (d) The withdrawal of a General Partner from the Partnership; or

     (e) December 31, 2050.

     Nothing contained in this Section 13.1 is intended to grant to any Partner the right to dissolve the Partnership at will (by retirement, resignation, withdrawal or otherwise), or to exonerate any Partner from liability to the Partnership and the remaining Partners if it dissolves the Partnership at will. Any dissolution at will of the Partnership, including dissolution caused under Section 13.1(d), shall be in contravention of this Agreement for purposes of the Act. Dissolution of the Partnership under Section 13.1(c) shall not constitute a dissolution at will.

     13.2 Reconstitution. If the Partnership is dissolved as a result of an event described in Section 13.1(a) or 13.1(d), the Partnership may be reconstituted and its business continued if, within ninety (90) days after the date of dissolution, all Limited Partners affirmatively elect to reconstitute the Partnership, agree on the identity of the new general partner or partners, and execute an instrument confirming such facts. If the Partnership is reconstituted, an amendment to this Agreement shall be executed and an amended Certificate of Limited Partnership filed of record.

     13.3 Interim General Partner. If the Partnership is dissolved as a result of an event described in Section 13.1(a) or 13.1(d) and no General Partner remains, those Partners who own Units representing a majority of the aggregate Sharing Percentage of all of the Partners may appoint an interim manager of the Partnership, who shall have and may exercise only the rights, powers and duties of a general partner necessary to preserve the Partnership assets, until (a) a general partner is elected under Section 13.2, if the Partnership is reconstituted; or (b) a Liquidator is appointed under Section 14.1, if the Partnership is not reconstituted. The interim manager shall not be liable as a general partner to the Limited Partners and shall, while acting in the capacity of interim manager on behalf of the Partnership, be entitled to the same indemnification rights as are set forth in Article 8. The interim manager appointed as provided herein shall be entitled to receive such reasonable compensation for its services as may be agreed upon by such interim manager and those Partners who appointed the interim manager.

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14. WINDING UP AND TERMINATION

     14.1 General. If the Partnership is dissolved and is not reconstituted, the General Partner (or in the event that the General Partner has withdrawn or is deemed to be in Bankruptcy a Liquidator or liquidating committee selected by those Partners who own at least sixty-seven percent (67%) of the aggregate Partners’ Sharing Percentage (excluding that owned by the General Partner)) shall commence to wind up the affairs of the Partnership and, unless a different plan is adopted by Approval of the Partners, to liquidate and sell the Partnership’s assets. The party or parties actually conducting such liquidation in accordance with the foregoing sentence, whether the General Partner, another General Partner, a Liquidator or a liquidating committee, is herein referred to as the “Liquidator.” The Liquidator (if other than the General Partner) shall have sufficient business expertise and competence to conduct the winding up and termination of the Partnership and, in the course thereof, to cause the Partnership to perform any contracts which the Partnership has or thereafter enters into. The Liquidator shall have full right and unlimited discretion to determine the time, manner and terms of any sale or sales of Partnership property under such liquidation, having due regard for the activity and condition of the relevant market and general financial and economic conditions. The Liquidator (if other than the General Partner) appointed as provided herein shall be entitled to receive such reasonable compensation for its services as shall be agreed upon by the Liquidator and those Partners who own at least sixty-seven percent (67%) of the aggregate Partners’ Sharing Percentage (excluding that owned by the General Partner or applicable General Partner). If the General Partner serves as the Liquidator, the General Partner shall not be entitled to receive any fee for carrying out the duties of the Liquidator. The Liquidator may resign at any time by giving fifteen (15) days prior written notice and may be removed at any time, with or without cause, by written notice of Partners who own at least sixty-seven percent (67%) of the aggregate Partners’ Sharing Percentage (excluding that owned by the General Partner or applicable General Partner). Upon the death, dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all the rights, powers and duties of the original Liquidator) will, within thirty (30) days thereafter, be appointed by those Limited Partners who own at least sixty-seven percent (67%) of the aggregate Partners’ Sharing Percentage, excluding that owned by the General Partner or applicable General Partner, evidenced by written appointment and acceptance. The right to appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to the Liquidator will be deemed to refer also to any such successor or substitute Liquidator appointed in the manner herein provided. The Liquidator shall have and may exercise, without further authorization or consent of any of the parties hereto or their legal representatives or successors in interest, all of the powers conferred upon the General Partner under the terms of this agreement to the extent necessary or desirable in the good faith judgment of the Liquidator to

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perform its duties and functions. The Liquidator (if other than a General Partner) shall not be liable as a general partner to the Limited Partners and shall, while acting in such capacity on behalf of the Partnership, be entitled to the indemnification rights set forth in Section 8.10.

     14.2 Court Appointment of Liquidator. If, within ninety (90) days following the date of dissolution or other time provided in Section 14.1, a Liquidator or successor Liquidator has not been appointed in the manner provided therein, any interested party shall have the right to make application to any United States Federal District Judge (in his individual and not judicial capacity) for the United States District Court of Louisiana for appointment of a Liquidator or successor Liquidator, and the Judge, acting as an individual and not in his judicial capacity, shall be fully authorized and empowered to appoint and designate a Liquidator or successor Liquidator who shall have all the powers, duties, rights and authority of the Liquidator herein provided.

     14.3 Liquidation. The Liquidator shall give all notices to creditors of the Partnership and shall make all publications required by the Act. In the course of winding up and terminating the business and affairs of the Partnership, the assets of the Partnership (other than cash) shall be sold, its liabilities and obligations to creditors, including any Partners who made loans to the Partnership as provided in Section 4.5 hereof, and all expenses incurred in its liquidation shall be paid, and all resulting items of Partnership income, gain, loss or deduction shall be credited or charged to the Capital Accounts of the Partners in accordance with Article 4. Thereafter, all Partnership assets shall be distributed among all Partners having positive Capital Account balances (as determined after giving effect to all adjustments attributable to allocations of items of profit and loss realized by the Partnership during the Fiscal Year in question (including items of profit and loss realized on the liquidation) and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution), pro rata in accordance with such positive Capital Account balances. This distribution shall be made no later than the end of the fiscal year during which the Partnership is liquidated (or, if later, ninety (90) days after the date on which the Partnership is liquidated). Upon the completion of the liquidation of the Partnership and the distribution of all the Partnership funds, the Partnership shall terminate and the General Partner (or the Liquidator, as the case may be) shall have the authority to execute and record all documents required to effectuate the dissolution and termination of the Partnership. In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the Partners may instead be distributed to a trust established for the benefit of the Partners for the purposes of liquidating Partnership property, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the Partners arising out of or in connection with the Partnership. The assets of any such trust shall be distributed to the Partners from time to time, in the reasonable discretion of the Liquidator, in the same proportions

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as the amount distributed to such trust by the Partnership would otherwise have been distributed to the Partners pursuant to this Agreement.

     14.4 Creation of Reserves. After making payment or provision for payment of all debts and liabilities of the Partnership and all expenses of liquidation, the Liquidator may set up such cash reserves as the Liquidator may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Partnership.

     14.5 Final Statement. Within a reasonable time following the completion of the liquidation, the Liquidator shall supply to each of the Partners a statement which shall set forth the assets and the liabilities of the Partnership as of the date of complete liquidation, each Partner’s pro rata portion of distributions under Section 14.3, and the amount retained as reserves by the Liquidator under Section 14.4.

15. POWER OF ATTORNEY

     15.1 General Partner as Attorney-in-Fact. Each Limited Partner hereby makes, constitutes, and appoints the General Partner, with full power of substitution and resubstitutions, its true and lawful attorney-in-fact for it and in its name, place, and stead and for its use and benefit to sign, execute, certify, acknowledge, swear to, file, and record (a) this Agreement and all agreements, certificates, instruments, and other documents amending or changing this Agreement as now or hereafter amended which the General Partner may deem necessary, desirable, or appropriate including, without limitation, to reflect (i) the valid exercise by the General Partner of any power granted to it under this Agreement; (ii) any amendments adopted by the Partners in accordance with the terms of this Agreement; (iii) the valid admission of any Substituted Limited Partner or Additional Limited Partner to the Partnership; or (iv) the valid disposition by any Limited Partner of its interest in the Partnership; and (b) any certificates, instruments, or documents as may be required by, or may be appropriate under, the laws of the State of Louisiana.

     15.2 Nature of Special Power. The power of attorney granted pursuant to this Article 15:

     (a) is a special power of attorney coupled with an interest and is irrevocable;

     (b) may be exercised by any such attorney-in-fact by listing the Limited Partners executing any agreement, certificate, instrument, or other document with the single signature of any such attorney-in-fact acting as attorney-in-fact for such Limited Partners; and

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     (c) shall survive the death, disability, legal incapacity, Bankruptcy, insolvency, dissolution, or cessation of existence of a Limited Partner and shall survive the delivery of an assignment by a Limited Partner of the whole or a portion of its interest in the Partnership, except that where the assignment is of such Limited Partner’s entire interest in the Partnership and the assignee, with the consent of the General Partner, is admitted as a Substituted Limited Partner, the power of attorney shall survive the delivery of such assignment for the sole purpose of enabling any such attorney-in-fact to effect such substitution.

16. MISCELLANEOUS

     16.1 Notices. All notices given pursuant to this Agreement shall be in writing and shall be deemed effective when personally delivered or when placed in the United States mail, registered or certified with return receipt requested, or when sent by prepaid telegram or facsimile followed by confirmatory letter. For purposes of notice, the addresses of the Partners shall be as stated under their names on the attached Exhibit A; provided, however, that each Partner shall have the right to change his address with notice hereunder to any other location by the giving of thirty (30) days notice to the General Partner in the manner set forth above.

     16.2 Governing Law. This Agreement shall be governed by and construed in accordance with the substantive federal laws of the United States and the laws of the State of Louisiana.

     16.3 Attorneys’ Fees. If any litigation is initiated by the Partnership against any Partner or by any Partner against another Partner or the Partnership relating to this Agreement or the subject matter hereof, the Person prevailing in such litigation shall be entitled to recover, in addition to all damages allowed by law and other relief, all court costs and reasonable attorneys’ fees incurred in connection therewith.

     16.4 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Partners, and their respective heirs, legal representatives, successors and permitted assigns; provided, however, that nothing contained herein shall negate or diminish the restrictions set forth in Articles 11 or 12 hereof.

     16.5 Construction. Every covenant, term, and provision of this Agreement shall be construed simply according to its fair meaning and not strictly for or against any Partner. The failure by any party to specifically enforce any term or provision hereof or any rights of such party hereunder shall not be construed as the waiver by that party of its rights hereunder. The waiver by any party of a breach or violation of any provision of this Agreement shall not operate as, or be construed to be, a waiver of any subsequent breach of the same or other provision hereof.

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     16.6 Time. Time is of the essence with respect to this Agreement.

     16.7 Waiver of Partition. Notwithstanding any statute or principle of law to the contrary, each Partner hereby agrees that, during the term of the Partnership, he or it shall have no right (and hereby waives any right that he or it might otherwise have had) to cause any Partnership property to be partitioned and/or distributed in kind.

     16.8 Entire Agreement. This Agreement contains the entire agreement among the Partners relating to the subject matter hereof, and all prior agreements relative hereto which are not contained herein are terminated.

     16.9 Amendments. Except as otherwise expressly provided herein, amendments or modifications may be made to this Agreement only by setting forth such amendments or modifications in a document Approved by the Partners and any alleged amendment or modification herein which is not so documented shall not be effective as to any Partner. The General Partner may, without the consent of any other Partner, amend any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith to reflect:

     (a) a change in the name of the Partnership, a change in the location of the principal place of business of the Partnership, or a change in the registered office or the registered agent of the Partnership;

     (b) admission of a Limited Partner into the Partnership or termination of any Limited Partner’s interest in the Partnership in accordance with this Agreement;

     (c) qualification of the Partnership as a limited partnership under the laws of any state or that is necessary or advisable in the opinion of the General Partner to ensure that the Partnership will not be treated as an association taxable as a corporation for federal income tax purposes, provided, in either case, such action shall not adversely affect any Limited Partner;

     (d) a change (i) that is of an inconsequential nature and does not adversely affect the Partners in any material respect; (ii) that is necessary or desirable to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or contained in any federal or state statute, compliance with any of which the General Partner deems to be in the best interest of the Partnership and the Limited Partners; or (iii) that is required or contemplated by this Agreement;

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     (e) an addition to the representations, duties, or obligations of the General Partner; or

     (f) a change to any provision in this Agreement required to be so changed by the staff of the Securities and Exchange Commission or other federal agency or by a State Securities Commissioner or similar official, which change is deemed by such commission, agency or official to be for the benefit or protection of the Partners.

However, no amendment or modification which disproportionately affects the interest of any Partner in the capital, Profits or Losses of, or distributions or allocations with respect to, the Partnership shall be effective as to any Partner unless the same has been set forth in a document duly executed by such Partner.

     16.10 Severability. This Agreement is intended to be performed in accordance with, and only to the extent permitted by, all applicable laws, ordinances, rules and regulations. If any provision of this Agreement or the application thereof to any Person or circumstance shall, for any reason and to any extent, be invalid or unenforceable, but the extent of such invalidity or unenforceability does not destroy the basis of the bargain among the Partners as expressed herein, the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected thereby, but rather shall be enforced to the greatest extent permitted by law.

     16.11 Gender and Number. Whenever required by the context, as used in this Agreement, the singular number shall include the plural and the neuter shall include the masculine or feminine gender, and vice versa.

     16.12 Exhibits. Each Exhibit to this Agreement is incorporated herein for all purposes.

     16.13 Additional Documents. Each Partner, upon the request of the General Partner, agrees to perform all further acts and execute, acknowledge and deliver any documents that may be reasonably necessary, appropriate or desirable to carry out the provisions of this Agreement.

     16.14 Section Headings. The section headings appearing in this Agreement are for convenience of reference only and are not intended, to any extent or for any purpose, to limit or define the text of any section.

     16.15 Counterparts. This Agreement may be executed in counterparts, each of which shall be an original but all of which shall constitute but one document.

     IN WITNESS WHEREOF, the Partners have executed this Agreement as of April 19, 1999.

25

GENERAL PARTNER:
PHC-DOCTORS’ HOSPITAL, INC.
By:	/s/ Howard T. Wall
Name:	Howard T. Wall
Title:	Vice President/Secretary
LIMITED PARTNER:
PHC-LOUISIANA, INC.
By:	/s/ Howard T. Wall
Name:	Howard T. Wall
Title:	Vice President/Secretary

26

AMENDMENT NO. 1  TO
AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP
OF
PHC-OPELOUSAS, L.P.

          Amendment No. 1 to Amended and Restated Agreement of Limited Partnership of PHC-Opelousas, L.P., effective as of April ______, 2005 (this “Amendment”).

          WHEREAS, PHC-Doctors’ Hospital, Inc., as the General Partner (the “General Partner”), and PHC-Louisiana, Inc., as the Limited Partner (the “Limited Partner”) are parties to that certain Amended and Restated Agreement of Limited Partnership, dated as of May 24, 1999 (the “LP Agreement”); and

          WHEREAS, the General Partner and the Limited Partner now desire to amend certain provisions of the LP Agreement as more fully described herein.

          NOW, THEREFORE, the LP Agreement is hereby amended as follows:

          1. The LP Agreement shall be amended by adding a new paragraph to the end thereto, which shall read as follows:

     “All Limited Partnership interests in the Limited Partnership shall be represented by certificate(s) issued by the Limited Partnership, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Louisiana Uniform Commercial Code and shall be governed by Article 8 of the Louisiana Uniform Commercial Code.”

          2. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Louisiana.

          3. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document.

          4. Except as amended hereby, the LP Agreement shall remain in full force and effect.

          IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first above written.

PHC-DOCTORS’ HOSPITAL, INC., as General Partner
By:	William F. Carpenter III
Name:	William F. Carpenter III
Title:	Executive Vice President and Secretary
PHC-LOUISIANA, INC., as Limited Partner
By:	William F. Carpenter III
Name:	William F. Carpenter III
Title:	Executive Vice President and Secretary

Signature Page to Amendment No. 1 to LP Agreement
of PHC-Opelousas, L.P.

EX-3.287

Exhibit 3.287

	STATE OF NEVADA
ROSS MILLER Secretary of State	OFFICE OF THE SECRETARY OF STATE	SCOTT W. ANDERSON Deputy Secretary for Commercial Recordings

Certified Copy

March 14, 2011

Job Number:	C20110311-2688
Reference Number:	00003048221-00
Expedite:
Through Date:

The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report.

Document Number(s)	Description	Number of Pages
C18901-1998-001	Articles of Incorporation	2 Pages/1 Copies

Certified By: Christine Rakow
Certificate Number: C20110311-2688
You may verify this certificate
online at http://www.nvsos.gov/ Respectfully,


ROSS MILLER
Secretary of State

Commercial Recording Division
202 N. Carson Street
Carson City, Nevada 89701-4069
Telephone (775) 684-5708
Fax (775) 684-7138

OFFICERS

PHC-Palestine, Inc.

President	Martin S. Rash
Vice President	John M. Rutledge
Vice President, Treasurer	Richard Gore
Vice President & Controller	Brenda Rector
Vice President & Secretary	Howard T.Wall
Vice President & Asst. Treasurer	Christopher T. Hannon

105 Westwood Place, Ste. 400, Brentwood, TN 37027.

** TOTAL PAGE.03 **

EX-3.288

Exhibit 3.288

PHC-PALESTINE, INC.

BYLAWS

ARTICLE I

OFFICES

SECTION 1.1. OFFICES. The Corporation, in addition to its registered office in the State of Nevada, may also have offices at such other places both within and without the State of Nevada as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

SHAREHOLDERS

SECTION 2.1. ANNUAL MEETINGS. An annual meeting of shareholders shall be held at such place within or without the State of Nevada as may be designated by the Board of Directors, except for a legal holiday, at such date and time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which the shareholders shall elect a Board of Directors by a plurality vote and transact such other business as may properly be brought before the meeting.

SECTION 2.2. SPECIAL MEETINGS. Special meetings of the shareholders for any purpose or purposes, which shall be held at such place either within or without the State of Nevada as shall be stated in the notice, or a duly executed waiver thereof, unless otherwise prescribed by statute or by the Articles of Incorporation, may be called by the President or the Board of Directors and shall be called by the President or Secretary at the request in writing of a majority of the total number of directors or at the request in writing of shareholders holding not less than fifty percent (50%) of the voting power given to all stock of the Corporation issued and outstanding and entitled to vote thereat. Such request shall state the purpose or purposes of the proposed meeting and the date, time, and place thereof. Business transacted at any special meeting of shareholders shall be limited to the purpose stated in the notice.

SECTION 2.3. FIXING RECORD DATE. In order that the Corporation may determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion, or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) or less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action.

          (a) If no record date is fixed:

               (i) The record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

               (ii) The record date for determining shareholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed.

               (iii) The record date for determining shareholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

          (b) A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

SECTION 2.4. NOTICE OF MEETING. Except as otherwise required by statute, notice of the time and place of each meeting of shareholders, whether annual or special, shall be given at least ten (10), and not more than sixty (60), days before the date the meeting is to be held, to each shareholder of record entitled to vote thereat, by delivering a written or printed notice thereof to such shareholder personally or by mailing such notice in a postage prepaid envelope addressed to such shareholder at his post office address as the same appears on the stock records of the Corporation.

          (a) Except as otherwise required by statute, no publication of any notice of a meeting of shareholders shall be required.

          (b) In the case of a special meeting, the notice shall indicate briefly the purpose or purposes of such meeting.

          (c) Except as otherwise required by statute, no notice of a special or annual meeting shall be required as to any shareholder who shall attend such meeting in person or by proxy; and if any shareholder shall, in person or by attorney duly authorized, waive notice of any meeting, whether before or after such meeting be held, notice shall not be required as to such shareholder.

          (d) Except as otherwise required by statute, no notice of any adjourned meeting of shareholders shall be required to be given.

SECTION 2.5. QUORUM. The holders of shares constituting a majority of the voting power given to all stock issued and outstanding and entitled to vote at the meeting, present in

person or represented by proxy, shall constitute a quorum at each meeting of the shareholders for the transaction of business except as otherwise provided by statute or by the Articles of Incorporation.

SECTION 2.6. ADJOURNMENT. At any meeting of the shareholders, the shareholders entitled to vote thereat, present in person or represented by proxy, may, by a vote of a majority of the voting power given to all stock so present or represented, adjourn the meeting for a period not exceeding thirty (30) days from time to time, without notice other than announcement at the meeting, except as otherwise provided by statute or the Articles of Incorporation. If a quorum was present or represented by the original meeting or if a quorum shall be present or represented at such adjourned meeting, any business may be transacted at an adjourned meeting that might have been transacted at the meeting as originally notified.

SECTION 2.7. VOTING. When a quorum is present at any meeting, all questions brought before the meeting shall be decided by the vote of the holders of shares constituting a majority of the voting power given to all stock present in person or represented by proxy at such meeting and entitled to vote thereon, unless the question is one upon which by express provision of statute, or of the Articles of Incorporation or of these Bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question.

          (a) Each outstanding share of stock shall be entitled to one vote on each matter submitted to a vote at a meeting of the shareholders, except as and to the extent otherwise provided by statute, the Articles of Incorporation, or these Bylaws.

          (b) At any meeting of the shareholders, every shareholder having the right to vote shall be entitled to vote either in person or by proxy executed in writing by such shareholder or by his duly authorized attorney-in-fact.

          (c) No proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period.

SECTION 2.8. VOTING LIST. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of shareholders, a complete list of the shareholders entitled to vote at the meeting, arranged in alphabetical order, showing the address of and the number of shares registered in the name of each shareholder. Such list shall be open to the examination of any shareholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where said meeting is to be held, and the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any shareholder who is present.

SECTION 2.9. CONSENT WITHOUT A MEETING. Whenever the vote of shareholders at a meeting thereof is required or permitted to be taken in connection with any corporate action by statute, the Articles of Incorporation, or these Bylaws, the meeting and vote

of shareholders may be dispensed with, if the holders of the outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted shall consent in writing to such corporate action being taken.

SECTION 2.10. CONDUCT OF MEETING. The Chairman of the Board, if one is elected by the Board of Directors, shall preside at all meetings of shareholders. If the Chairman of the Board is absent or otherwise unable to act, or if one has not been elected, then the President shall preside at all meetings of shareholders. The Secretary shall keep the records of each meeting of shareholders. In the absence or inability to act of any such officer, such officer’s duties shall be performed by the officer given the authority to act for such absent or non-acting officer under these Bylaws.

ARTICLE III

DIRECTORS

SECTION 3.1. NUMBER. The number of directors that shall constitute the whole board shall be two (2). The number of directors constituting the whole board may be increased or decreased by resolution of all of the directors then in office to any number between two (2) and nine (9), but in no event shall such number exceed nine (9). The directors shall be elected at the annual meeting of the shareholders at which a quorum is present, and each director elected shall hold office until his successor is elected and qualified or until his resignation or removal. Directors need not be shareholders.

SECTION 3.2. VACANCIES. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, including by a sole remaining director, and each director so chosen shall hold office until his successor is elected and qualified or until his earlier resignation or removal.

SECTION 3.3 REMOVAL. Except as otherwise provided in the Certificate of Incorporation or these Bylaws, at any meeting of shareholders called expressly for that purpose, any director or the entire Board of Directors may be removed, with or without cause, by a vote of the holder of a majority of the shares then entitled to vote on the election of directors.

SECTION 3.4. POWERS. The business and affairs of the Corporation shall be managed by the Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute, the Articles of Incorporation, or these Bylaws directed or required to be exercised or done by the shareholders.

SECTION 3.5. MEETINGS. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Nevada. The first meeting of each newly elected Board of Directors shall be held following the adjournment of and

at the same place as the annual meeting of shareholders, and no notice of such meeting shall he necessary to the newly elected directors in order to legally constitute the meeting, provided a quorum shall be present. In the event of the failure to hold such meeting of the newly elected Board of Directors, at such time and place, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or as specified in a written waiver signed by all of the directors.

          (a) Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the board and communicated to all members thereof.

          (b) Special meetings of the Board of Directors may be called by the President or the Chairman of the Board on two (2) days notice to each director, either personally or by mail or by telegram; special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of at least two (2) directors.

SECTION 3.6. QUORUM. At all meetings of the board, a majority of the total number of directors shall constitute a quorum for the transaction of business, and the act of a majority of the total number of directors shall be the act of the Board of Directors, except as otherwise provided by statute, the Articles of Incorporation, or these Bylaws. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

SECTION 3.7. PROCEDURE. The Chairman of the Board of Directors shall preside at all meetings of the shareholders and of the Board of Directors and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. The Chairman of the Board of Directors shall not be an officer of the Corporation, though the same person may serve both as Chairman of the Board of Directors and as an officer of the Corporation. He shall be chosen by the Board of Directors, as far as is practicable at the first meeting of the Board of Directors after each annual meeting of shareholders.

SECTION 3.8. ACTION WITHOUT MEETING. Unless otherwise restricted by statute, the Articles of Incorporation, or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if a written consent thereto is signed by all members of the board or of such committee, as the case may be, and such written consent is filed with the minutes of the proceedings of the board or committee.

SECTION 3.9. TELEPHONIC MEETING. Unless otherwise restricted by statute, the Articles of Incorporation, or these Bylaws, members of the Board of Directors or any committee thereof may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can simultaneously hear each other, and participation in a meeting pursuant to this Section shall constitute presence in person at such meeting.

SECTION 3.10. COMPENSATION. The directors and members of special and standing committees may be paid their expenses, if any, of attendance at each meeting of the Board of Directors or such committee, a fixed sum for attendance at each such meeting, and such other compensation as the Board of Directors may determine from time to time. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE IV

COMMITTEES

SECTION 4.1. COMMITTEES. The Board of Directors may, by resolution or resolutions passed by the majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the Corporation, which, to the extent provided in such resolution or resolutions, shall have and may exercise the power of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers that may require it; provided, however, that in no event shall any such committee have any power or authority in reference to (a) amending the Articles of Incorporation, (b) adopting an agreement of merger or consolidation, (c) recommending to the shareholders the sale, lease, or exchange of all or substantially all of the Corporation’s property and assets, (d) recommending to the shareholders a dissolution of the Corporation or a revocation of a dissolution, (e) amending the Bylaws of the Corporation, or (f) unless specifically so authorized by resolution passed by a majority of the whole board, declaring a dividend or authorizing the issuance of stock. Such committee or committees shall have such name or names and conduct its business in such areas and under such rules and regulations as may be determined from time to time by resolution passed by a majority of the whole Board of Directors. Each such committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

SECTION 4.2. COMMITTEE CHANGES; REMOVAL. The Board of Directors shall have the power at any time to fill vacancies in, to change the membership of, and to discharge any committee.

SECTION 4.3. REGULAR MEETINGS. Regular meetings of any committee may be held without notice at such time and place as may be designated from time to time by the committee and communicated to all members thereof.

SECTION 4.4. SPECIAL MEETINGS. Special meetings of any committee may be held whenever called by any committee member. The committee member calling any special meeting shall cause notice of such special meeting, including therein the time and place of such special meeting, to be given to each committee member at least two days before such special meeting. Neither the business to be transacted at, nor the purpose of, any special meeting of any committee need be specified in the notice or waiver of notice of any special meeting.

SECTION 3.10. COMPENSATION. The directors and members of special and standing committees may be paid their expenses, if any, of attendance at each meeting of the Board of Directors or such committee, a fixed sum for attendance at each such meeting, and such other compensation as the Board of Directors may determine from time to time. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE IV

COMMITTEES

SECTION 4.1. COMMITTEES. The Board of Directors may, by resolution or resolutions passed by the majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the Corporation, which, to the extent provided in such resolution or resolutions, shall have and may exercise the power of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers that may require it; provided, however, that in no event shall any such committee have any power or authority in reference to (a) amending the Articles of Incorporation, (b) adopting an agreement of merger or consolidation, (c) recommending to the shareholders the sale, lease, or exchange of all or substantially all of the Corporation’s property and assets, (d) recommending to the shareholders a dissolution of the Corporation or a revocation of a dissolution, (e) amending the Bylaws of the Corporation, or (f) unless specifically so authorized by resolution passed by a majority of the whole board, declaring a dividend or authorizing the issuance of stock. Such committee or committees shall have such name or names and conduct its business in such areas and under such rules and regulations as may be determined from time to time by resolution passed by a majority of the whole Board of Directors. Each such committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

SECTION 4.2. COMMITTEE CHANGES; REMOVAL. The Board of Directors shall have the power at any lime to fill vacancies in, to change the membership of, and to discharge any committee.

SECTION 4.3. REGULAR MEETINGS. Regular meetings of any committee may be held without notice at such time and place as may be designated from time to time by the committee and communicated to all members thereof.

SECTION 4.4. SPECIAL MEETINGS. Special meetings of any committee may be held whenever called by any committee member. The committee member calling any special meeting shall cause notice of such special meeting, including therein the time and place of such special meeting, to be given to each committee member at least two days before such special meeting. Neither the business to be transacted at, nor the purpose of, any special meeting of any committee need be specified in the notice or waiver of notice of any special meeting.

SECTION 4.5. QUORUM; MAJORITY VOTE. At meetings of any committee, a majority of the number of members designated by the Board of Directors shall constitute a quorum for the transaction of business. If a quorum is not present at a meeting of any committee, a majority of the members present may adjourn the meeting from time to time, without notice other than an announcement at the meeting, until a quorum is present. The act of a majority of the members present at any meeting at which a quorum is in attendance shall be the act of a committee, unless the act of a greater number is required by law, the Certificate of Incorporation, or these Bylaws.

SECTION 4.6. COMPENSATION. Committee members may, by resolution of the Board of Directors, be allowed a stated salary or a fixed sum and expenses of attendance, if any, for attending any committee meetings.

ARTICLE V

NOTICES

SECTION 5.1. METHOD. Notices to directors, committee members, and shareholders shall be in writing and delivered personally or mailed to the directors, committee members, or shareholders at their addresses appearing on the records of the Corporation. Notice by mail shall be deemed to be given when deposited in the United States mail postage prepaid.

SECTION 5.2. WAIVER. Whenever any notice is required to be given by statute, the Articles of Incorporation, or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the shareholders or directors need be specified in any written waivers of notice.

ARTICLE VI

OFFICERS

SECTION 6.1. ELECTED OFFICERS. The elected officers of the Corporation shall be a President, one or more Vice Presidents, with such titles as may be designated by the Board of Directors, a Secretary, and a Treasurer. No elected officer need be a director.

SECTION 6.2. ELECTION. All elected officers shall be chosen by the Board of Directors and shall be chosen at the first meeting of the Board of Directors after each annual meeting of shareholders.

SECTION 6.3. APPOINTIVE OFFICES. The Board of Directors may also appoint one or more assistant Secretaries and assistant Treasurers and such other officers, assistant officers,

and agents as it shall deem necessary, who shall exercise such powers and perform such duties as may be determined from time to time by the Board of Directors or by the President. No appointive officer or agent need be a director.

SECTION 6.4. COMPENSATION. The compensation of all officers of the Corporation shall be fixed by the Board of Directors.

SECTION 6.5. TERM. The officers and agents of the Corporation shall hold office until their successors are chosen and qualified or until their earlier resignation or removal. Any officer or agent elected or appointed by the Board of Directors may be removed with or without cause at any time by the affirmative vote of a majority of the whole Board of Directors.

SECTION 6.6. CHAIRMAN OF THE BOARD. The Chairman of the Board, if one is elected by the Board of Directors, shall be the chief executive officer of the Corporation and, subject to the Board of Directors, he shall have general executive charge, management, and control of the properties and operations of the Corporation in the ordinary course of its business, with all such powers with respect to such properties and operations as may be reasonably incident to such responsibilities. He shall preside at all meetings of the shareholders and of the Board of Directors. He may agree upon and execute all division and transfer orders, bonds, contracts, and other obligations in the name of the Corporation, and he may sign all certificates for shares of stock of the Corporation.

SECTION 6.7. PRESIDENT. The President shall be the chief executive officer of the Corporation if no Chairman of the Board has been elected and, subject to the provisions of these Bylaws, shall have general authority over the operations of the Corporation subject to the review of and approval by the Board of Directors. In the absence of the Chairman of the Board, the President shall preside when present at meetings of the shareholders and the Board of Directors. He shall have general authority to execute bonds, deeds, and contracts in the name of the Corporation and to affix the corporate seal thereto; to sign stock certificates; to cause the employment or appointment of such employees and agents of the Corporation as the proper conduct of operations may require and to fix their compensation, subject to the provisions of these Bylaws; to remove or suspend any employee or agent who shall have been employed or appointed under his authority or under authority of an officer subordinate to him; to suspend for cause, pending final action by the authority that shall have elected or appointed him, any officer subordinate to the President; and in general to exercise all the powers usually appertaining to the office of the President of a corporation, except as otherwise provided by statute, the Articles of Incorporation, or these Bylaws.

SECTION 6.8. VICE PRESIDENTS. The Vice President or, if there shall be more than one, the Vice Presidents shall generally assist the President, shall perform the duties and exercise the powers as usually pertain to the office, and shall perform such other duties and have such other powers not inconsistent with these Bylaws as the Board of Directors or the President may from time to time prescribe.

SECTION 6.9. SECRETARY. The Secretary shall attend all meetings of the Board of

Directors and all meetings of the shareholders and record all the proceedings of the meetings of the shareholders and of the Board of Directors in a book to be kept for that purpose. He shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or the President, under whose supervision he shall act. He shall keep in safe custody the seal of the Corporation, and he shall have the authority to affix the same to any instrument requiring it and, when so affixed, it may be attested by his signature or by the signature of an assistant Secretary.

SECTION 6.10. ASSISTANT SECRETARIES. Each Assistant Secretary shall have such powers and duties as may be assigned to him by the Board of Directors, the Chairman of the Board, if one has been elected, or the President. The Assistant Secretary(s) shall exercise the powers of the Secretary during that officer’s absence or inability to act.

SECTION 6.11. TREASURER. The Treasurer shall be the chief accounting officer of the Corporation and shall have active control of and shall be responsible for all matters pertaining to the accounts and finances of the Corporation. He shall audit all payrolls and vouchers of the Corporation and shall direct the manner of certifying the same; shall supervise the manner of keeping all vouchers for payments by the Corporation and all other documents relating to such payments; shall receive, audit, and consolidate all operating and financial statements of the Corporation and its various departments; shall have supervision of the books of account of the Corporation, their arrangement, and their classification; shall supervise the accounting and auditing practices of the Corporation; and shall have charge of all matters relating to taxation. The Treasurer shall have the care and custody of all monies, funds, and securities of the Corporation; shall deposit or cause to be deposited all such funds in and with such depositories as the Board of Directors shall from time to time direct or as shall be selected in accordance with procedures established by the Board of Directors; shall advise upon all terms of credit granted by the Corporation; and shall be responsible for the collection of all its accounts and shall cause to be kept full and accurate accounts of all receipts and disbursements of the Corporation. He shall have the power to endorse for deposit or collection or otherwise all checks, drafts, notes, bills of exchange, or other commercial papers payable to the Corporation and to give proper receipts or discharges for all payments to the Corporation. The Treasurer shall generally perform all the duties usually appertaining to the office of Treasurer of a corporation.

SECTION 6.12. ASSISTANT TREASURERS. Each Assistant Treasurer shall have such powers and duties as may be assigned to him by the Board of Directors, the Chairman of the Board, if one has been elected, or the President. The Assistant Treasurer(s) shall exercise the powers of the Treasurer during that officer’s absence or inability to act.

ARTICLE VII

CERTIFICATES OF STOCK

SECTION 7.1. EXECUTION. Every holder of stock in the Corporation shall be entitled

to have a certificate signed by or in the name of the Corporation by the President, or a Vice President, and by the Treasurer, or the Secretary or Assistant Secretary of the Corporation, identifying the number of shares owned by him in the Corporation. Any or all of the signatures on the certificate may be facsimiles. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue. The certificates shall be consecutively numbered and shall be entered in the books of the Corporation as they are issued and shall exhibit the holder’s name and the number of shares.

SECTION 7.2. LOST CERTIFICATES. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum and with such coverage as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen, or destroyed.

SECTION 7.3. TRANSFER OF SHARES. Shares of stock shall be transferable only on the books of the Corporation by the holder thereof in person or by his duly authorized attorney.

SECTION 7.4. REGISTERED SHAREHOLDERS. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Texas.

SECTION 7.5. REGULATIONS. The Board of Directors shall have the power and authority to make all such rules and regulations as they may deem expedient concerning the issue, transfer, and registration or the replacement of certificates for shares of stock of the Corporation.

SECTION 7.6. LEGENDS. The Board of Directors shall have the power and authority to provide that certificates representing shares of stock bear such legends as the Board of Directors deems appropriate to assure that the Corporation does not become liable for violations of federal or state securities laws or other applicable law.

ARTICLE VIII

GENERAL PROVISIONS

SECTION 8.1. DIVIDENDS. Dividends upon the stock of the Corporation, subject to the provisions of the statutes and the Articles of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting pursuant to law. Dividends may be paid in cash, in property, or in shares of stock, subject to the provisions of the statutes and the Articles of Incorporation.

SECTION 8.2. RESERVES. There may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, thinks proper as a reserve or reserves to meet contingencies, or for working capital or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the Board of Directors shall think in the best interest of the Corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

SECTION 8.3. SURETY BONDS. The Board of Directors may require, from time to time, that such officers, agents, or employees of the Corporation as the Board of Directors may direct, be bonded for the faithful performance of their duties in such amounts and by such surety companies as the Board of Directors may determine. The premium on such bonds shall be paid by the Corporation, and the bonds so furnished shall be in the custody of the Secretary.

SECTION 8.4. CHECKS. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

SECTION 8.5. FISCAL YEAR. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

SECTION 8.6. SEAL. The corporation shall have no seal.

SECTION 8.7. SECURITIES OF OTHER CORPORATIONS. The Chairman of the Board, the President, or any Vice President of the Corporation shall have the power and authority to transfer, endorse for transfer, vote, consent, or take any other action with respect to any securities of another issuer which may be held or owned by the Corporation and to make, execute, and deliver any waiver, proxy, or consent with respect to any such securities.

SECTION 8.8. MORTGAGES, ETC. With respect to any deed, deed of trust, mortgage, or other instrument executed by the Corporation through its duly authorized officer or officers, the attestation to such execution by the Secretary of the Corporation shall not be necessary to constitute such deed, deed of trust, mortgage, or other instrument a valid and binding obligation against the Corporation unless the resolution, if any, of the Board of Directors authorizing such execution expressly state that such attestation is necessary.

SECTION 8.9. INVALID PROVISIONS. If any part of these Bylaws shall be held invalid or inoperative for any reason, the remaining parts, so far as it is possible and reasonable, shall remain valid and operative.

ARTICLE IX

AMENDMENT

SECTION 9.1. AMENDMENT. These Bylaws may be altered, amended, or repealed or new Bylaws may be adopted by the affirmative vote of a majority of the Board of Directors at any regular or special meeting of the board.

The undersigned, the Secretary of the Corporation, hereby certifies that the foregoing Bylaws were adopted by the Board of Directors of the Corporation as of August 10, 1998.

/s/ Howard T. Wall III  

Howard T. Wall III 

Secretary 

EX-3.289

Exhibit 3.289

PAGE 1

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “PHC–SELMA, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE TWELFTH DAY OF JULY, A.D. 2004, AT 12:55 O’CLOCK P.M.

     CERTIFICATE OF AMENDMENT, FILED THE THIRTEENTH DAY OF JULY, A.D. 2005, AT 1:01 O’CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “PHC–SELMA, LLC”.

		/s/ Jeffrey W. Bullock,
3827639 8100H 110293691 You may verify this certificate online at corp. delaware. gov/authver.shtm1		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8620754 DATE: 03–14–11

CERTIFICATE OF FORMATION
OF
PHC-SELMA, LLC

Pursuant to Section 18-201 of the Delaware Limited Liability Company Act, the undersigned, desiring to form a limited liability company, does hereby certify as follows:

1. The name of the limited liability company is PHC-Selma, LLC (the “LLC”)

2. The address of the LLC’s registered office in the State of Delaware is 9 East Loockerman Street, Suite 1B, in the City of Dover, County of Kent, 19901. The name of the registered agent is National Registered Agents, Inc.

3. This Certificate of Formation shall be effective upon filing with the Delaware Secretary of State.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation on this 9^th day of July, 2004.

PHC-SELMA, LLC
 

/s/ Hunter Rost,  

Hunter Rost, Authorized Person 

State of Delaware

Secretary of State

Division of Corporations

Delivered 12:55 PM 07/12/2004

FILED 12:55 PM 07/12/2004

SRV 040508785 – 3827639 FILE

State of Delaware

secretary of State

Division of Corporations

Delivered 01:32 PM 07/13/2005

FILED 01:01 PM 07/13/2005

SRV 050578993 — 3827639 FILE

CERTIFICATE OF AMENDMENT

OF

PHC-SELMA, LLC

     1. The name of the limited liability company is PHC-SELMA, LLC.

     2. The Certificate of Formation of the limited liability company is hereby amended as follows:

     Article 2 should be removed in its entirety and replaced with the following:

     2. The address of its registered office in the State of Delaware is: Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of PHC-SELMA, LLC this 1st day of July, 2005.

PHC-SELMA, LLC
By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp

DE0B4 - 2/12/2002 C T System Online

EX-3.290

Exhibit 3.290

LIMITED LIABILITY COMPANY AGREEMENT
OF
PHC-SELMA, LLC

          This Limited Liability Company Agreement of PHC-Selma, LLC, effective as of April 14, 2005 (this “Agreement”), is entered into by Province Healthcare Company, a Delaware corporation, as the sole member (the “Member”).

          WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto.

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby adopts this Limited Liability Company Agreement and hereby agrees as follows:

          1. Name. The name of the limited liability company formed hereby is PHC-Selma, LLC (the “Company”), or such other name as may be selected by the Member from time to time.

          2. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 9 East Loockerman Street, Dover, Delaware 19901.

          4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is National Registered Agents, Inc.

          5. Taxation. It is the intention of the Member that the Company be treated as a disregarded entity for federal and Delaware income tax purposes and shall not file separate tax returns, but shall file tax returns in combination with its sole Member. The Company, so long as it has only one Member, shall be a disregarded entity and shall not be subject to tax separate from its Member. All of its income, gains, expenses and loss shall flow through and be recorded on the return of its Member. In the event the Company has more than one Member, it shall file federal income tax returns as a partnership.

          6. Authorized Units. The Company shall be authorized to issue 1,000 units of membership interest (“Units”) or such greater or lesser number as the board of representatives of the Company (the “Board”) may determine from time to time. Schedule A sets forth the number of Units owned by the Member(s).

          7. Member(s) and Capital Contribution. The name and the business address of the Member(s) and the amount of cash or other property contributed or to be contributed by the Member(s) to the capital of the Company is set forth in Schedule A attached hereto and shall be listed on the books and records of the Company. The representatives of the Company (the “Representatives”) shall cause the books and records, and the aforementioned Schedule, to be updated from time to time as necessary to accurately reflect the information therein.

          The Member(s) shall not be required to make any additional contributions of capital to the Company, although the Member(s) may from time to time agree to make additional capital contributions to the Company.

          A person who, in accordance with the terms of this Agreement, acquires a Member’s Units by transfer or assignment or to whom the Company issues Units shall be admitted to the Company as a member and shall become a “Member” for purposes of this Agreement.

          8. Board of Representatives. Except as otherwise expressly provided herein, the general management and determination of all questions and policies relating to the affairs and policies of the Company shall be decided by a majority vote of the Representatives. Except as otherwise provided for herein, the Board shall act on behalf of the Company for all purposes in connection with the business and affairs of the Company, and shall have all rights and powers required for or appropriate to its management of the Company’s business.

          9. Member Actions. Each of the following actions shall require the approval of a majority of the Percentage Interest of the Members entitled to vote:

     (a) sale or issuance of any Units;

     (b) sale, assignment, pledge, mortgage or other encumbering of any of the Company’s property except for sales of supplies and other current assets in the ordinary course of the Company’s business;

     (c) borrowing money in the name of the Company other than incurring accounts payables, trade payables and other similar payables in the ordinary course of the Company’s business;

     (d) entering into a merger, consolidation or similar transaction;

     (e) entering into any partnership, joint venture or similar relationship;

     (f) amending this Agreement or the Certificate of Formation of the Company (the “Certificate”);

     (g) dissolving the Company;

2

     (h) taking any other action which this Agreement or the Act expressly provides for the approval of the Member(s); and

     (i) agreeing to or obligating the Company to do any of the foregoing.

          For purposes of this Agreement, “Percentage Interest” shall mean, as to a Member, the percentage obtained by dividing the total Units owned by such Member by the total number of Units owned by all Members.

          10. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the approval of the Member(s) in accordance with the terms of this Agreement or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          11. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member(s) in accordance with their respective Percentage Interests.

          12. Distributions. Distributions shall be made to the Member(s) at the times determined by the Board.

          13. Admission of Member. No new potential member shall become a Member until (i) such potential member accepts, ratifies and agrees in writing to be bound by the terms and conditions of the Certificate and this Agreement and (ii) the Board unanimously approves such admission as a Member. The Board shall promptly cause Schedule A hereto to be amended to reflect the admission of the new Member upon the compliance of all the conditions of this Section 13.

          14. Meetings of the Members. Meetings of the Members may be held at any place upon call of a majority of the Members or the Representatives, which call shall set forth the date, time and place of meeting and, if required by law, the purpose of the meeting. Written, oral or any other mode of notice of the date, time and place of meeting shall be given for special meetings in sufficient time, which need not exceed two (2) days in advance, for the convenient assembly of the Members. The presence of Members holding a majority of the Percentage Interest entitled to vote on the specific matter shall constitute a quorum and an action shall be taken by a majority vote of the Percentage Interest of those Members entitled to vote at a duly called meeting in which a quorum is present. In lieu of a meeting of the Members, an action may be taken by written consent. In order to take an action by written consent, a written waiver of a meeting must be executed by a quorum of the Members and the action must be approved in writing by Members holding a majority of the Percentage Interest entitled to vote on such matter or such greater number as would be necessary to take such action in a meeting of the Members at which a quorum is present. An action taken by consent shall be effective as an action taken at a meeting in which a quorum was present and may be referred to as being taken in a meeting of the Members.

          15. Meetings of the Board. Meetings of the Board may be held at any place upon call of a majority of the Members or any Representative, which call shall set

3

forth the date, time and place of meeting and, if required by law, the purpose of the meeting. Written, oral or any other mode of notice of the date, time and place of meeting shall be given for special meetings in sufficient time, which need not exceed two (2) days in advance, for the convenient assembly of the Representatives. A majority of the number of Representatives of the Company shall constitute a quorum and the vote of a majority of the Representatives present at the time of the vote, if a quorum is present, shall be the act of the Board. In lieu of a meeting of the Board, an action may be taken by written consent. In order to take an action by written consent, a written waiver of a meeting must be executed by a quorum of the Representatives and the action must be approved in writing by a majority of the Representatives or such greater number as would be necessary to take such action in a meeting of the Board at which a quorum is present. An action taken by consent shall be effective as an action taken at a meeting in which a quorum was present and may be referred to as being taken in a meeting of the Board.

          16. Managers. The Board shall elect any managers of the Company (each a “Manager”) as it deems appropriate and such Managers shall not be compensated unless otherwise determined by the Board. Managers shall have the authority and responsibilities given them by the Board or in accordance with the Act and each Manager shall hold office until his successor is elected and qualified, unless a different term is specified by the Board.

          17. Liability of Members, Managers and Representatives. No Member, Manager or Representative shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          18. Indemnification.

     (a) The Company shall indemnify, and upon request shall advance expenses to, in the manner and to the full extent permitted by law, any Member, Representative and Manager (or the estate of any such person) who was or is a party to, or is threatened to be made a party to, any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal, by reason of the fact that such person is or was a Member, Representative or Manager of the Company, or is or was serving at the request of the Company as a director, officer, partner, manager, representative, trustee or employee of another corporation, partnership, joint venture, trust or other enterprise (an “indemnitee”). The Company may, to the full extent permitted by law, purchase and maintain insurance on behalf of any such person against any liability which may be asserted against the individual arising from the individual’s status as an indemnitee. To the full extent permitted by law, the indemnification and advances provided for herein shall include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement. The indemnification provided herein shall not be deemed to limit the right of the Company to indemnify any other person for any such expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement to the full extent permitted by law, both as to action in his official capacity and as to action in another capacity while holding such office. Notwithstanding the

4

foregoing, the Company shall not indemnify any such indemnitee (a) in any proceeding by the Company against such indemnitee; or (b) if a judgment or other final adjudication adverse to the indemnitee establishes his liability for (i) any breach of the duty of loyalty to the Company or its shareholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) unlawful distributions under Section 18-607 of the Act.

     (b) The rights to indemnification and advancement of expenses set, forth in Section 18(a) above are intended to be greater than those which are otherwise provided for in the Act, are contractual between the Company and the person being indemnified, his heirs, executors and administrators, and, with respect to Section 18(a), are mandatory, notwithstanding a person’s failure to meet the standard of conduct required for permissive indemnification under the Act, as amended from time to time. The rights to indemnification and advancement of expenses set forth in Section 18(a) above are nonexclusive of other similar rights which may be granted by law, this Agreement, a resolution of the Board or the Members, or an agreement with the Company, which means of indemnification and advancement of expenses are hereby specifically authorized.

     (c) Any repeal or modification of the provisions of this Section 18, either directly or by the adoption of an inconsistent provision of this Agreement, shall not adversely affect any right or protection set forth herein existing in favor of a particular individual at the time of such repeal or modification. In addition, if an amendment to the Act limits or restricts in any way the indemnification rights permitted by law as of the date hereof, such amendment shall apply only to the extent mandated by law and only to activities of persons subject to indemnification under this Section 18 which occur subsequent to the effective date of such amendment.

          19. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to the principles of conflicts of law. In particular, this Agreement shall be construed to the maximum extent possible to comply with all the terms and conditions of the Act.

          20. Certificate(s) of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

[Signature page follows]

5

     IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of the 14th day of April, 2005.

MEMBER: PROVINCE HEALTHCARE COMPANY
By:	/s/ Howard T. Wall, III
	Name:	Howard T. Wall, III
	Title:	Senior Vice President, General      Counsel and Secretary

Signature Page to LLC Agreement of PHC-Selma, LLC

EX-3.291

Exhibit 3.291

STATE OF TENNESSEE
Tre Hargett, Secretary of State
Division of Business Services
William R. Snodgrass Tower
312 Rosa L. Parks AVE, 6th FL
Nashville, TN 37243-1102

CFS
992 DAVIDSON DRIVE
SUITE B
Nashville, TN 37205

Request Type: Certified Copies	Issuance Date:        03/11/2011
Request #:          33911	Copies Requested: 1

Document Receipt

Receipt #: 376939	Filing Fee:	$	20.00
Payment-Account — CFS, NASHVILLE, TN		$	20.00

I, Tre Hargett, Secretary of State of the State of Tennessee, do hereby certify that PHC-TENNESSEE, INC., Control # 370719 was formed or qualified to do business in the State of Tennessee on 05/11/1999. PHC-TENNESSEE, INC. has a home jurisdiction of Williamson County and is currently in an Active status.

            Tre Hargett

       Secretary of State

Processed By:     Nichole Hambrick

The attached document(s) was/were filed in this office on the date(s) indicated below:

Reference #	Date Filed	Filing Description
3681-2092	05/11/1999	Initial Filing
3926-0508	06/16/2000	Registered Agent Change (by Agent)
5507-1757	07/14/2005	Registered Agent Change (by Entity)
5775-2452	04/27/2006	2005 Annual Report (Due 04/01/2006)

Phone 615-741-6488 * Fax (615) 741-7310 * Website: http://tnbear.tn.gov/

Page 1 of 1

CHARTER

OF

PHC-TENNESSEE, INC.

          The undersigned, an individual, does hereby act as incorporator in adopting the following Charter for the purpose of organizing a corporation for profit, pursuant to the provisions of the Tennessee Business Corporation Act.

          FIRST: The corporate name for the corporation (hereinafter called the “Corporation”) is PHC-Tennessee, Inc.

          SECOND: The number of shares which the Corporation is authorized to issue is One Thousand (1,000), all of which are of a par value of $.01 dollars each and are of the same class and are to be Common shares.

          THIRD: The street address and zip code of the initial registered office of the Corporation in the State of Tennessee is 1912 Hayes Street, Nashville, TN 37203, county of Davidson. The name of the initial registered agent of the Corporation at the said registered office is National Registered Agents, Inc.

          FOURTH: The name and the address and zip code of the incorporator are:

NAME	ADDRESS
Howard T. Wall	105 Westwood Place, Ste. 400 Brentwood, TN 37027

          FIFTH: The street address and zip code of the initial principal office of the Corporation are 105 Westwood Place, Ste. 400, Brentwood, TN 37027.

          SIXTH: No holder of any of the shares of any class of the Corporation shall be entitled as of right to subscribe for, purchase, or otherwise acquire any shares of any class of the corporation which the corporation proposes to issue or any rights or options which the corporation proposes to grant for the purchase of shares of any class of the Corporation or for the purchase of any shares, bonds, securities, or obligations of the Corporation which are convertible into or exchangeable for, or which carry any rights, to subscribe for, purchase, or otherwise acquire shares of any class of the Corporation; and any and all of such shares, bonds, securities, or obligations of the Corporation, whether now or hereafter authorized or created, may be issued, or may be reissued if the same have been reacquired and if their reissue is not prohibited, and any and all of such rights and options may be granted by the Board of Directors to such individuals and entities, and for such lawful consideration, and on such terms, as the Board of Directors in its discretion may determine, without first offering the same, or any thereof, to any said holder.

          SEVENTH: The corporation is for profit.

          EIGHTH: The purposes for which the corporation is organized are as follows:

     To engage in any lawful business. To have all of the general powers granted to Corporations organized under the Tennessee Business Corporation Act whether granted by specific statutory authority or by construction of law.

          NINTH: The Corporation shall, to the fullest extent permitted by the provisions of the Tennessee Business Corporation Act, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said provisions from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said provisions, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, vote of shareholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

          TENTH: The personal liability of the directors of the Corporation is eliminated to the fullest extent permitted by the provisions of the Tennessee Business Corporation Act, as the same may be amended and supplemented.

          ELEVENTH: The duration of the corporation shall be perpetual. Signed on May 11, 1999.

/s/ Howard T. Wall 

Howard T. Wall, Incorporator 

3926   0508

SECRETARY OF STATE
DIVISION OF BUSINESS SERVICES
James K. Polk Building, Suite 1800
Nashville, TN 37243-0306

MASS CHANGE OF REGISTERED OFFICE (BY AGENT)

Pursuant to the provisions of Sections 48-15-102 and 48-25-108 off the Tennessee Business Corporation Act, Sections 48-55-102 and 48-85-108 of the Tennessee Nonprofit Corporation Act, Section 48-208-102 of the Tennessee Limited Liability Company Act, Sections 61-2-104 and 61-2-904 of the Tennessee Revised Uniform Limited Partnership Act, and Section 61-1-144 of the Tennessee Uniform Limited Partnership Act, the undersigned registered agent hereby submits this application to change its business address and the registered office address of the businesses noted below:

1. The names of the affected corporations, limited liability companies, limited partnerships and limited liability partnerships are identified in the attached list by their S.O.S. control numbers, which list is incorporated herein by reference.

2. The street address of its current registered office is 1912 Hayes Street, Nashville, TN 37203.

3. The name of the current registered agent is National Registered Agents, Inc.

4. The street address (including county) of the new registered office is:

     1900 Church Street, Suite 400, Nashville, TN 37203

5. After the change, the street addresses of the registered office and the business office of the registered agent will be identical.

6. The corporations, limited liability companies, limited partnerships and limited liability partnerships identified in the attached list have been notified of the change of address for the registered office.

June 13, 2000	/s/ Dennis E. Howarth
Signature Date	Signature of Registered Agent Dennis E. Howarth, President
	Printed or Typed Name

3926   D509

MASS CHANGE OF REGISTERED OFFICE (BY AGENT) Attachment

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0050000	0226356	0282308	0306030	0318183	0331781	0343900	0350003	0358139	0368637	0374046	0379014
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0080534	0233069	0284276	0307092	0319121	0332086	0344287	0350408	0358762	0369002	0374378	0379624
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0169144	0256650	0295938	0310606	0325327	0337065	0346833	0354088	0362220	0370975	0375904	0382465
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0176741	0258007	0297358	0311592	0326259	0337827	0347477	0354833	0362839	0371330	0376107	0382755
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0177900	0258229	0297689	0312014	0326412	0338247	0347532	0354901	0363111	0371532	0376128	0382837
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0188527	0255717	0300264	0313044	0387697	0339388	??	0355849	0364373	0371980	0376638	0383642
0199762	0266237	0300760	0313272	0328095	0339429	0347823	0355904	0364525	0371981	0377047	0383768
0194773	0256419	0301298	0314287	0328193	0339533	0347824	0355809	0364640	0372248	0377076	0383842
0197927	0266749	0301449	0314292	0328333	0339604	0347825	0356089	0365201	0372281	0377078	0383847
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0200336	0268223	0302261	0314635	0328862	0339792	0347827	0356183	0365259	0365259	0377276	0384154

3926   0510

[ILLEGIBLE]

0384193

0384328

0384329

0384458

0384461

0384621

0384668

0384744

0384822

0384913

0385043

0385154

0385250

0385378

0385456

0385484

0385507

0385712

0385713

0385714

0385715

0385716

038571?

0385770

0386164

0386268

0386398

0386549

0386613

0386750

0386985

0387039

0387348

0387381

0387428

0387474

0387572

0387728

0387803

0387841

0387893

0388007

0388141

0388244

0388564

0388617

0388634

0389084

0389085

0389230

0389275

0389349

0389446

0389470

Corporate Filings
312 Eighth Avenue North
6^th Floor, William R. Snodgrass Tower
Nashville, TN 37243

CHANGE OF REGISTERED
AGENT/OFFICE
(BY CORPORATION)

For Office Use Only

     Pursuant to the provisions of Section 48-15-102 or 48-25-108 of the Tennessee Business Corporation Act or Section 48-55-102 or 48-65-108 of the Tennessee Nonprofit Corporation Act, the undersigned corporation hereby submits this application:

     1. The name of the corporation is PHC-Tennessee, Inc.

     2. The street address of its current registered office is 1900 Church Street, Suite 400, Nashville, TN 37203

     3. If the current registered office is to be changed, the street address of the new registered office, the zip code of such office, and the county in which the office is located is 800 S. Gay Street, Suite 2021, Knoxville, TN 37929 (County of Knox)

     4. The name of the current registered agent is National Registered Agents, Inc.

     5. If the current registered agent is to be changed, the name of the new registered agent is CT Corporation System

     6. After the change(s), the street addresses of the registered office and the business office of the registered agent will be identical.

July 1, 2005	PHC-Tennessee, Inc.
Signature Date	Name of Corporation
Assistant Secretary	/s/ Marry Kim E. Shipp
Signer’s Capacity	Signature
	Marry Kim E. Shipp
	Name (typed or printed)

SS-4427(Rev.6/03) Filing Fee $20.00 RDA1678

[ILLEGIBLE]

CORPORATION ANNUAL REPORT Annual Report Filling Fee Due: $20 it no changes are made in block to the registred agent/office, or $40, if any chagnes are made in block to the registered agent/office Please return completed form to: TENNESSEE SECREATRY OF STATE Attn: Annual Report 312 Elgth Ave. N, 6th Floor William R. Snodgrass Tower Nashville, TN. 37243 CURRENT FISCAL YEAR CLOMN MONTH 12 THIS REPORT IS DUE ON OR BEFORE 04/01/06 STATE OR COUNTRY OF INCORPORATION:

PHC-Tennesee, Inc.
103 Powell Court, Suite 200
Brentwood, Tennessee 37027
(615) 372-8500

Officers:

Thomas M. Weiss	President
William F. Carpenter III	Executive Vice President and Secretary
Michael J. Culotta	Chief Financial Officer
William M. Gracey	Chief Operations Officer
R. Scott Raplee	Senior Vice President
Thomas H. Butler, Jr.	Vice President
Gary D. Willis	Vice President
W. Vail Willis	Vice President
Christopher J. Monte	Vice President
Mary Kim E. Shipp	Assistant Secretary

Directors:

William F. Carpenter III
Michael J. Culotta

Mailing Address for all Officers and Directors:

103 Powell Court, Suite 200
Brentwood, TN 37027

EX-3.292

Exhibit 3.292

BYLAWS
OF
PHC-TENNESSEE, INC.

     1. Annual Meeting of the Shareholders. The annual meeting of shareholders for the election of directors and such other purposes as may be set forth in the notice of meeting shall be held at the time and place, within or outside the State of Tennessee, fixed by the board of directors.

     2. Special Meetings of the Shareholders. Special meetings of the shareholders may be held at any place within or outside the State of Tennessee upon call of the board of directors, the chairman of the board of directors, if any, the president, or the holders of at least ten percent of the issued and outstanding shares of capital stock entitled to vote.

     3. Transfer of Stock. The capital stock of the Corporation shall be transferred on the books of the Corporation by surrender of properly endorsed certificates therefor by the holders thereof or their duly authorized attorneys-in-fact. In case of transfer by attorney, the power of attorney, duly executed and acknowledged, shall be deposited with the secretary. The person in whose name stock stands on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.

     4. Directors. The business of the Corporation shall be managed by a board of directors consisting of not less than two nor more than seven members, such number of directors within such range to be fixed by action of the board of directors. The range of size for the board may be increased or decreased by the shareholders. Vacancies in the board of directors, whether resulting from an increase in the number of directors, the removal of directors for or without cause, or otherwise, may be filled by a vote of a majority of the directors then in office, although less than a quorum. Directors may be removed for or without cause by the shareholders.

     5. Meetings of the Board of Directors. Regular meetings of the board of directors may be held without notice of the date, time, place or purpose of the meeting (a) at the location of the annual meeting of shareholders immediately after the meeting in each year and (b) at such times and at such places within or outside the State of Tennessee as shall be fixed by the board of directors. Special meetings of the board of directors may be held at any place within or outside the State of Tennessee upon call of the chairman of the board of directors, if any, the president or a majority of the directors then in office, which call shall set forth the date, time and place of meeting and, if required by law, the purpose of the meeting. Written, oral, or any other mode of notice of the date, time and place of meeting shall be given for special meetings in sufficient time, which need not exceed two days in advance, for the convenient assembly of the directors. A majority of the number of directors of the Corporation then in office, but in no event less than one-third of the number of directors the Corporation would have if there were no vacancies in the board of directors, shall constitute a quorum, and the vote of a majority of the directors present at the time of the vote, if a quorum is present, shall

be the act of the board of directors.

     6. Officers. The board of directors shall elect a president and secretary, and such other officers as it may deem appropriate. The president, secretary, and any other officer so appointed by the board of directors are authorized to execute certificates representing shares of the Corporation’s capital stock. Persons may hold more than one office except that no person may serve as both president and secretary. Officers shall have the authority and responsibilities given them by the board of directors, and each officer shall hold office until his successor is elected and qualified, unless a different term is specified by the board of directors.

     7. Committees. By resolution adopted by the greater of (i) a majority of the directors of the Corporation then in office when the action is taken or (ii) the number of directors required by the Charter or bylaws to take action, the directors may designate from among their number one or more directors to constitute an executive committee and other committees, each of which, to the extent permitted by law, shall have the authority granted it by the board of directors.

     8. Amendment of Bylaws. The bylaws of the Corporation may be amended or repealed, and additional bylaws may be adopted, by action of the board of directors or of the shareholders, but any bylaws adopted by the shareholders may be amended or repealed only by the shareholders.

     IN WITNESS WHEREOF, each of the undersigned has executed this instrument on behalf of each of the Companies listed on Annex I hereto this       day of April, 2005.

/s/ Martin S. Rash Martin S. Rash

/s/ Howard T. Wall Howard T. Wall

[Signature page to Unanimous Written Consent of Board of the Company]

EX-3.293

Exhibit 3.293

PAGE 1

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “PINELAKE PHYSICIAN PRACTICE, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE NINETEENTH DAY OF NOVEMBER, A.D. 1998, AT 9 O’CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “PINELAKE PHYSICIAN PRACTICE, LLC”.

2969137 8100H

110293691

/s/ Jeffrey W. Bullock Jeffrey W. Bullock, Secretary of State

AUTHENTICATION: 8620755

DATE: 03–14–11

You may verify this certificate online
at corp.delaware.gov/authver.shtml

CERTIFICATE OF FORMATION
OF
PINELAKE PHYSICIAN PRACTICE, LLC

Under Section 18-201 of the
Delaware Limited Liability Company Act

          FIRST: The name of the limited liability company PineLake Physician Practice, LLC (the “Company”).

          SECOND: The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

          THIRD: The name and address of the Company’s registered agent for service of process is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

          IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of November 19, 1998.

By:	/s/ John M. Franck II
	Name:	John M. Franck II
	Title:	Authorized Person

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00AM 11/19/1998

981447607 – 2969137

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:00 AM 01/22/2002

020040635 – 2969137

CERTIFICATE OF AMENDMENT

OF

PineLake Physician Practice, LLC

     1. The name of the limited liability company is

               PineLake Physician Practice, LLC

     2. The Certificate of Formation of the limited liability company is hereby amended as follows:

The name and address of the registered agent is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of PineLake Physician Practice, LLC this 15 day of January, 2002.

PineLake Physician Practice, LLC

/s/ William F. Carpenter III William F. Carpenter III,

Manager

        Title

EX-3.294

Exhibit 3.294

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
PINELAKE PHYSICIAN PRACTICE, LLC

          This Amended and Restated Limited Liability Company Agreement of PineLake Physician Practice, LLC, is entered into by Community Hospital, Inc., as the sole member (the “Member”).

          WHEREAS, the Member desires to amend and restate the Limited Liability Company Agreement of PineLake Physician Practice, LLC, effective as of November 19, 1998.

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby agrees as follows:

          1. Name. The name of the limited liability company shall be PineLake Physician Practice, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”) engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

          4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set

forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

James M. Fleetwood, Jr.	President and Secretary
Scott L. Mercy	Chief Executive Officer
John M. Franck II	Vice President
Ronald Lee Grubbs, Jr.	Vice President
R. Milton Johnson	Vice President

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

2

          15. Certificate(s) of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

          17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

******

3

          IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Limited Liability Company Agreement on the 29^th day of April, 1999.

COMMUNITY HOSPITAL, INC.
By:	/s/ John M. Franck II
	John M. Franck II
	Vice President

4

ADDENDUM

     Effective as of May 7, 1999 (the “Effective Date”), Community Hospital, Inc. (“Community”) assigned, transferred and conveyed its 100% limited liability company interest in PineLake Physician Practice, LLC, a Delaware limited liability company (“LLC”), to LifePoint of Kentucky, LLC ( “LifePoint”), whereupon LifePoint became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Community as the sole member (the “Member”) shall be deemed to be references to LifePoint as the Member.

     IN WITNESS WHEREOF, LifePoint has executed this Addendum on the 7^th day of May, 1999.

LifePoint of Kentucky, LLC
By:	/s/ John M. Franck II
	John M. Franck II
	Vice President

EX-3.295

Exhibit 3.295

PAGE 1

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “PINELAKE REGIONAL HOSPITAL, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE NINETEENTH DAY OF OCTOBER, A.D. 1998, AT 9 O’CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “PINELAKE REGIONAL HOSPITAL, LLC”.

2956756 8100H

110292775

/s/ Jeffrey W. Bullock
Jeffrey W. Bullock, Secretary of State

AUTHENTICATION: 8620190

DATE: 03-14-11

You may verify this certificate online
at corp.delaware.gov/authver.shtml

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 10/19/1998

981402240 — 2956756

CERTIFICATE OF FORMATION
OF
PINELAKE REGIONAL HOSPITAL, LLC

Under Section 18-201 of the
Delaware Limited Liability Company Act

          FIRST: The name of the limited liability company is PineLake Regional Hospital, LLC (the “Company”).

          SECOND: The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

          THIRD: The name and address of the Company’s registered agent for service of process is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

          IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of October 19, 1998.

By:	/s/ John M. Franck II
	Name:	John M. Franck II
	Title:	Authorized Person

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:00 AM 01/22/2002
020040642 — 2956756

CERTIFICATE OF AMENDMENT

OF

PineLake Regional Hospital, LLC

     1. The name of the limited liability company is PineLake Regional Hospital, LLC

     2. The Certificate of Formation of the limited liability company is hereby amended as follows:

     The name and address of the registered agent is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of PineLake Regional Hospital, LLC this [ILLEGIBLE] day of January, 2002.

PineLake Regional Hospital, LLC

/s/ William F. Carpenter III William F. Carpenter III,

Manager

       Title

EX-3.296

Exhibit 3.296

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
PINELAKE REGIONAL HOSPITAL, LLC

          This Amended and Restated Limited Liability Company Agreement of PineLake Regional Hospital, LLC, is entered into by Community Hospital, Inc., as the sole member (the “Member”).

          WHEREAS, the Member desires to amend and restate the Limited Liability Company Agreement of PineLake Regional Hospital, LLC, effective as of October 19, 1998.

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby agrees as follows:

          1. Name. The name of the limited liability company shall be PineLake Regional Hospital, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”) engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

          4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set

forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

James M. Fleetwood, Jr.	President and Secretary
Scott L. Mercy	Chief Executive Officer
John M. Franck II	Vice President
Ronald Lee Grubbs, Jr.	Vice President
R. Milton Johnson	Vice President

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

2

          15. Certificate(s) of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

          17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

******

3

          IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Limited Liability Company Agreement on the 29^th day of April, 1999.

COMMUNITY HOSPITAL, INC.
By:	/s/ John M. Franck II
	John M. Franck II
	Vice President

4

ADDENDUM

     Effective as of May 7, 1999 (the “Effective Date”), Community Hospital, Inc. (“Community Hospital”) assigned, transferred and conveyed its 100% limited liability company interest in PineLake Regional Hospital, LLC, a Delaware limited liability company (“LLC”), to LifePoint of Kentucky, LLC (“LifePoint”), whereupon LifePoint became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Community Hospital as the sole member (the “Member”) shall be deemed to be references to LifePoint as the Member.

     IN WITNESS WHEREOF, LifePoint has executed this Addendum on the 7^th day of May, 1999.

LIFEPOINT OF KENTUCKY, LLC
By:	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

EX-3.297

Exhibit 3.297

PAGE 1

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “POITRAS PRACTICE, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE NINETEENTH DAY OF NOVEMBER, A.D. 1998, AT 9 O’CLOCK A.M.

     CERTIFICATE OF MERGER, FILED THE TWENTY-FIRST DAY OF APRIL, A.D. 1999, AT 4:40 O’CLOCK P.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “POITRAS PRACTICE, LLC”.

2969139 8100H

110292783

/s/ Jeffrey W. Bullock
Jeffrey W. Bullock, Secretary of State

AUTHENTICATION: 8620200

DATE: 03-14-11

You may verify this certificate online
at corp.delaware.gov/authver.shtml

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 11/19/1998

981447611 — 2969139

CERTIFICATE OF FORMATION
OF
POITRAS PRACTICE, LLC

Under Section 18-201 of the
Delaware Limited Liability Company Act

          FIRST: The name of the limited liability company is Poitras Practice, LLC (the “Company”).

          SECOND: The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

          THIRD: The name and address of the Company’s registered agent for service of process is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

          IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of November 19, 1998.

By:	/s/ John M. Franck II
	Name:	John M. Franck II
	Title:	Authorized Person

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 04:40 PM 04/21/1999

991158030 — 2969139

CERTIFICATE OF MERGER

OF

CENTRAL UTAH MERGER CORP.

INTO

POITRAS PRACTICE, LLC

Pursuant to Section 18-209
of the Delaware Limited Liability Company Act
and Section 264 of the Delaware General Corporation Law

          The undersigned limited liability company and corporation DO HEREBY CERTIFY:

          FIRST: The name and the state of organization of each of the constituent entities to the merger are as follows:

Name	State of Formation or Organization
Poitras Practice, LLC (the “LLC”)	Delaware
Central Utah Merger Corp. (the “Company”)	Delaware

          SECOND: An Agreement and Plan of Merger between the constituent entities to the merger (the “Merger Agreement”) has been adopted, approved, certified, executed and acknowledged by each of the constituent entities to the merger.

          THIRD: The Company shall be merged with and into the LLC, with the LLC being the surviving entity (the “Surviving Entity”) in the merger, and the name of the Surviving Entity shall be Poitras Practice, LLC.

          FOURTH: The Certificate of Formation of the LLC at the effective time of the merger shall be the Certificate of Formation of the Surviving Entity.

          FIFTH: The executed Merger Agreement is on file at the principal place of business of the Surviving Entity. The address of the Surviving Entity is One Park Plaza, Nashville, Tennessee 37203.

          SIXTH: A copy of the Merger Agreement will be furnished by the Surviving Entity, on request and without cost, to any shareholder or member, as the case may be, of the constituent entities.

          SEVENTH: This Certificate of Merger shall be effective on April 21, 1999.

*****

2

          IN WITNESS WHEREOF, this Certificate of Merger has been executed on this 20th day of April, 1999.

POITRAS PRACTICE, LLC
By:	/s/ John M. Franck II
	Name:	John M. Franck II
	Title:	Manager
CENTRAL UTAH MERGER CORP.
By:	/s/ R. Milton Johnson
	Name:	R. Milton Johnson
	Title:	Vice President

3

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:00 AM 01/22/2002

020040652 — 2969139

CERTIFICATE OF AMENDMENT

OF

Poitras Practice, LLC

     1. The name of the limited liability company is Poitras Practice, LLC

     2. The Certificate of Formation of the limited liability company is hereby amended as follows:

     The name and address of the registered agent is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Poitras Practice, LLC this 15 day of January, 2002.

Poitras Practice, LLC

/s/ William F. Carpenter III
William F. Carpenter III,

Manager

        Title

EX-3.298

Exhibit 3.298

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
POITRAS PRACTICE, LLC

          This Amended and Restated Limited Liability Company Agreement of Poitras Practice, LLC, is entered into by Utah Medco, LLC, as the sole member (the “Member”).

          WHEREAS, the Member desires to amend and restate the Limited Liability Company Agreement of Poitras Practice, LLC, effective as of November 19, 1998.

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby agrees as follows:

          1. Name. The name of the limited liability company shall be Poitras Practice, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”) engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

          4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set

forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

James M. Fleetwood, Jr.	President and Secretary
Scott L. Mercy	Chief Executive Officer
John M. Franck II	Vice President
Ronald Lee Grubbs, Jr.	Vice President
R. Milton Johnson	Vice President

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

2

          15. Certificate(s) of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

          17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

******

3

          IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Limited Liability Company Agreement on the 29^th day of April, 1999.

UTAH MEDCO, LLC
By:	/s/ John M. Franck II
	John M. Franck II
	Vice President

4

ADDENDUM

     Effective as of May 4, 1999 (the “Effective Date”), Utah Medco, LLC (“Medco”) assigned, transferred and conveyed its 100% limited liability company interest in Poitras Practice, LLC, a Delaware limited liability company (“LLC”), to Healthtrust, Inc. — The Hospital Company (“Healthtrust”), whereupon Healthtrust became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Medco as the sole member (the “Member”) shall be deemed to be references to Healthtrust as the Member.

     IN WITNESS WHEREOF, Healthtrust has executed this Addendum on the 4^th day of May, 1999.

HEALTHTRUST, INC. — THE HOSPITAL COMPANY
By	/s/ John M. Franck II
	John M. Franck II
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), Healthtrust, Inc. — The Hospital Company (“Healthtrust”) assigned, transferred and conveyed its 100% limited liability company interest in Poitras Practice, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals, Inc. (“LifePoint Inc.”), whereupon LifePoint Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Healthtrust as the sole member (the “Member”) shall be deemed to be references to LifePoint Inc. as the Member.

     IN WITNESS WHEREOF, LifePoint Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS, INC.
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals, Inc. (“LifePoint Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in Poitras Practice, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals Holdings, Inc. (“Holdings Inc.”), whereupon Holdings Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to LifePoint Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings Inc. as the Member.

     IN WITNESS WHEREOF, Holdings Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS HOLDINGS, INC.
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of April 12, 1999 (the “Merger Date”), Healthcare of Central Utah, Inc. (“Healthcare”) merged with and into Central Utah Merger Corp. (“Central”), whereupon Central became the sole member of Poitras Practice, LLC, a Delaware limited liability company (“LLC”). Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Merger Date, all references in the Agreement to Healthcare as the sole member (the “Member”) shall be deemed to be references to Central as the Member.

     IN WITNESS WHEREOF, Central has executed this Addendum on the 12^th day of April, 1999.

CENTRAL UTAH MERGER CORP.
By	/s/ John M. Franck II
	John M. Franck II
	Vice President

ADDENDUM

     Effective as of April 19, 1999 (the “Merger Date”), Central Utah Merger Corp. (“Central”) merged with and into Utah Medco, LLC (“Utah”), whereupon Utah became the sole member of Poitras Practice, LLC, a Delaware limited liability company (“LLC”). Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Merger Date, all references in the Agreement to Central as the sole member (the “Member”) shall be deemed to be references to Utah as the Member.

     IN WITNESS WHEREOF, Utah has executed this Addendum on the 19^th day of April, 1999.

UTAH MEDCO, LLC
By	/s/ John M. Franck II
	John M. Franck II
	Vice President

EX-3.299

Exhibit 3.299

PAGE 1

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “PRHC-ALABAMA, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE NINETEENTH DAY OF SEPTEMBER, A.D. 2001, AT 11 O’CLOCK A.M.

     CERTIFICATE OF MERGER, FILED THE TWENTY-FOURTH DAY OF OCTOBER, A.D. 2001, AT 12 O’CLOCK P.M.

     CERTIFICATE OF AMENDMENT, FILED THE THIRTEENTH DAY OF JULY, A.D. 2005, AT 1:02 O’CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “PRHC-ALABAMA, LLC”.

3437391 8100H
110292789 /s/ Jeffrey W. Bullock Jeffrey W. Bullock, Secretary of State

AUTHENTICATION: 8620207

DATE: 03-14-11

You may verify this certificate online
at corp.delaware.gov/authver.shtml

CERTIFICATE OF FORMATION
OF
PRHC-ALABAMA, LLC

     Pursuant to Section 18-201 of the Delaware Limited Liability Company Act, the undersigned, desiring to form a limited liability company, does hereby certify as follows:

1. The name of the limited liability company is PRHC-Alabama, LLC (the “LLC”).

2. The address of the LLC’s registered office in the State of Delaware is 9 East Loockerman Street, Dover, Delaware 19901. The name of the registered agent is National Registered Agents, Inc.

3. As set forth in the Limited Liability Company Agreement of the LLC, the Member of the LLC has delegated certain rights and duties to the Board of Representatives.

4. This Certificate of Formation shall be effective upon filing with the Delaware Secretary of State.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation on this, 18th day of September, 2001.

PRHC-ALABAMA, LLC
 

/s/ Brian R. Browder  

Brian R. Browder, Organizer 

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 11:00 AM 09/19/2001

010463096 — 3437391

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 12:00 PM 10/24/2001

010532669 — 3437391

CERTIFICATE OF MERGER
MERGING
PRHC-ALABAMA, INC.
(an Alabama corporation)
WITH AND INTO
PRHC-ALABAMA, LLC
(a Delaware limited liability company)

          Pursuant to Section 18-209 the Delaware Limited Liability Company Act and Sections 10-2B-11.01 and 10-2B-11.05 of the Code of Alabama 1975, PRHC-Alabama, LLC, a Delaware limited liability company (the “LLC”), and PRHC-Alabama, Inc., an Alabama corporation (the “Corporation”), hereby adopt the following Certificate of Merger:

          1. The Agreement and Plan of Merger (the “Plan”), attached hereto as Exhibit A and incorporated herein by reference, has been approved and executed by both the Corporation and the LLC.

          2. The surviving entity is PRHC-Alabama, LLC (the “Surviving Entity”).

          3. The Plan shall become effective at 12:01 a.m. on October 24, 2001 (the “Effective Time”).

          4. The Plan is on file at the Surviving Entity’s principal office, 105 Westwood Place, Suite 400, Brentwood, Tennessee 37027.

          5. The Plan will be furnished by the Surviving Entity, on request and without cost, to any shareholder of the Corporation.

[Signature page follows]

          IN WITNESS WHEREOF, each of the undersigned has duly caused this Certificate of Merger to be executed by their respective duly authorized officers as of this 22^nd day of October, 2001.

PRHC-ALABAMA, INC.
By: Title:	/s/ Tom Anderson Vice President
	Tom Anderson
PRHC-ALABAMA, LLC
By: Title:	/s/ Tom Anderson Vice President Manager
	Tom Anderson

EXHIBIT A

AGREEMENT AND PLAN OF MERGER

     THIS AGREEMENT AND PLAN OF MERGER, dated as of October 22, 2001 (this “Agreement”), is by and between PRHC-Alabama, Inc., an Alabama corporation (the “Corporation”) whose sole shareholder is Province Healthcare Company, a Delaware corporation (“Province”), and PRHC-Alabama, LLC, a Delaware limited liability company (the “LLC”) whose sole member is Province.

RECITALS:

     WHEREAS, Province, as sole shareholder of the Corporation, and the board of directors of the Corporation have determined that it is in the best interest of the Corporation to consummate the business combination transaction provided for herein in which the Corporation will merge with and into the LLC, subject to the terms and conditions set forth herein (the “Merger”);

     WHEREAS, Province, as sole member of the LLC, and the board of representatives of the LLC have determined that it is in the best interest of the LLC to consummate the Merger;

     NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Corporation and the LLC agree as follows:

ARTICLE 1
THE MERGER

     1.1. The Merger. Subject to the terms and conditions of this Agreement, in accordance with the Alabama Business Corporation Act and the Delaware Limited Liability Company Act (the “DELLCA”), at the Effective Time (as defined in Section 1.2 hereof), the Corporation shall merge with and into the LLC. The LLC shall be the surviving entity (the “Surviving Entity”) in the Merger and shall continue its limited liability company existence under the laws of the State of Delaware. The address of the Surviving Entity’s principal place of business is 105 Westwood Place, Suite 400, Brentwood, Tennessee 37027. Upon consummation of the Merger, the separate corporate existence of the Corporation shall terminate. At and after the Effective Time, the Merger shall have the effects set forth in the applicable provisions of the DELLCA.

     1.2. Effective Time. The Merger shall become effective at 12:01 a.m. on October 24, 2001 (the “Effective Time”), as set forth in the certificate of merger which shall be filed with the Secretary of State of the State of Delaware and the articles of merger which shall be filed with the Secretary of State of the State of Alabama.

1

ARTICLE 2
EXCHANGE OF SHARES

     2.1 Effects of the Merger on Securities of the LLC. As of the Effective Time, each unit of membership interest of the LLC issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding and shall continue to represent one unit (“Unit”) of membership interest of the Surviving Entity.

     2.2 Effects of the Merger on Securities of the Corporation. At the Effective Time, each share of the common stock, par value $.01 per share, of the Corporation (“Corporation Common Stock”) issued and outstanding immediately prior to the Effective Time shall, by virtue of this Agreement and without any further action on the part of the holder thereof, cease to be outstanding and shall be canceled and retired without payment of any consideration therefor.

ARTICLE 3
EFFECTS OF THE MERGER

     3.1. Certificate of Formation. At the Effective Time, the Certificate of Formation of the LLC as in effect at the Effective Time shall be the Certificate of Formation of the Surviving Entity (the “Surviving Entity Certificate”).

     3.2. Limited Liability Company Agreement. At the Effective Time, the Limited Liability Company Agreement of the LLC as in effect at the Effective Time shall be the limited liability company agreement of the Surviving Entity (the “Surviving Entity LLC Agreement”) until thereafter amended in accordance with applicable law and the Surviving Entity Certificate.

     3.3. Representatives and Managers. The representatives and managers of the LLC immediately prior to the Effective Time shall be the representatives and managers of the Surviving Entity, each to hold office in accordance with the Surviving Entity LLC Agreement until their respective successors are duly elected or appointed and qualified.

[Signature page follows]

2

     IN WITNESS WHEREOF, each of the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the date first above written.

PRHC-ALABAMA, INC.
By:	/s/ Tom Anderson
Title: Vice President
	Tom Anderson
PRHC-ALABAMA, LLC
By:	/s/ Tom Anderson
Title:	Vice President Manager
	Tom Anderson

3

CERTIFICATE OF AMENDMENT

OF

PRHC-ALABAMA, LLC

     1. The name of the limited liability company is PRHC-ALABAMA, LLC.

     2. The Certificate of Formation of the limited liability company is hereby amended as follows:

          Article 2 should be removed in its entirety and replaced with the following:

     2. The address of its registered office in the State of Delaware is: Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of PRHC-ALABAMA, LLC this 1^st day of July, 2005.

PRHC-ALABAMA, LLC
By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:32 PM 07/13/2005

FILED 01:02 PM 07/13/2005

SRV 050579001 - 3437391 FILE

EX-3.300

Exhibit 3.300

LIMITED LIABILITY COMPANY AGREEMENT
OF
PRHC-ALABAMA, LLC

     This Limited Liability Company Agreement of PRHC-Alabama, LLC, effective as of September 18, 2001 (this “Agreement”), is entered into by Province Healthcare Company, a Delaware corporation, as the sole member (the “Member”).

     WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

     WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto.

     NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby adopts this Limited Liability Company Agreement and hereby agrees as follows:

     1. Name. The name of the limited liability company formed hereby is PRHC-Alabama, LLC (the “Company”), or such other name as may be selected by the Member from time to time.

     2. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and engaging in any and all activities necessary or incidental to the foregoing.

     3. Registered Office. The address of the registered office of the Company in the State of Delaware is 9 East Loockerman Street, Dover, Delaware 19901.

     4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is National Registered Agents, Inc.

     5. Taxation. It is the intention of the Member that the Company be treated as a disregarded entity for federal and Delaware income tax purposes and shall not file separate tax returns, but shall file tax returns in combination with its sole Member. The Company, so long as it has only one Member, shall be a disregarded entity and shall not be subject to tax separate from its Member. All of its income, gains, expenses and loss shall flow through and be recorded on the return of its Member. In the event the Company has more than one Member, it shall file federal income tax returns as a partnership.

     6. Authorized Units. The Company shall be authorized to issue 1,000 units of membership interest (“Units”) or such greater or lesser number as the board of representatives of the Company (the “Board”) may determine from time to time. Schedule A sets forth the number of Units owned by the Member(s).

     7. Member(s) and Capital Contribution. The name and the business address of the Member(s) and the amount of cash or other property contributed or to be contributed by the Member(s) to the capital of the Company is set forth in Schedule A attached hereto and shall be listed on the books and records of the Company. The representatives of the Company (the “Representatives”) shall cause the books and records, and the aforementioned Schedule, to be updated from time to time as necessary to accurately reflect the information therein.

          The Member(s) shall not be required to make any additional contributions of capital to the Company, although the Member(s) may from time to time agree to make additional capital contributions to the Company.

          A person who, in accordance with the terms of this Agreement, acquires a Member’s Units by transfer or assignment or to whom the Company issues Units shall be admitted to the Company as a member and shall become a “Member” for purposes of this Agreement.

     8. Board of Representatives. Except as otherwise expressly provided herein, the general management and determination of all questions and policies relating to the affairs and policies of the Company shall be decided by a majority vote of the Representatives. Except as otherwise provided for herein, the Board shall act on behalf of the Company for all purposes in connection with the business and affairs of the Company, and shall have all rights and powers required for or appropriate to its management of the Company’s business.

     9. Member Actions. Each of the following actions shall require the approval of a majority of the Percentage Interest of the Members entitled to vote:

     (a) sale or issuance of any Units;

     (b) sale, assignment, pledge, mortgage or other encumbering of any of the Company’s property except for sales of supplies and other current assets in the ordinary course of the Company’s business;

     (c) borrowing money in the name of the Company other than incurring accounts payables, trade payables and other similar payables in the ordinary course of the Company’s business;

     (d) entering into a merger, consolidation or similar transaction;

     (e) entering into any partnership, joint venture or similar relationship;

     (f) amending this Agreement or the Certificate of Formation of the Company (the “Certificate”);

     (g) dissolving the Company;

     (h) taking any other action which this Agreement or the Act expressly provides for the approval of the Member(s); and

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     (i) agreeing to or obligating the Company to do any of the foregoing.

          For purposes of this Agreement, “Percentage Interest” shall mean, as to a Member, the percentage obtained by dividing the total Units owned by such Member by the total number of Units owned by all Members.

     10. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the approval of the Member(s) in accordance with the terms of this Agreement or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

     11. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member(s) in accordance with their respective Percentage Interests.

     12. Distributions. Distributions shall be made to the Member(s) at the times determined by the Board.

     13. Admission of Member. No new potential member shall become a Member until (i) such potential member accepts, ratifies and agrees in writing to be bound by the terms and conditions of the Certificate and this Agreement and (ii) the Board unanimously approves such admission as a Member. The Board shall promptly cause Schedule A hereto to be amended to reflect the admission of the new Member upon the compliance of all the conditions of this Section 13.

     14. Meetings of the Members. Meetings of the Members may be held at any place upon call of a majority of the Members or the Representatives, which call shall set forth the date, time and place of meeting and, if required by law, the purpose of the meeting. Written, oral or any other mode of notice of the date, time and place of meeting shall be given for special meetings in sufficient time, which need not exceed two (2) days in advance, for the convenient assembly of the Members. The presence of Members holding a majority of the Percentage Interest entitled to vote on the specific matter shall constitute a quorum and an action shall be taken by a majority vote of the Percentage Interest of those Members entitled to vote at a duly called meeting in which a quorum is present. In lieu of a meeting of the Members, an action may be taken by written consent. In order to take an action by written consent, a written waiver of a meeting must be executed by a quorum of the Members and the action must be approved in writing by Members holding a majority of the Percentage Interest entitled to vote on such matter or such greater number as would be necessary to take such action in a meeting of the Members at which a quorum is present. An action taken by consent shall be effective as an action taken at a meeting in which a quorum was present and may be referred to as being taken in a meeting of the Members.

     15. Meetings of the Board. Meetings of the Board may be held at any place upon call of a majority of the Members or any Representative, which call shall set forth the date, time and place of meeting and, if required by law, the purpose of the meeting. Written, oral or any other mode of notice of the date, time and place of meeting shall be given for special meetings in sufficient time, which need not exceed two (2) days in advance, for the convenient assembly of the Representatives. A majority of the number of Representatives of the Company shall constitute a quorum and the vote of a majority of the Representatives

3

present at the time of the vote, if a quorum is present, shall be the act of the Board. In lieu of a meeting of the Board, an action may be taken by written consent. In order to take an action by written consent, a written waiver of a meeting must be executed by a quorum of the Representatives and the action must be approved in writing by a majority of the Representatives or such greater number as would be necessary to take such action in a meeting of the Board at which a quorum is present. An action taken by consent shall be effective as an action taken at a meeting in which a quorum was present and may be referred to as being taken in a meeting of the Board.

     16. Managers. The Board shall elect any managers of the Company (each a “Manager”) as it deems appropriate and such Managers shall not be compensated unless otherwise determined by the Board. Managers shall have the authority and responsibilities given them by the Board or in accordance with the Act and each Manager shall hold office until his successor is elected and qualified, unless a different term is specified by the Board.

     17. Liability of Members, Managers and Representatives. No Member, Manager or Representative shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

     18. Indemnification.

          (a) The Company shall indemnify, and upon request shall advance expenses to, to the full extent permitted by law, any Member, Representative and Manager (or the estate of any such person) who was or is a party to, or is threatened to be made a party to, any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal, by reason of the fact that such person is or was a Member, Representative or Manager of the Company, or is or was serving at the request of the Company as a director, officer, partner, manager, representative, trustee or employee of another corporation, partnership, joint venture, trust or other enterprise (an “indemnitee”). The Company may, to the full extent permitted by law, purchase and maintain insurance on behalf of any such person against any liability which may be asserted against the individual arising from the individual’s status as an indemnitee. To the full extent permitted by law, the indemnification and advances provided for herein shall include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement. The indemnification provided herein shall not be deemed to limit the right of the Company to indemnify any other person for any such expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement to the full extent permitted by law, both as to action in his official capacity and as to action in another capacity while holding such office. Notwithstanding the foregoing, the Company shall not indemnify any such indemnitee (a) in any proceeding by the Company against such indemnitee; or (b) if a judgment or other final adjudication adverse to the indemnitee establishes his liability for (i) any breach of the duty of loyalty to the Company or its shareholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) unlawful distributions under Section 18-607 of the Act.

          (b) The rights to indemnification and advancement of expenses set forth in Section 18(a) above are intended to be greater than those which are otherwise provided for in the Act, are contractual between the Company and the person being indemnified, his heirs, executors and administrators, and, with respect to Section 18(a), are mandatory,

4

notwithstanding a person’s failure to meet the standard of conduct required for permissive indemnification under the Act, as amended from time to time. The rights to indemnification and advancement of expenses set forth in Section 18(a) above are nonexclusive of other similar rights which may be granted by law, this Agreement, a resolution of the Board or the Members, or an agreement with the Company, which means of indemnification and advancement of expenses are hereby specifically authorized.

          (c) Any repeal or modification of the provisions of this Section 18, either directly or by the adoption of an inconsistent provision of this Agreement, shall not adversely affect any right or protection set forth herein existing in favor of a particular individual at the time of such repeal or modification. In addition, if an amendment to the Act limits or restricts in any way the indemnification rights permitted by law as of the date hereof, such amendment shall apply only to the extent mandated by law and only to activities of persons subject to indemnification under this Section 18 which occur subsequent to the effective date of such amendment.

     19. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to the principles of conflicts of law. In particular, this Agreement shall be construed to the maximum extent possible to comply with all the terms and conditions of the Act.

[Signature page follows]

5

     IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of the 18^th day of September, 2001.

PROVINCE HEALTHCARE COMPANY
By: Title:	/s/ Jon Ande Senior Vice President

6

AMENDMENT NO. 1 TO
LIMITED LIABILITY COMPANY AGREEMENT
OF
PRHC-ALABAMA, LLC

          Amendment No. 1 to Limited Liability Company Agreement of PRHC-Alabama, LLC, effective as of April ___, 2005 (this “Amendment”), is entered into by Province Healthcare Company, as the sole member of the Company as defined below (the “Member”).

          WHEREAS, PRHC-Alabama, LLC, (the “Company”) was formed as a Delaware limited liability company on September 18, 2001;

          WHEREAS, the Member entered into the Limited Liability Company Agreement of the Company effective as of September 18, 2001 (the “LLC Agreement”); and

          WHEREAS, the Member desires to enter into this Amendment to amend certain provisions of the LLC Agreement as more fully described herein;

          NOW, THEREFORE, the LLC Agreement is hereby amended as follows:

          1. The LLC Agreement shall be amended by adding new Section 20 thereto, which shall read as follows:

     “Certificate(s) of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.”

          2. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware.

          3. Except as amended hereby, the LLC Agreement shall remain in full force and effect.

          IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first above written.

PROVINCE HEALTHCARE COMPANY
By: Name:	/s/ William F. Carpenter III William F. Carpenter III
Title:	Secretary

Signature Page to Amendment No. 1
to LLC Agreement of PRHC-Alabama, LLC

EX-3.301

Exhibit 3.301

Hope Andrade
Secretary of State

Office of the Secretary of State

The undersigned, as Secretary of State of Texas, does hereby certify that the attached is a true and correct copy of each document on file in this office as described below:

PRHC-ENNIS G.P., INC.
Filing Number: 154569800

Articles Of Incorporation	August 05, 1999
Articles Of Amendment	February 09, 2000
Change Of Registered Agent/Office	September 28, 2000
Change of Office by Registered Agent	October 29, 2001
Change of Registered Agent/Office	July 13, 2005
Change of Name or Address by Registered Agent	April 19, 2010

In testimony whereof, I have hereunto signed
my name officially and caused to be impressed
hereon the Seal of State at my office in Austin,
Texas on March 11, 2011.

Hope Andrade
Secretary of State

Phone: (512) 463-5555	Come visit us on the internet at http://www.sos.state.tx.us/	Dial: 7-1-1 for Relay Services
Prepared by: SOS-WEB	Fax: (512) 463-5709 TID: 10266	Document: 358900740011

FILED
In the Office of the
Secretary of State of Texas

Aug 05 1999

Corporation Section

ARTICLES OF INCORPORATION

OF

PHC-TRINITY VALLEY, INC.

We, the undersigned natural persons of the age of eighteen years or more, acting as incorporators of a corporation under the Texas Business Corporation Act, do hereby adopt the following Articles of Incorporation for such corporation:

ARTICLE ONE

     The name of the corporation is: PHC-Trinity Valley, Inc.

ARTICLE TWO

The period of its duration is perpetual.

ARTICLE THREE

The purpose or purposes for which the corporation is organized are:

     “To engage in the transaction of any or all lawful business for which corporations may be incorporated under the Texas Business Corporation Act.”

ARTICLE FOUR

     The aggregate number of shares which the corporation shall have authority to issue is One Thousand (1,000) of the par value of $.01 each.

     The aggregate number of shares which the corporation is authorized to issue is One Thousand, divided into one class.

     The designation of each class, the number of share of each class, and the par value, if any, of the shares of each class, or a statement that the shares of any class are without par value, are as follows:

1,000 shares, Common Stock, $.01 par value

ARTICLE FIVE

The corporation will not commence business until it has received for the issuance of its shares consideration of the value of One Thousand Dollars ($1,000), consisting of money, labor done or property actually received, which sum is not less than One Thousand Dollars ($1,000).

ARTICLE SIX

     The street address of its initial registered office is: 800 Brazos, Ste 1100, Austin, TX 78701, and the name of its initial registered agent at such address at National Registered Agents, Inc.

ARTICLE SEVEN

The number of directors of the corporation may be fixed by the by-laws.

     The number of directors constituting the initial board of directors is two (2), and the name and address of each person who is to serve as director until the first annual meeting of the shareholders or until a successor is elected and qualified are:

NAME	ADDRESS
Martin S. Rash	105 Westwood Place, Ste. 400
	Brentwood, TN 37027
Richard Gore	105 Westwood Place, Ste. 400
	Brentwood, TN 37027

ARTICLE EIGHT

The names and address of the incorporators are:

NAME	ADDRESS
Howard T. Wall	105 Westwood Place, Ste. 400 Brentwood, TN 37027

     IN WITNESS WHEREOF, we have hereunto set out hands this 2nd day of August, 1999.

PHC- TRINITX VALLEY INC.
 

/s/ Howard T. Wall  

By: Howard T. Wall, VP & Secretary 

	Office of the Secretary of State Corporations Section	Filed in the Office of the Secretary of State of Texas
	P.O. Box 13697	Filing #: 154569800 04/19/2010
	Austin, Texas 78711-3697	Document #: 304538402610
	(Form 408)	Image Generated Electronically

STATEMENT OF CHANGE OF ADDRESS
OF REGISTERED AGENT

1.	The name of the entity represented is
	PRHC-ENNIS G.P., INC.
	The entity’s filing number is 154569800
2.	The address at which the registered agent has maintained the registered office address for such entity is: (Please provide street address, city, state and zip code presently shown in the records of the Secretary of State.)

350 N. St. Paul St., Dallas, TX 75201

3. The address at which the registered agent will hereafter maintain the registered office address for such entity is: (Please provide street address, city, state and zip code. The address must be in Texas.)

350 N. St. Paul St., Ste. 2900, Dallas, TX 75201-4234

4. Notice of the change of address has been given to said entity in writing at least 10 business days prior to the submission of this filing.

Date: 04/19/2010

CT Corporation System

Name of Registered Agent

Kenneth Uva, Vice President

Signature of Registered Agent

FILING OFFICE COPY

FILED
In the Office of the
Secretary of State of Texas

OCT 29 2001

Corporation Section

Office of the Secretary of State
Corporations Section
P.O. Box 13697
Austin, Texas 78711-3697

STATEMENT OF CHANGE OF
ADDRESS OF REGISTERED AGENT

1.	The name of the entity represented is See Attached List
	The entity’s file number is See Attached List
2.	The address at which the registered agent has maintained the registered office address for such entity is: (Please provide street address, city, state and zip code presently shown in the records of the secretary of state.)

905 Congress Avenue, Austin, TX 78701

3. The address at which the registered agent will hereafter maintain the registered office address for such entity is: (Please provide street address, city, state and zip code. The address must be in Texas.)

1614 Sidney Baker Street, Kerrville, TX 78028

4. Notice of the change of address has been given to said entity hi writing at least 10 business days prior to the submission of this filing.

Date: 10/19/01

National Registered Agents, Inc. Name of registered agent

/s/ Dennis E. Howarth Signature of registered agent

Dennis E. Howarth, President

IF THE ENTITY REPRESENTED IS A LIMITED PARTNERSHIP, THE STATEMENT MUST BE NOTARIZED. NOTARIZATION OF THE STATEMENT IS NOT REQUIRED IF THE ENTITY IS A CORPORATION, FINANCIAL INSTITUTION OR A LIMITED LIABILITY COMPANY.

State of                         $
County of                     $

Subscribed and sworn to before me on		by
	(date)

(name of person sworn)

          (Notary Seal)

Signature of Notary

Notary Public, State of Texas

STATUTORY REPRESENTATION	PARADIGM INNOVATIONS INC.	TX
STATUTORY REPRESENTATION	PARKER COLEMAN ASSOCIATES INC.	TX
STATUTORY REPRESENTATION	PARKWAY SQUARE INC.	TX
STATUTORY REPRESENTATION	PATCH INCORPORATED	TX
STATUTORY REPRESENTATION	PCS SOFTWARE INC.	TX
STATUTORY REPRESENTATION	PE MANAGEMENT CORPORATION	TX
STATUTORY REPRESENTATION	PENNOAK PROPERTIES LTD.	TX
STATUTORY REPRESENTATION	PERFORMANCE CONSULTING INC.	TX
STATUTORY REPRESENTATION	PERFORMANCE FOOD GROUP OF TEXAS INC.	TX
STATUTORY REPRESENTATION	PFA FUNDING INC.	TX
STATUTORY REPRESENTATION	PIZZA INN ADVERTISING PLAN INC.	TX
STATUTORY REPRESENTATION	PLA.NET.COM INC.	TX
STATUTORY REPRESENTATION	PLATINUM INDUSTRIES INC.	TX
STATUTORY REPRESENTATION	POODIE’S HILLTOP ENTERPRISES INC.	TX
STATUTORY REPRESENTATION	PREFERRED DESIGN SOLUTIONS LLC	TX
STATUTORY REPRESENTATION	PRESTONBRIDGE INC.	TX
STATUTORY REPRESENTATION	PRHC-ENNIS G.P. INC.	TX
STATUTORY REPRESENTATION	PRO CATERING INC.	TX
STATUTORY REPRESENTATION	PROFESSIONAL TURF PRODUCTS INC.	TX
STATUTORY REPRESENTATION	PROFITS RESTAURANT SYSTEMS INC.	TX
STATUTORY REPRESENTATION	PROSPERTECH GROUP INC.	TX
STATUTORY REPRESENTATION	QHG OF TEXAS INC.	TX
STATUTORY REPRESENTATION	QLOGIC ENCLOSURE MANAGEMENT PRODUCTS INC.	TX
STATUTORY REPRESENTATION	R & B INFOSYSTEMS INC.	TX
STATUTORY REPRESENTATION	R-CHECK INC.	TX
STATUTORY REPRESENTATION	RADICAL ARENA LTD.	TX
STATUTORY REPRESENTATION	RADICAL HOOPS LTD	TX
STATUTORY REPRESENTATION	RADICAL MAVERICKS LTD.	TX
STATUTORY REPRESENTATION	RAINBOW FASTENER COMPANY	TX
STATUTORY REPRESENTATION	RANGER MATERIAL HANDLING CORPORATION	TX
STATUTORY REPRESENTATION	RBE-MEX CORPORATION	TX
STATUTORY REPRESENTATION	REPRISE HOLDINGS INC.	TX
STATUTORY REPRESENTATION	RICHDALE MANAGEMENT INC.	TX
STATUTORY REPRESENTATION	ROBERT M. CRABB INC.	TX
STATUTORY REPRESENTATION	RODNEY ROBERTS CONSULTING INC.	TX
STATUTORY REPRESENTATION	ROOF CONSTRUCTION INC.	TX
STATUTORY REPRESENTATION	RYTECOM INC.	TX

FILED
In the Office of the
Secretary of State of Texas

FEB 9 2000

Corporation Section

ARTICLES OF AMENDMENT

Pursuant to the provisions of the Texas Business Corporation Act, the undersigned corporation hereby amends its Articles of Incorporation, and for that purpose, submits the following statement:

1 The name of the corporation is: PHC-TRINITY VALLEY, INC.

2. Article One of the Articles of incorporation is hereby amended so as to read as follows: The name of the corporation is: PRHC-ENNIS G.P., INC.

3. The date of adoption of each amendment is: February 3, 2000.

4. If the amendment was approved by shareholders, make a statement to that effect and set forth the following information.

a) There are 1,000 shares of common stock authorized and issued.

b) The amendment was adopted by unanimous written consent of the shareholders.

Date: February 4, 2000

PHC-TRINITY VALLEY, INC.

By /s/ Howard T. Wall        Howard T. Wall, Secretary

1545698.00

Office of the Secretary of State
Corporations Section
P.O. Box 13697
Austin, Texas 78711-3697 FILED
In the Office of the
Secretary of State of Texas

SEP 28 2000

Corporation Section

STATEMENT OF CHANGE OF
ADDRESS OF REGISTERED AGENT

1.	The name of the entity represented is See Attached List of Corporation
	The entity’s file number is See List
2.	The address at which the registered agent has maintained the registered office address for such entity is: (Please provide street address, city, state and zip code presently shown in the records of the secretary of state.)
	800 Brazos Street, Suite 1100, Austin, TX 78701
3.	The address at which the registered agent will hereafter maintain the registered office address for such entity is: (Please provide street address, city, state and zip code. The address must be in Texas.)
	905 Congress Avenue, Austin, TX 78701
4.	Notice of the change of address has been given to said entity in writing at least 10 business days prior to the submission of this filing.

Date: September 27, 2000

National Registered Agents, Inc.

Name of registered agent

/s/ Dennis E. Howarth

Signature of registered agent

Dennis E. Howarth, President

IF THE ENTITY REPRESENTED IS A LIMITED PARTNERSHIP, COMPLETE THE FOLLOWING ACKNOWLEDGEMENT. AN ACKNOWLEDGEMENT IS NOT REQUIRED IF THE ENTITY IS A CORPORATION, FINANCIAL INSTITUTION OR A LIMITED LIABILITY COMPANY.

State of Texas New Jersey	§
County of Mercer	§

This instrument was acknowledged before me on	September 27, 2000	by
	(date)

Dennis E Howarth

(name of person acknowledging)

          (Notary Seal)

ZULMA MUNIZ HOWARTH	/s/ Zulma M Howarth
NOTARY PUBLIC, NEW JERSEY	Signature of Notary
TERM EXPIRES MARCH 1, 2003	Notary Public, State of Texas

00	NAUTICA OF ALLEN, INC	1583193	1066747
00	NEWLAND ASSOCIATES ROUND ROCK, INC.	1473086	1162011
00	NORBAR, INC	487860	448967
00	NVO INFORMATION SYSTEMS, INC.	1544845	1027224
00	OAK HOLDINGS, INC	1049942	731858
00	OGILVIE INSURANCE AGENCY OF TEXAS, INC.	1399569	999898
00	PAIDEMAIL COM, INC	1580465	1188920
00	PALESTINE-PRINCIPAL G P, INC.	1447529	1263890
00	PERFORMANCE FOOD GROUP COMPANY OF TEXAS, INC.	1426726	1084731
00	PFA FUNDING, INC	1569313	1389343
00	PLA NET COM, INC	110812	109403
00	POSCHET VENTURES, INC	1547441	1414512
00	PRHC-ENNIS G P, INC	1545698	1403818
00	PRO CATERING INC	1573723	1357660
00	PROFESSIONAL TURF PRODUCTS, INC	1395334	997913
00	PROGRESSIVE SYSTEM TECHNOLOGIES, INC	1175771	870571
00	QLOGIC ENCLOSURE MANAGEMENT PRODUCTS, INC	1501951	1423561
00	R & B INFOSYSTEMS, INC	1567965	1221179
00	RANGER MATERIAL HANDLING CORPORATION	1509316	1300822
00	RBE-MEX CORPORATION	1468236	1035022
00	R-CHECK, INC	1115213	707103
00	REPRISE HOLDINGS, INC	431672	413304
00	RIVERHILL CAPITAL CORPORATION	1267829	1303960
00	ROBERT M CRABB, INC	1582419	1054204
00	ROBERTS & ROTH CORP	1555202	1297114
00	ROMEO AEROMOTIVE, INC	1532323	1132166
00	RYTECOM, INC	1590733	1409190
00	SAGE NETWORK, INC	1579413	1426729
00	SARGE ENTERPRISES, INC	1487118	1040226
00	SCANWELL FREIGHT EXPRESS (HOU) INC	1450534	995490
00	SCHLUMBERGER TECHNOLOGY CORPORATION	179850	102763
00	SERAN TECHNOLOGIES, INC	1535131	1126440
00	SIGNET DESIGN SOLUTIONS, INC	1529107	1026168
00	SPECTRUM MANAGED CARE, INC	1411703	1091792
00	STAT STAFFING & RESOURCES, INC	1560917	1264926
00	STRANG ROAD DEVELOPMENT, CORP	1530412	1327470

Office of the Secretary of State
Corporations Section
P.O. Box 13697
Austin, Texas 78711-3697 FILED
In the Office of the
Secretary of State of Texas

July 13 2005

Corporation Section

CHANGE OF REGISTERED AGENT/REGISTERED OFFICE

1.	The name of the entity is PRHC-Ennis G.P., Inc. and the file number issued to the entity by the secretary of state is 0154569800
2.	The entity is: (Check one.)

þ a business corporation, which has authorized the changes indicated below through its board of directors or by an officer of the corporation so authorized by its board of directors, as provided by the Texas Business Corporation Act.

o a non-profit corporation, which has authorized the changes indicated below through its board of directors or by an officer of the corporation so authorized by Its board of directors, or through its members in whom management of the corporation is vested pursuant to article 2.14C, as provided by the Texas Non-Profit Corporation Act.

o a limited liability company, which has authorized the changes indicated below through its members or managers, as provided by the Texas Limited Liability Company Act.

o a limited partnership, which has authorized the changes indicated below through its partners, as provided by the Texas Revised Limited Partnership Act.

o an out-of-state financial Institution, which has authorized the changes indicated below in the manner provided under the laws governing its formation.

3.	The registered office address as PRESENTLY shown in the records of the Texas secretary of state is 1614 Sidney Baker Street, Kerrville, Texas 78028
4.	þ A. The address of the NEW registered office is: (Please provide street address, city, state and zip code. The address must be in Texas.)
	c/o C T Corporation System, 350 N. St. Paul Street, Dallas, Texas 75201
OR	o B. The registered office address will not change.
5.	The name of the registered agent as PRESENTLY shown in the records of the Texas secretary of state is National Registered Agents, Inc.
6.	þ A. The name of the NEW registered agent is C T Corporation System
OR	o B. The registered agent will not change.

7. Following the changes shown above, the address of the registered office and the address of the office of the registered agent will continue to be identical, as required by law.

By:	/s/ Mary Kim E. Shipp
	(A person authorized to sign
	on behalf of the entity)

INSTRUCTIONS

1.	It is recommended that you call (512) 463-5555 to verify the information in items 3 and 5 as it currently appears on the records of the secretary of state before submitting the statement for filling. You also may e-mail an inquiry to corpinfo@sos.state.ts.us. As information on out-of-state financial institutions is maintained on a separate database, a financial institution must call (512) 463-5701 to verify registered agent and registered office information. If the information on the form is inconsistent with the records of this office, the statement will be returned.
2.	You are required by law to provide a street address in item 4 unless the registered office is located in a city with a population of 5,000 or less. The purpose of this requirement is to provide the public with notice of a physical location at which process may be served on the registered agent. A statement submitted with a post office box address or a lock box address will not be filed.
3.	An authorized officer of the corporation or financial institution must sign the statement. In the case of a limited liability company, an authorized member or manager of a limited liability company must sign the statement. A general partner must sign the statement on behalf of a limited partnership. A person commits an offense under the Texas Business Corporation Act, the Texas Non-Profit Corporation Act or the Texas Limited Liability Company Act if the person signs a document the person knows is false in any material respect with the intent that the document be delivered to the secretary of state for filing. The offense is a Class A misdemeanor.
4.	Please attach the appropriate fee:

Business Corporation	$	15.00
Financial Institution, other than Credit Unions	$	15.00
Financial Institution that is a Credit Union	$	5.00
Non-Profit Corporation	$	5.00
Limited Liability Company	$	10.00
Limited Partnership	$	50.00

Personal checks and MasterCard®, Visa®, and Discover® are accepted in payment of the filing fee. Checks or money orders must be payable through a U.S. bank or other financial institution and made payable to the secretary of state. Fees paid by credit card are subject to a statutorily authorized processing cost of 2.1% of the total fees.

5.

Two copies of the form along with the filing fee should be mailed to the address shown in the heading of this form. The delivery address is: Secretary of State, Statutory Filings Division, Corporations Section, James Earl Rudder Office Building, 1019 Brazos, Austin, Texas 78701. We will place one document on record and return a file stamped copy, if a duplicate copy is provided for such purpose. The telephone number is (512) 463-5555, TDD: (800) 735-2989, FAX: (512) 463-5709.

Form No. 401
Revised 9/99

EX-3.302

Exhibit 3.302

BYLAWS
OF
PHC-TRINITY VALLEY, INC.

     1. Annual Meeting of the Shareholders. The annual meeting of shareholders for the election of directors and such other purposes as may be set forth in the notice of meeting shall be held at the time and place, within or outside the State of Tennessee, fixed by the board of directors.

     2. Special Meetings of the Shareholders. Special meetings of the shareholders may be held at any place within or outside the State of Tennessee upon call of the board of directors, the chairman of the board of directors, if any, the president, or the holders of at least ten percent of the issued and outstanding shares of capital stock entitled to vote.

     3. Transfer of Stock. The capital stock of the Corporation shall be transferred on the books of the Corporation by surrender of properly endorsed certificates therefor by the holders thereof or their duly authorized attorneys-in-fact. In case of transfer by attorney, the power of attorney, duly executed and acknowledged, shall be deposited with the secretary. The person in whose name stock stands on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.

     4. Directors. The business of the Corporation shall be managed by a board of directors consisting of not less than two nor more than seven members, such number of directors within such range to be fixed by action of the board of directors. The range of size for the board may be increased or decreased by the shareholders. Vacancies in the board of directors, whether resulting from an increase in the number of directors, the removal of directors for or without cause, or otherwise, may be filled by a vote of a majority of the directors then in office, although less than a quorum. Directors may be removed for or without cause by the shareholders.

     5. Meetings of the Board of Directors. Regular meetings of the board of directors may be held without notice of the date, time, place or purpose of the meeting (a) at the location of the annual meeting of shareholders immediately after the meeting in each year and (b) at such times and at such places within or outside the State of Tennessee as shall be fixed by the board of directors. Special meetings of the board of directors may be held at any place within or outside the State of Tennessee upon call of the chairman of the board of directors, if any, the president or a majority of the directors then in office, which call shall set forth the date, time and place of meeting and, if required by law, the purpose of the meeting. Written,

oral, or any other mode of notice of the date, time and place of meeting shall be given for special meetings in sufficient time, which need not exceed two days in advance, for the convenient assembly of the directors. A majority of the number of directors of the Corporation then in office, but in no event less than one-third of the number of directors the Corporation would have if there were no vacancies in the board of directors, shall constitute a quorum, and the vote of a majority of the directors present at the time of the vote, if a quorum is present, shall be the act of the board of directors.

     6. Officers. The board of directors shall elect a president and secretary, and such other officers as it may deem appropriate. The president, secretary, and any other officer so appointed by the board of directors are authorized to execute certificates representing shares of the Corporation’s capital stock. Persons may hold more than one office except that no person may serve as both president and secretary. Officers shall have the authority and responsibilities given them by the board of directors, and each officer shall hold office until his successor is elected and qualified, unless a different term is specified by the board of directors.

     7. Committees. By resolution adopted by the greater of (i) a majority of the directors of the Corporation then in office when the action is taken or (ii) the number of directors required by the Charter or bylaws to take action, the directors may designate from among their number one or more directors to constitute an executive committee and other committees, each of which, to the extent permitted by law, shall have the authority granted it by the board of directors.

     8. Amendment of Bylaws. The bylaws of the Corporation may be amended or repealed, and additional bylaws may be adopted, by action of the board of directors or of the shareholders, but any bylaws adopted by the shareholders may be amended or repealed only by the shareholders.

EX-3.303

Exhibit 3.303

Hope Andrade
Secretary of State

Office of the Secretary of State

The undersigned, as Secretary of State of Texas, does hereby certify that the attached is a true and correct copy of each document on file in this office as described below:

PRHC-ENNIS, L.P.
Filing Number: 12325610

Certificate Of Limited Partnership	August 05, 1999
Amended Certificate of Limited Partnership	February 09, 2000
Change of Registered Agent/Office	September 28, 2000
Change of Office by Registered Agent	October 29, 2001
Certificate of Assumed Business Name	April 01, 2002
Change of Registered Agent/Office	July 13, 2005
Certificate of Amendment	February 26, 2010
Change of Name or Address by Registered Agent	April 19, 2010

In testimony whereof, I have hereunto signed my name officially and caused to be impressed hereon the Seal of State at my office in Austin, Texas on March 11, 2011.

Hope Andrade
Secretary of State

Come visit us on the internet at http://www.sos.state.tx.us/
Phone: (512) 463-5555	Fax: (512) 463-5709	Dial: 7-1-1 for Relay Services
Prepared by: SOS-WEB	TID: 10266	Document: 358900740013

FILED

In the Office of the

Secretary of State of Texas

AUG 05 1999

Corporation Section

CERTIFICATE OF LIMITED PARTNERSHIP

1.	The name of the limited partnership is: PHC-Palestine (Trinity), L.P.
2.	The address of the registered office is 800 Brazos, Ste 1100, Austin, TX 78701.
3.	The name of the registered agent at the above address is National Registered Agents, Inc.
4.	The address where the records of the limited partnership are to be kept or made available (pursuant to TRLPA art. 6132a-1, sec. 1.07) is: 105 Westwood Place, Suite 400, Brentwood, TN 37027.
5.	The name, mailing address and street address of the business or residence of each general partner is as follows:

		Business or Residence
General Partner	Mailing Address	Street Address
PHC-Trinity Valley, Inc.	105 Westwood Place, Suite 400 Brentwood, TN 37027	same

6. Are there any other matters that the partners wish to include? None.

PHC-PALESTINE (TRINITY), L.P.

/s/ Howard T. Wall

By: Its General Partner

Form 424
(Revised 12/09)

Submit in duplicate to:
Secretary of State
P.O. Box 13697
Austin, TX 78711-3697
512 463-5555
FAX: 512/463-5709
Filing Fee: See instructions
Certificate of Amendment This space reserved for office use.

FILED in the Office of the
Secretary of State of Texas

FEB 26 2010

Corporation Section

Entity Information

The name of the filing entity is:

PRHC-Ennis, L.P.

State the name of the entity as currently shown in the records of the secretary of state. If the amendment changes the name of the entity, state the old name and not the new name.

The filing entity is a: (Select the appropriate entity type below.)

o For-profit Corporation	o Professional Corporation
o Nonprofit Corporation	o Professional Limited Liability Company
o Cooperative Association	o Professional Association
o Limited Liability Company	þ Limited Partnership

The file number issued to the filing entity by the secretary of state is: 12325610

The date of formation of the entity is: August 5, 1999

Amendments

1. Amended Name

(If the purpose of the certificate of amendment is to change the name of the entity, use the following statement)

The amendment changes the certificate of formation to change the article or provision that names the filing entity. The article or provision is amended to read as follows:

The name of the filing entity is: (state the new name of the entity below)

The name of the entity must contain an organizational designation or accepted abbreviation of such term, as applicable.

2. Amended Registered Agent/Registered Office

The amendment changes the certificate of formation to change the article or provision stating the name of the registered agent and the registered office address of the filing entity. The article or provision is amended to read as follows:

RECEIVED

SECRETARY OF STATE

FEB 26 2010

CLK 64

AUSTIN TEXAS

Form 424

6

Registered Agent
(Complete either A or B, but not both. Also complete C.)

o A. The registered agent is an organization (cannot be entity named above) by the name of:

OR

o B. The registered agent is an individual resident of the state whose name is:

First Name M.I. Last Name Suffix

The person executing this instrument affirms that the person designated as the new registered agent has consented to serve as registered agent.

o C. The business address of the registered agent and the registered office address is:

		TX
Street Address (No P.O. Box)	City	State	Zip Code

3. Other Added, Altered, or Deleted Provisions

Other changes or additions to the certificate of formation may be made in the space provided below. If the space provided is insufficient, incorporate the additional text by providing an attachment to this form. Please read the instructions to this form for further information on format.

Text Area (The attached addendum, if any, is incorporated herein by reference.)

þ Add each of the following provisions to the certificate of formation. The identification or reference of the added provision and the full text are as follows:

WHEREAS, PHC-Trinity Valley, Inc., the general partner of PRHC-Ennis, L.P., changed its name to PRHC-Ennis G.P., Inc. on February 9, 2000. The name of the General Partner shall be changed from PHC-Trinity Valley, Inc. to PRHC-Ennis, G.P., Inc.

o Alter each of the following provisions of the certificate of formation. The identification or reference of the altered provision and the full text of the provision as amended are as follows:

o Delete each of the provisions identified below from the certificate of formation.

Statement of Approval

The amendments to the certificate of formation have been approved in the manner required by the Texas Business Organizations Code and by the governing documents of the entity.

Form 424

7

Effectiveness of Filing (Select either A, B, or C.)

A. þ This document becomes effective when the document is filed by the secretary of state.

B. o This document becomes effective at a later date, which is not more than ninety (90) days from the date of signing. The delayed effective date is:                     

C. o This document takes effect upon the occurrence of a future event or fact, other than the passage of time. The 90^th day after the date of signing is:                     

The following event or fact will cause the document to take effect in the manner described below:

Execution

The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and certifies under penalty of perjury that the undersigned is authorized under the provisions of law governing the entity to execute the filing instrument.

Date: February 22, 2010

By:	/s/ Mary Kim E. Shipp
	by: Mary Kim E. Shipp, PRHC-Ennis, L.P. Signature of authorized person
	and
	by: Mary Kim E. Shipp, Secretary, PRHC-Ennis, G.P., Inc. Printed or typed name of authorized person (see instructions)

Form 424

8

Office of the Secretary of State
Corporations Section
P.O. Box 13697
Austin, Texas 78711-3697
(Form 408) Filed in the Office of the
Secretary of State of Texas
Filing #: 12325610 04/19/2010
Document #: 304508730965
Image Generated Electronically

STATEMENT OF CHANGE OF
ADDRESS OF REGISTERED AGENT

1.	The name of the entity represented is PRHC-ENNIS, L.P.
	The entity’s filing number is 12325610
2.	The address at which the registered agent has maintained the registered office address for such entity is: (Please provide street address, city, state and zip code presently shown in the records of the Secretary of State.)
	350 N. St. Paul St., Dallas, TX 75201
3.	The address at which the registered agent will hereafter maintain the registered office address for such entity is: (Please provide street address, city, state and zip code. The address must be in Texas.)
	350 N. St. Paul St., Ste. 2900, Dallas, TX 75201-4234
4.	Notice of the change of address has been given to said entity in writing at least 10 business days prior to the submission of this filing.

Date: 04/19/2010

CT Corporation System

     Name of Registered Agent

Kenneth Uva, Vice President

     Signature of Registered Agent

FILING OFFICE COPY

FILED

In the Office of the

Secretary of State of Texas

FEB 9 2000

Corporations Section

CERTIFICATE OF AMENDMENT

TO

THE CERTIFICATE OF LIMITED PARTNERSHIP

     The undersigned general partner(s), having filed an original Certificate of Limited Partnership, hereby duly execute this Certificate of Amendment of Limited Partnership, which is being filed with the Secretary of State in accordance with Section 2 02 of the Texas Revised Limited Partnership Act.

1	The name of the limited partnership is PHC-Palestine (Trinity), L.P.
2.	The Certificate of Limited Partnership is amended as follows.

The name of the limited Partnership shall be changed to: PRHC-ENNIS, L.P.

3. The date upon which this Certificate of Amendment will be effective is upon filing.

Signed on this 1^st day of February, 2000

PHC-Trinity Valley, Inc.
By	/s/ Howard T. Wall
	Howard T. Wall, Secretary

PRHC-ENNIS, L.P.

     PRHC-ENNIS, L.P., a limited partnership organized under the laws of the State of Texas, hereby consents to the qualification of PRHC-Ennis G.P., Inc. in the State of Texas and to the use of the name PRHC-ENNIS G.P., Inc.

     IN WITNESS WHEREOF, the said PRHC-Ennis, L.P has caused this consent to be executed by its Vice President and Secretary this 4^th day of February, 2000.

PRHC-ENNIS, L.P.
By:	/s/ Howard T. Wall
Name: Howard T. Wall
Title: Vice President and Secretary

Office of the Secretary of State
Corporations Section
P.O. Box 13697
Austin, Texas 78711-3697 FILED
In the Office of the
Secretary of State of Texas

SEP 28 2000

Corporation Section

STATEMENT OF CHANGE OF
ADDRESS OF REGISTERED AGENT

1.	The name of the entity represented is See Attached List of Limited Partnerships
	The entity’s file number is See List
2.	The address at which the registered agent has maintained the registered office address for such entity is: (Please provide street address, city, state and zip code presently shown in the records of the secretary of state.)
	800 Brazos Street, Suite 1100, Austin, TX 78701
3.	The address at which the registered agent will hereafter maintain the registered office address for such entity is: (Please provide street address, city, state and zip code. The address must be in Texas.)
	905 Congress Avenue, Austin, TX 78701
4.	Notice of the change of address has been given to said entity in writing at least 10 business days prior to the submission of this filing.

Date: September 27, 2000

National Registered Agents, Inc.

Name of registered agent

/s/ Dennis E. Howarth

Signature of registered agent

Dennis E. Howarth, President

IF THE ENTITY REPRESENTED IS A LIMITED PARTNERSHIP, COMPLETE THE FOLLOWING ACKNOWLEDGEMENT. AN ACKNOWLEDGEMENT IS NOT REQUIRED IF THE ENTITY IS A CORPORATION, FINANCIAL INSTITUTION OR A LIMITED LIABILITY COMPANY.

State of New Jersey	§
County of Mercer	§

This instrument was acknowledged before me on	September 27, 2000	by
	(date)

Dennis E. Howarth

(name of person acknowledging)

          (Notary Seal)

ZULMA MUNIZ HOWARTH	/s/ Zulma M. Howarth
NOTARY PUBLIC, NEW JERSEY	Signature of Notary
TERM EXPIRES MARCH 1, 2003	Notary Public, State of Texas

10	PRHC-ENNIS, L P	123256	1657871
10	PT-1 PHONECARD, L P	109979	1761759
10	RADICAL ARENA, LTD	129897	1639479
10	RADICAL HOOPS, LTD	130005	1581653
10	RADICAL MAVERICKS, LTD	129896	1600996
10	SANTAYANA INVESTMENTS, LTD	85239	1777092
10	SDL SEATING GALLERIES, L P	130833	1661598
10	SGI BEAUMONT-I, LTD	79090	1718452
10	SMALL FAMILY LIMITED PARTNERSHIP	131612	1680818
10	SOFER FAMILY LIMITED PARTNERSHIP	130847	1629419
10	SURE START LIMITED PARTNERSHIP	135562	1732267
10	TBS DENITECH LIMITED	120484	1723327
10	TEXAS CITY COGENERATION, L P.	104452	1625452
10	TEXAS IPI, L P	119569	1671518
10	TEXAS MSII/SEPII GP, L P	120147	1688036
10	TEXAS RFC/WA GP, L P	111017	1655651
10	TME DIAGNOSTIC PARTNERS, LTD	51415	1671563
10	TRI TERRA DEVELOPMENTS, L P	130110	1649923
10	VESTCOR PARTNERS XXV-A, L P	137721	1619890
10	VESTCOR TEXAS DEVELOPMENT, L P.	137476	1598607
11	808 GP LIMITED PARTNERSHIP	103307	1609463
11	808 INVESTMENTS LIMITED PARTNERSHIP	103308	1766710
11	AERO & 303 LIMITED PARTNERSHIP	102841	1663646
11	AMERICAN NEWLAND COMMUNITIES, LP	132060	1764170
11	ATC ELECTRONICS & LOGISTICS, L P	106227	1724983
11	BAY COLONY LIMITED PARTNERSHIP	137217	1600004
11	BLACKSTONE/TCC AUSTIN PARTNERS L P	96788	1694457
11	BRE/CW PARTNERS L P	101173	1705764
11	BREED AUTOMOTIVE, L P	76392	1689228
11	BROOKDALE INVESTORS TWO, L P	103043	1751568
11	CABLE PLUS COMPANY, L P	78374	1771564
11	CALPINE CENTRAL, L P	116500	1634529
11	CALPINE CONSTRUCTION FINANCE COMPANY, L P	124038	1623851
11	CALPINE ENERGY SERVICES, L P	126400	1578780
11	CALPINE HIDALGO DESIGN, L P	135402	1641324
11	CANADIAN MOBILE HOME COMMUNITIES, A CALIFORNIA LIMITED PARTNERS	102785	1662073
11	CENTRAL AUSTIN AMBULATORY SURGERY CENTER, L.P	112894	1734037

Office of the Secretary of State
Corporations Section
P.O. Box 13697
Austin, Texas 78711-3697 FILED
In the Office of the
Secretary of State of Texas

OCT 29 2001

Corporation Section

STATEMENT OF CHANGE OF
ADDRESS OF REGISTERED AGENT

1.	The name of the entity represented is See Attached List
	The entity’s file number is See Attached List
2.	The address at which the registered agent has maintained the registered office address for such entity is: (Please provide street address, city, state and zip code presently shown in the records of the secretary of state.)
	905 Congress Avenue, Austin, TX 78701
3.	The address at which the registered agent will hereafter maintain the registered office address for such entity is: (Please provide street address, city, state and zip code. The address must be in Texas.)
	1614 Sidney Baker Street, Kerrville, TX 78028
4.	Notice of the change of address has been given to said entity in writing at least 10 business days prior to the submission of this filing.

Date: 10/19/01

National Registered Agents, Inc.

Name of registered agent

/s/ Dennis E. Howarth

Signature of registered agent

Dennis E. Howarth, President

IF THE ENTITY REPRESENTED IS A LIMITED PARTNERSHIP, THE STATEMENT MUST BE NOTARIZED. NOTARIZATION OF THE STATEMENT IS NOT REQUIRED IF THE ENTITY IS A CORPORATION, FINANCIAL INSTITUTION OR A LIMITED LIABILITY COMPANY.

State of	§
County of	§

Subscribed and sworn to before me on		by
	(date)

(name of person sworn)

          (Notary Seal)

Signature of Notary

Notary Public, State of Texas

LIMITED PARTNERSHIP	PAWTUCKET FASTENERS L.P.	Rl
LIMITED PARTNERSHIP	BRIGHT-MEYERS LUBBOCK ASSOCIATES L.P.	TN
LIMITED PARTNERSHIP	BRIGHT-MEYERS WACO ASSOCIATES L.P.	TN
LIMITED PARTNERSHIP	CENTRAL AUSTIN AMBULATORY SURGERY CENTER L.P.	TN
LIMITED PARTNERSHIP	MPA ENTERPRISES L.P.	TN
LIMITED PARTNERSHIP	AO FAMILY LIMITED PARTNERSHIP	TX
LIMITED PARTNERSHIP	BAY COLONY LIMITED PARTNERSHIP	TX
LIMITED PARTNERSHIP	BEEKMAN STREET PARTNERS L.P.	TX
LIMITED PARTNERSHIP	C&B ASSOCIATES LTD.	TX
LIMITED PARTNERSHIP	CABLECHOICE-DALLAS LTD. II	TX
LIMITED PARTNERSHIP	CABLECHOICE-HOUSTON LTD. II	TX
LIMITED PARTNERSHIP	CALPINE HIDALGO ENERGY CENTER L.P.	TX
LIMITED PARTNERSHIP	CALPINE POWER EQUIPMENT LP	TX
LIMITED PARTNERSHIP	CALPINE/GENTEX LOST PINES OPERATIONS L.P.	TX
LIMITED PARTNERSHIP	CLEAR LAKE COGENERATION LIMITED PARTNERSHIP	TX
LIMITED PARTNERSHIP	CPN TEXAS CENTRAL FUELS L.P.	TX
LIMITED PARTNERSHIP	CREEKSTONE INVESTORS L.P.	TX
LIMITED PARTNERSHIP	CROW IRVINE #1 LIMITED PARTNERSHIP	TX
LIMITED PARTNERSHIP	DORCHESTER PROPERTIES LTD.	TX
LIMITED PARTNERSHIP	ECI-TEXAS L.P.	TX
LIMITED PARTNERSHIP	ENHANCE RECRUITMENT SERVICES LP	TX
LIMITED PARTNERSHIP	ENROCK L.P.	TX
LIMITED PARTNERSHIP	FREESTONE POWER GENERATION LP	TX
LIMITED PARTNERSHIP	HPL COMPRESSION COMPANY L.P.	TX
LIMITED PARTNERSHIP	INOVX SOLUTIONS (TEXAS) L.P.	TX
LIMITED PARTNERSHIP	MAIN PIPER L.P.	TX
LIMITED PARTNERSHIP	MATUSCHKA SERVICES (TEXAS) LTD.	TX
LIMITED PARTNERSHIP	MEXIA PRINCIPAL HEALTHCARE LIMITED PARTNERSHI.	TX
LIMITED PARTNERSHIP	MRM REAL ESTATE ASSOCIATES L.P.	TX
LIMITED PARTNERSHIP	MULTITECHNOLOGY SERVICES L.P.	TX
LIMITED PARTNERSHIP	NHI-TX INVESTORS L.P.	TX
LIMITED PARTNERSHIP	NHI/REIT OF TEXAS L.P.	TX
LIMITED PARTNERSHIP	NNP-GRAYSON LAKES L.P.	TX
LIMITED PARTNERSHIP	PERFORMANCE FOOD GROUP OF TEXAS L.P.	TX
LIMITED PARTNERSHIP	PERIMETER HOLDINGS L.P.	TX
LIMITED PARTNERSHIP	PRHC ENNIS L.P.	TX
LIMITED PARTNERSHIP	PT-1 PHONECARD L.P.	TX

Office of the Secretary of State
Corporations Section
P.O. Box 13697
Austin, Texas 78711-3697 FILED
In the Office of the
Secretary of State of Texas
APR 01 2002

Corporations Section

ASSUMED NAME CERTIFICATE
FOR FILING WITH THE SECRETARY OF STATE

1.	The name of the corporation, limited liability company, limited partnership, or registered limited liability partnership as stated in its articles of incorporation, articles of organization, certificate of limited partnership, application for certificate of authority or comparable document is PRHC-Ennis, L.P.
2.	The assumed name under which the business or professional service is or is to be conducted or rendered is Ennis Regional Medical Center
3.	The state, country, or other jurisdiction under the laws of which it was incorporated, organized or associated is Texas and the address of its registered or similar office in that jurisdiction is 1614 Sidney Baker Street, Kerrville, Texas 78028
4.	The period, not to exceed 10 years, during which the assumed name will be used is Ten years
5.	The entity is a (check one):

A.
	o Business Corporation	o Non-Profit Corporation
	o Professional Corporation	o Professional Association
	o Limited Liability Company	þ Limited Partnership
	o Registered Limited Liability Partnership

B. If the entity is some other type business, professional or other association that is incorporated, please specify below (e.g., bank, savings and loan association, etc.) N/A
6.	If the entity is required to maintain a registered office in Texas, the address of the registered office is 1614 Sidney Baker Street, Kerrville, Texas 78028 and the name of its registered agent at such address is National Registered Agents, Inc.
	The address of the principal office (if not the same as the registered office) is 105 Westwood Place, Suite 400, Brentwood, Tennessee 37027

7.	If the entity is not required to or does not maintain a registered office in Texas, the office address in Texas is N/A and if the entity is not incorporated, organized or associated under the laws of Texas, the address of its place of business in Texas is N/A and the office address elsewhere is N/A
8.	The county or counties where business or professional services arc being or are to be conducted or rendered under such assumed name are (if applicable, use the designation “ALL” or “ALL EXCEPT”) Ellis County
9.	The undersigned, if acting in the capacity of an attorney-in-fact of the entity, certifies that the entity has duly authorized the attorney-in-fact in writing to execute this document.

By	/s/ Howard T. Wall
	Signature of officer, general partner, manager,
	representative or attorney-in-fact of the entity

NOTE

This form is designed to meet statutory requirements for filing with the secretary of state and is not designed to meet filing requirements on the county level. Filing requirements for assumed name documents to be filed with the county clerk differ. Assumed name documents filed with the county clerk are to be executed and acknowledged by the filing party, which requires that the document be notarized.

Form No. 503
Revised 9/99

[ILLEGIBLE]

STATE OF TENNESSEE

COUNTY OF WILLIAMSON

Before me on this 27^th day of [ILLEGIBLE] 2002, personally appeared Howard T. Wall and acknowledged to me that _______ he executed the foregoing certificate for the purposes therein expressed.

My Commission Expires:	/s/ Linda Marie Crockett
09/25/2004	Notary Public, State of TENNESSEE

Office of the Secretary of State
Corporations Section
P.O. Box 13697
Austin, Texas 78711-3697 FILED
In the Office of the
Secretary of State of Texas
July 13 2005

Corporations Section

CHANGE OF REGISTERED AGENT/REGISTERED OFFICE

1.	The name of the entity is PRHC-Ennis, L.P. and the file number issued to the entity by the secretary of state is 0012325610
2.	The entity is: (Check one.)

o a business corporation, which has authorized the changes indicated below through its board of directors or by an officer of the corporation so authorized by its board of directors, as provided by the Texas Business Corporation Act.

o a non-profit corporation, which has authorized the changes indicated below through its board of directors or by an officer of the corporation so authorized by its board of directors, or through its members in whom management of the corporation it vested pursuant to article 2.14C, as provided by the Texas Non-Profit Corporation Act.

o a limited liability company, which has authorized the changes indicated below through its members or managers, as provided by the Texas Limited Liability Company Act.

þ a limited partnership, which has authorized the changes indicated below through its partners, as provided by the Texas Revised Limited Partnership Act.

o an out-of-state financial institution, which has authorized the changes indicated below in the manner provided under the laws governing its formation.

3.	The registered office address as PRESENTLY shown in the records of the Texas secretary of state is 1614 Sidney Baker Street, Kerrville, Texas 78028
4.	þ A. The address of the NEW registered office is: (Please provide street address, city, state and zip code. The address must be in Texas.) c/o CT Corporation System, 350 N. St. Paul Street, Dallas, Texas 75201
OR o B. The registered office address will not change.
5.	The name of the registered agent as PRESENTLY shown in the records of the Texas secretary of state is National Registered Agents, Inc.
6.	þ A. The name of the NEW registered agent is CT Corporation System
OR o B. The registered agent will not change.

7. Following the changes shown above, the address of the registered office and the address of the office of the registered agent will continue to be identical, as required by law.

By:	/s/ Mary Kim E. Shipp
	(A person authorized to sign
	on behalf of the entity)

INSTRUCTIONS

1.	It is recommended that you call (512) 463-5555 to verify the information in items 3 and 5 as it currently appears on the records of the secretary of state before submitting the statement for filing. You also may e-mail an inquiry to corpinfo@sos.state.tx.us. As information on out-of-state financial institutions is maintained on a separate database, a financial institution must call (512) 463-5701 to verify registered agent and registered office information. If the information on the form is inconsistent with the records of this office, the statement will be returned.
2.	You are required by law to provide a street address in item 4 unless the registered office is located in a city with a population of 5,000 or less. The purpose of this requirement is to provide the public with notice of a physical location at which process may be served on the registered agent. A statement submitted with a post office box address or a lock box address will not be filed.
3.	An authorized officer of the corporation or financial institution must sign the statement. In the case of a limited liability company, an authorized member or manager of a limited liability company must sign the statement. A general partner must sign the statement on behalf of a limited partnership. A person commits an offense under the Texas Business Corporation Act, the Texas Non-Profit Corporation Act or the Texas Limited Liability Company Act if the person signs a document the person knows is false in any material respect with the intent that the document be delivered to the secretary of state for filing. The offense is a Class A misdemeanor.
4.	Please attach the appropriate fee:

Business Corporation	$	15.00
Financial Institution, other than Credit Unions	$	15.00
Financial Institution that is a Credit Union	$	5.00
Non-Profit Corporation	$	5.00
Limited Liability Company	$	10.00
Limited Partnership	$	50.00

Personal checks and MasterCard®, Visa®, and Discover® are accepted in payment of the filing fee. Checks or money orders must be payable through a U.S. bank or other financial institution and made payable to the secretary of state. Fees paid by credit card are subject to a statutorily authorized processing cost of 2.1% of the total fees.

5.

Two copies of the form along with the filing fee should be mailed to the address shown in the heading of this form. The delivery address is: Secretary of State, Statutory Filings Division, Corporations Section, James Earl Rudder Office Building, 1019 Brazos, Austin, Texas 78701. We will place one document on record and return a file stamped copy, if a duplicate copy is provided for such purpose. The telephone number is (512) 463-5555, TDD: (800) 735-2989, FAX: (512) 463-5709.

Form No. 401
Revised 9/99

TX018 - 6/07/00 CT System Online

EX-3.304

Exhibit 3.304

AMENDMENT NO. 1 TO
LIMITED PARTNERSHIP AGREEMENT
OF
PRHC-ENNIS, L.P.

     Amendment No. 1 to Limited Partnership Agreement of PRHC-Ennis, L.P., effective as of April 15, 2005 (this “Amendment”).

     WHEREAS, PRHC-Ennis G.P., Inc., as the General Partner (the “General Partner”), and Principal Hospital Company of Nevada, Inc., as the Limited Partner (the “Limited Partner”) are parties to that certain Limited Partnership Agreement, dated as of August 5, 1999 (the “LP Agreement”); and

     WHEREAS, the General Partner and the Limited Partner now desire to amend certain provisions of the LP Agreement as more fully described herein.

     NOW, THEREFORE, the LP Agreement is hereby amended as follows:

     1. The LP Agreement shall be amended by adding a new paragraph to the end thereto, which shall read as follows:

     “All Limited Partnership interests in the Limited Partnership shall be represented by certificate(s) issued by the Limited Partnership, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Texas Uniform Commercial Code and shall be governed by Article 8 of the Texas Uniform Commercial Code.”

     2. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Texas.

     3. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document.

     4. Except as amended hereby, the LP Agreement shall remain in full force and effect.

     IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first above written.

PRHC-ENNIS G.P., INC., as General Partner
By: Name:	/s/ William F. Carpenter III William F. Carpenter III
Title:	Executive Vice President and Secretary
PRINCIPAL HOSPITAL COMPANY OF NEVADA, INC., as Limited Partner
By:	/s/ William F. Carpenter III
Name:	William F. Carpenter III
Title:	Executive Vice President and Secretary

Signature Page to Amendment No. 1 to LP Agreement
of PRHC-Ennis, L.P.

AMENDMENT TO THE AGREEMENT OF LIMITED PARTNERSHIP
OF
PHC-PALESTINE (TRINITY), L.P.

     This Amendment to the Agreement of Limited Partnership of PHC-Palestine (Trinity), L.P. (the “Agreement”), shall be effective this 14th day of February, 2000.

W I T N E S S E T H:

     WHEREAS, PHC-Palestine (Trinity), L.P. changed its name to PRHC-Ennis, L.P. on February 1, 2000, and filed a Certificate of Amendment to the Certificate of Limited Partnership with the Texas Secretary of State pursuant to Section 2.02 of the Texas Revised Limited Partnership Act;

     WHEREAS, PHC Trinity Valley, Inc., the general partner of PRHC-Ennis, L.P., changed its name to PRHC-Ennis G.P., Inc. on February 9, 2000;

     WHEREAS, PHC-Nevada, Inc., the former limited partner of PRHC-Ennis, L.P., transferred all right, title and interest in PRHC-Ennis, L.P. to Principal Hospital Company of Nevada, Inc. on February 14, 2000; and

     WHEREAS, the general partner and limited partner of PRHC-Ennis, L.P. desire to amend certain provisions of the Agreement provided herein.

NOW, THEREFORE, the Agreement shall be amended as follows:

     1. The name of the Limited Partnership shall be changed from PHC-Palestine (Trinity), L.P. to PRHC-Ennis, L.P.

     2. The name of the General Partner shall be changed from PHC-Trinity Valley, Inc. to PRHC-Ennis G.P., Inc.

     3. The name of the Limited Partner shall be changed from PHC-Nevada, Inc. to Principal Hospital Company of Nevada, Inc.

     IN WITNESS WHEREOF, the undersigned have agreed to and executed this Amended and Restated Agreement effective as of the date first written above.

PRHC-ENNIS G.P., INC. General Partner
By:	/s/ Howard T. Wall
	Howard T. Wall
	Vice President and Secretary
PRINCIPAL HOSPITAL COMPANY OF NEVADA, INC. Limited Partner
By:	/s/ Howard T. Wall
	Howard T. Wall
	Vice President and Secretary

AGREEMENT OF LIMITED PARTNERSHIP

OF

PHC-PALESTINE (TRINITY), L.P.

     Pursuant to Article 6132a-l of the Texas Revised Civil Statutes Annotated, the undersigned parties being all of the partners (the “Partners”) of PHC-Palestine (Trinity), L.P. (the “Limited Partnership”), a Texas limited partnership formed pursuant to the provisions of the Revised Limited Partnership Act (the “Act”), hereby agree as follows:

		Percent			Capital
	Name and Address	Ownership			Contribution
General Partner:	PHC-Trinity Valley, Inc. a Texas corporation 105 Westwood Place, Suite 400 Brentwood, Tennessee 37027		1	%	$	1.00
Limited Partner:	PHC-Nevada, Inc. a Nevada corporation 105 Westwood Place, Suite 400 Brentwood, Tennessee 37027		99	%	$	99.00

     Each Partner made its contribution to capital in cash at the time it executed the Articles of Limited Partnership, dated August 2, 1999. Neither Partner shall be required to make any additional contribution of capital to the Limited Partnership, although the Partners may from time to time agree to make additional contributions to the Limited Partnership.

     The Limited Partnership may engage in any lawful business permitted by the Act, including without limitation, acquiring, owning, operating, selling, leasing, and otherwise dealing with hospitals and other healthcare businesses.

     The address of the principal office of the Limited Partnership is 105 Westwood Place, Suite 400, Brentwood, TN 37027 and the name and address of the registered agent for service of process on the Limited Partnership in the State of Louisiana is National Registered Agents, Inc., 1212 Guadalupe, Austin, Texas 78701.

     The Limited Partnership shall be terminated and dissolved upon the earlier of (i) the mutual agreement of the Partners or (ii) December 31, 2050. After payment of all obligations and other liabilities as provided in the Act, notwithstanding any provision to the contrary in this Agreement, all remaining Limited Partnership assets shall be distributed to the Partners in accordance with their positive ending capital account balances in compliance with Treasury Regulation Section 1.704-l(b)(2)(ii)(b)(2). No Partner shall have the obligation to another Partner, the Limited Partnership, or third party to restore a negative capital account balance during the existence or upon termination of the Limited Partnership.

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     A capital account for each Partner shall be established, maintained and adjusted in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv), including any optional adjustments under Treasury Regulation Section 1.704-1(b)(2)(iv)(f) that the General Partner believes are necessary to reflect the economic interests of the Partners and, if applicable, the adjustments required under Treasury Regulation Section 1.704-1(b)(2)(iv)(g).

     All distributions and, after giving effect to the special allocations in the following paragraph, all allocations of income, gins, losses and credits shall be made in accordance with the Percent Ownership of each Partner. No allocation of loss or deduction will be made to a Partner that would create an impermissible capital account balance as computed under Treasury Regulations Section 1.704-1(b)(2)(ii)(d).

     This Agreement contains, and the Partners shall comply with the “qualified income offset” provision of Treasury Regulations Section 1.704-1(b)(2)(ii)(d), the minimum gain chargeback provisions and provisions relating to the special allocation of nonrecourse deductions of Treasury Regulations Section 1.704-2. The allocations contained in this paragraph shall be defined, interpreted and made in accordance with the applicable Treasury Regulations.

     Income, gain, loss and deduction as computed for income tax purposes with respect to Limited Partnership property subject to Internal Revenue Code Section 704(c) and/or Treasury Regulations Section 1.704-1(b)(2)(iv)(f) shall be allocated in accordance with said Internal Revenue Code Section and/or Treasury Regulations Section 1.704-1(b)(4)(i), as the case may be, using any reasonable method permitted in Treasury Regulations Section 1.704-3 that is selected by the General Partner. Allocations made pursuant to this paragraph shall not affect the capital accounts of the Partners.

     The General Partner shall have the exclusive right and full power and authority to manage, control, conduct and operate the business of the Partnership, and may take any and all action without the consent of the Limited Partner. The General Partner shall maintain all books and records required by the Act to be maintained at the address specified above or at any other office designated by the General Partner. The General Partner shall make available at its principal office at the address specified above in the State of Tennessee such books and records of the Limited Partnership as are required pursuant to the Act. The General Partner shall have the right to designate a different registered agent and/or registered office for the Limited Partnership by complying with any requirements pursuant to the Act.

     The Limited Partnership shall indemnify and hold harmless the General Partner, and its members, managers, employees, agents and representatives and the officers, directors, employees agents and representatives of its members to the fullest extent permitted by the Act.

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     The Partners hereby agree that all other terms of the Limited Partnership be controlled and interpreted in accordance with the Act.

     EXECUTED effective as of August 5, 1999.

WITNESSES:	GENERAL PARTNER:
	PHC-Trinity Valley, Inc., a Texas corporation
/s/ Angie Paton Covell	By:	/s/ Howard T. Wall
/s/ Aimee L. Williams	Title

STATE OF TENNESSEE	)
	)	SS.:
COUNTY OF WILLIAMSON	)

     On this 5^th day of August, 1999, before me, the subscriber, a Notary Public duly appointed to take proof and acknowledgment of deeds and other instruments, came Howard T. Wall, to me personally known to be the individual described in and who signed the preceding Articles of Limited Partnership, and who duly acknowledged to me, the signing of the same, and being by me duly sworn deposeth and saith that he signed the foregoing Articles of Limited Partnership in the capacity set forth under his signature.

     IN TESTIMONY WHEREOF, I hereunto set my name and affix my official seal at Brentwood, TN, the day and year first above written.

     [ILLEGIBLE] Notary Public

(SEAL)          My Commission expires January 29, 2000

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WITNESSES:	LIMITED PARTNER:
	PHC-Nevada, Inc. a Nevada corporation
/s/ Angie Paton Covell	By:	/s/ Howard T. Wall
/s/ Aimee L. Williams	Title:

STATE OF TENNESSEE	)
	)	SS.:
COUNTY OF WILLIAMSON	)

     On this 5^th day of August, 1999, before me, the subscriber, a Notary Public duly appointed to take proof and acknowledgment of deeds and other instruments, came Howard T. Wall, to me personally known to be the individual described in and who signed the preceding Articles of Limited Partnership, and who duly acknowledged to me, the signing of the same, and being by me duly sworn deposeth and saith that he signed the foregoing Articles of Limited Partnership in the capacity set forth under his signature.

     IN TESTIMONY WHEREOF, I hereunto set my name and affix my official seal at Brentwood, TN, the day and year first above written.

     [ILLEGIBLE] Notary Public

(SEAL)           My Commission expires January 29, 2000

4

EX-3.305

Exhibit 3.305

ROSS MILLER Secretary of State	STATE OF NEVADA	SCOTT W. ANDERSON Deputy Secretary for Commercial Recordings
	OFFICE OF THE
	SECRETARY OF STATE

Certified Copy

March 14, 2011

Job Number:	C20110311-2688
Reference Number:	00003048221-00
Expedite:
Through Date:

The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report.

Document Number(s)	Description	Number of Pages
C9757-1997-001	Articles of Incorporation	5 Pages/1 Copies
C9757-1997-006	Articles of Merger	6 Pages/1 Copies

Respectfully,

     

     ROSS MILLER
     Secretary of State

Certified By: Christine Rakow
Certificate Number: C20110311-2688
You may verify this certificate
online at http://www.nvsos.gov/

Commercial Recording Division
202 N. Carson Street
Carson City, Nevada 89701-4069
Telephone (775) 684-5708
Fax (775) 684-7138

FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA

May 07 1997

No C9757-97
/s/ Dean Heller

DEAN HELLER, SECRETARY OF STATE

ARTICLES OF INCORPORATION
OF
PRINCIPAL HOSPITAL COMPANY OF NEVADA, INC.

     FIRST. The name of the corporation is Principal Hospital Company of Nevada, Inc.

     SECOND. The registered office of the corporation in the State of Nevada is located at One East First Street, Reno, Nevada 89501. The name of its resident agent at that address is The Corporation Trust Company of Nevada.

     THIRD. The Corporation shall have authority, acting by its Board of Directors, to issue one thousand (1,000) shares of common stock, one cent ($.01) par value per share (the “Common Stock”), such shares entitled to one (1) vote per share on any matter on which shareholders of the Corporation are entitled to vote and such shares being entitled to participation in dividends and to receive the remaining per assets of the Corporation upon dissolution. The number of authorized shares of any class may be increased or decreased (but not below the number of such shares then outstanding) by the affirmative vote of the holders of a majority of the Common Stock.

     FOURTH. The governing board of this corporation shall be known as directors, and the number of directors may from time to time be increased or decreased in such manner as shall be provided by the bylaws of this corporation.

     (a) The initial Board of Directors of the Corporation, who shall serve until the first annual meeting of the shareholders of the Corporation and until their successors are elected and qualified, shall consist of three directors, and their names and addresses are Martin S. Rash,109 Westpark Drive, Suite 180, Brentwood, Tennessee 37027, Richard D. Gore, 109 Westpark Drive, Suite 180, Brentwood, Tennessee 37027, and John M.T. Ruthedge, 109 Westpark Drive, Suite 180, Brentwood. Tennessee 37027.

     (b) The Board of Directors of the Corporation shall consist of not less than two (2) nor more than fifteen (15) directors, the exact number to be fixed and determined from time to time by resolution of a majority of the Board of Directors. Any vacancy arising from the early retirement of a director may be filled by the vote of the remaining directors or the shareholders and the term of any such director shall be for the balance of the term of the retiring director.

     FIFTH. The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any and all lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Nevada as now or hereinafter in force. The Corporation shall possess and exercise all of the powers and privileges granted by the General Corporation Law of the State of Nevada, by any other law or by this Certificate, together with all such powers and privileges incidental thereon as may be necessary or convenient to the conduct, promotion or attainment of the purposes of the Corporation.

          SIXTH. A director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duly as a director except for liability: (a) for any breach of the director’s duty of loyalty to the Corporation or its shareholders: (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (c) under the General Corporation Law of Nevada (or the corresponding provision of any successor act or law); and (d) for any transaction from which the director derived an improper personal benefit. If the law of the State of Nevada is hereafter amended to authorize corporate action further limiting or eliminating the personal liability of directors or officers or expanding such liability, then the liability of directors or officers to the Corporation or its shareholders shall be limited or eliminated to the fullest extent permitted by law of the State of Nevada as so amended from time to time. Any repeal or modification of the provisions of this Article VI, either directly or by the adoption of an inconsistent provision of these Articles, shall be prospective only and shall not adversely affect any right or protection set forth herein existing in favor of a particular individual at the time of such repeal or modification. In addition, if an amendment to the General Corporation Law of the State of Nevada limits or restricts in any way the indemnification rights permitted by law as of the date hereof, such amendment shall apply only to the extent mandated by law and only to activities of persons subject to indemnification under this Article VI which occur subsequent to the effective date of such amendment.

          The Corporation shall indemnify, and upon request shall advance expenses to, in the manner and to the fullest extent permitted by law, any officer or director (or the estate of any such person) who was or is a party to or is threatened to be made a party to, any threatened, pending on completed action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such person is or was as director or officer of the Corporation, or is or was serving as the request of the Corporation as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, other enterprise or employee benefit plan (an “indemnitee”). The Corporation may to the fullest extent permitted by law, purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving or the request of the Corporation as a director, officer, partner, trustee, employee or agent of another Corporation, partnership, joint venture, trust, other enterprise or employee benefit plan against any liability which may be asserted against such person. To the fullest extent permitted by law, the indemnification and advances provided for herein shall include expenses (including attorneys’ fees), judgments, penalties, fines and amounts paid in settlement. The indemnification provided herein shall not be deemed to limit the right of the Corporation to indemnity any other person for any such expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement to the fullest extent permitted by law, both as to action in his official capacity and as to action in another capacity while holding such office.

          Notwithstanding the foregoing, the Corporation shall nor indemnify any such indemnitee who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to secure a judgment in its favor against such indemnitee with respect to any claim, issue or manner as to which the indemnitee shall have been adjudged to be liable to the Corporation, unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication or liability but in view of all the circumstances of the

case, such indemnitee is fairly and reasonably entitled to indemnify for such expenses which the Court of Chancery or such other court shall deem proper.

          The rights to indemnification and advancement of expenses set forth in this Article VI are intended to be greater than those which are otherwise provided for in the General Corporation Law of the State of Nevada, are contractual between the Corporation and the person being indemnified, his heirs, executors and administrators, and, with respect to this Article VI are mandatory, notwithstanding a person’s failure to meet the standard of conduct required for permissive indemnification under the General Corporation Law of the State of Nevada, as amended from time to time. The rights to indemnification and advancement of expenses set forth in this Article VI above are nonexclusive of other similar rights which may be granted by law, these Articles, the Bylaws, a resolution of the Board of Directors or shareholders or an agreement with the Corporation, which means of indemnification and advancement of expenses are hereby specifically authorized.

          Any repeal or modification of the provisions of this Article VI, either directly or by the adoption of an inconsistent provision of these Articles, shall be prospective only and shall nor adversely affect any right or protection set forth herein existing in favor of a particular individual at the time of such repeal or modification. In addition, if an amendment to the General Corporation Law of the State of Nevada limits or restricts in any way the indemnification rights permitted by law as of the date hereof, such amendment shall apply only to the extent mandated by law and only to activities of persons subject to indemnification under this Article VIII which occur subsequent to the effective date of such amendment.

          SEVENTH. The name and address of the incorporator signing the articles of incorporation is Franklin A. Berryman, 511 Union Street, Suite 2100, Nashville, Tennessee 37219.

          EIGHTH. The Board of Directors reserves the right from time to time to amend, alter, change or repeal any provision contained in these Articles in the manner now or hereinafter prescribed by statute, and all rights conferred upon shareholders herein are granted subject to this reservation.

          NINTH. The holders of stock of the Corporation shall have no preemptive or preferential right to subscribe for or purchase any stock or securities of the Corporation.

          TENTH. The period of existence of the Corporation shall be perpetual.

     I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming corporation pursuant to the General Corporation Law of the State of Nevada, do make and file these articles of incorporation hereby declaring and certifying that the fears herein stated are true, and accordingly have hereinto set my [ILLEGIBLE] my this 29 day of APRIL, 1997.

/s/ Franklin A. Berryman  

Franklin A. Berryman, Incorporator 

STATE OF TENNESSEE

COUNTY OF DAVIDSON

          On this the 29 day of April, 1997, before me, a Notary Public, personally appeared Franklin A. Berryman, who acknowledged that he executed the above instrument.

/s/ Mary Kim E. Shipp

Notary Public

My Commission Expires July 22, [ILLEGIBLE].

FILED
IN THE OFFICE OF
SECRETARY OF STATE OF THE
STATE OF NEVADA

MAY 07 1997

No. C9757-97

/s/ Dean Heller

DEAN HELLER, SECRETARY OF STATE

CERTIFICATE OF ACCEPTANCE OF APPOINTMENT

BY RESIDENT AGENT

The Corporation Trust Company of Nevada hereby accepts the appointment as Resident Agent of the above corporation.

The Corporation Trust Company of Nevada
By:	/s/ Mary R. Adams
	Mary R. Adams
Its:	Assistant Secretary
Date:	May 7, 1997

CERTIFICATE AND
ARTICLES OF MERGER
OF
PALESTINE-PRINCIPAL, INC.
WITH AND INTO
PRINCIPAL HOSPITAL COMPANY OF NEVADA, INC.

     Pursuant to the provisions of Sections 48-21-101 et seq. of the Tennessee Business Corporation Act and Sections 92A.005 et seq. of the Nevada Revised Statutes, each of the undersigned corporations adopts the following Articles of Merger for the purpose of merging into a single corporation:

ARTICLE I
PARTIES TO THE MERGER; SURVIVING CORPORATION

     Pursuant to a Plan of Merger, dated as of December 31, 2001 (the “Merger Agreement”), between Principal Hospital Company of Nevada, Inc., a Nevada corporation (“Principal-Nevada”) and Palestine-Principal, Inc., a Tennessee corporation (“Palestine”), such parties have agreed, among other things, to merge Principal-Nevada and Palestine into a single corporation (the “Merger”).

     (a) Principal-Nevada is a Nevada corporation, incorporated under the laws of the State of Nevada.

     (b) Palestine is a Tennessee corporation, incorporated under the laws of the State of Tennessee.

     (c) The Surviving Corporation upon completion of the Merger (the “Surviving Corporation”) shall be Principal-Nevada.

ARTICLE II
APPROVAL OF THE MERGER

     The terms and conditions of the Merger Agreement were duly advised, authorized, approved, adopted, certified, executed and acknowledged by each of the parties to the Merger in the manner and by the vote required by the Articles of Incorporation of each party and by the laws of the State of Nevada and by the laws of the State of Tennessee, as the case may be.

     (a) The said Plan of Merger was submitted to the sole stockholder of Palestine by its Board of Directors pursuant to the provisions of Chapter 21 of the Tennessee Business Corporation Act.

     (b) The said Plan of Merger was approved by the unanimous written consent of the sole stockholder of Palestine pursuant to the provisions of Chapter 21 of the Tennessee Business Corporation Act.

     (c) The said Plan of Merger was submitted to the sole stockholder of Principal-Nevada by its Board of Directors pursuant to the provisions of Chapter 92A, Nevada Revised Statutes.

     (d) The said Plan of Merger was approved by the unanimous written consent of the sole stockholder of Principal-Nevada pursuant to the provisions of Chapter 92A, Nevada Revised Statutes.

ARTICLE III
PLAN OF MERGER

     (a) On and as of the Effective Date, as defined below, Palestine shall be merged with and into Principal-Nevada, which shall be the Surviving Corporation, and the Surviving Corporation shall continue to be governed by the laws of the State of Nevada.

     (b) The Merger shall become effective on the 31st day of December 31, 2001 (the “Effective Date”).

     (c) The address of Palestine-Principal, Inc. is 105 Westwood Place, Suite 400, Brentwood, Tennessee 37027. The address of Principal Hospital Company of Nevada, Inc. is 105 Westwood Place, Suite 400, Brentwood, Tennessee 37027.

     (d) On and after the Effective Date:

     (i) The corporate existence of Palestine shall cease;

     (ii) The corporate existence of Principal-Nevada, as the Surviving Corporation, shall continue; and

     (iii) The Articles of Incorporation, Bylaws, directors, and officers of Principal-Nevada in effect immediately prior to the Effective Date shall be and become the Articles of Incorporation, Bylaws, directors and officers, respectively, of the Surviving Corporation.

     (e) Each issued share of the non-surviving corporation when the merger takes effect shall be converted into one (1) share of the Surviving Corporation. The issued shares of the Surviving Corporation shall not be converted or exchanged in any manner, but each said share which is issued when the merger takes effect shall continue to represent one issued share of the Surviving Corporation.

     (f) The merger of the non-surviving corporation with and into the Surviving Corporation shall be authorized in the manner prescribed by the laws of the State of Tennessee, and the Plan of Merger herein made and approved shall be submitted to the sole stockholder of the Surviving Corporation for its approval or

2

     IN WITNESS WHEREOF, the parties hereto have caused this Plan of Merger to be signed in their respective names and on their respective behalf, this the 1st day of September, 2001.

PRINCIPAL HOSPITAL COMPANY OF NEVADA INC.
By: Name:	/s/ Martin S. Rash Martin S. Rash
Title:	President
PALESTINE-PRINCIPAL, INC.
By: Name:	/s/ Martin S. Rash Martin S. Rash
Title:	President

3

PLAN OF MERGER
OF
PALESTINE-PRINCIPAL, INC.
WITH AND INTO
PRINCIPAL HOSPITAL COMPANY OF NEVADA, INC.

     PLAN OF MERGER adopted for Palestine-Principal, Inc., a business corporation organized under the laws of the State of Tennessee, by written consent action of its Board of Directors on September 1, 2001, and adopted for Principal Hospital Company of Nevada, Inc., a business corporation organized under the laws of the State of Nevada, by written consent of its Board of Directors on September 1, 2001. The names of the corporations planning to merge are Palestine-Principal, Inc., a business corporation organized under the laws of the State of Tennessee, and Principal Hospital Company of Nevada, Inc., a business corporation organized under the laws of the State of Nevada. The name of the surviving corporation into which Palestine-Principal, Inc. plans to merge is Principal Hospital Company of Nevada, Inc.

     1. The address of Palestine-Principal, Inc. is 105 Westwood Place, Suite 400, Brentwood, Tennessee 37027, its place of organization is the State of Tennessee, and its governing law is the Tennessee Business Corporation Act. The address of Principal Hospital Company of Nevada, Inc. is 105 Westwood Place, Suite 400, Brentwood, Tennessee 37027, its place of organization is the State of Nevada, and its governing law is the Nevada Revised Statutes.

     2. Palestine-Principal, Inc. and Principal Hospital Company of Nevada, Inc., shall, pursuant to the provisions of the laws of the State of Tennessee Business Corporation Act and the provisions of the State of Nevada Revised Statutes, be merged with and into a single corporation, to wit, Principal Hospital Company of Nevada, Inc., which shall be the Surviving Corporation when the merger becomes effective and which is sometimes hereinafter referred to as the “Surviving Corporation,” and which shall continue to exist as said Surviving Corporation under Principal Hospital Company of Nevada, Inc. pursuant to the provisions of the Nevada Revised Statutes. The separate existence of Palestine-Principal, Inc., which is sometimes hereinafter referred to as the “non-surviving corporation”, shall cease when the merger becomes effective in accordance with the laws of the jurisdiction of its organization.

     3. The Articles of Incorporation of the Surviving Corporation when the merger becomes effective shall be the Articles of Incorporation of said Surviving Corporation and said Articles of Incorporation shall continue in full force and effect until amended and changed in the manner prescribed by the provisions of the Nevada Revised Statutes.

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     4. The present bylaws of the Surviving Corporation Shall be the bylaws of said Surviving Corporation and will continue in full force and effect until changed, altered, or amended as therein provided and in the manner prescribed by the provisions of the Nevada Revised Statutes.

     5. The directors and officers in office of the Surviving Corporation when the merger becomes effective shall be the members of the first Board of Directors and the first officers of the Surviving Corporation all of whom shall hold their directorships and officers until the election and qualification of their respective successors or until their tenure is otherwise terminated in accordance with the bylaws of the Surviving Corporation.

     6. Each issued share of the non-surviving corporation when the merger takes effect shall be converted into one (1) share of the Surviving Corporation. The issued shares of the Surviving Corporation shall not be converted or exchanged in any manner, but each said share which is issued when the merger takes effect shall continue to represent one issued share of the surviving corporation.

     7. The merger of the non-surviving corporation with and into the Surviving Corporation shall be authorized in the manner prescribed by the laws of the State of Tennessee, and the Plan of Merger herein made and approved shall be submitted to the sole stockholder of the Surviving Corporation for its approval or rejection in the manner prescribed by the provisions of the Nevada Revised Statutes.

     8. In the event that the merger of the non-surviving corporation with and into the Surviving Corporation shall have been duly authorized in compliance with the laws of the jurisdiction of organization of the non-surviving corporation, and in the event that the Plan of Merger shall have been approved by the sole stockholder entitled to vote of the surviving corporation in the manner prescribed by the provisions of the Nevada Revised Statutes, the non-surviving corporation and the Surviving Corporation hereby stipulate that they will cause to be executed and filed and/or recorded any document or documents prescribed by the laws of the State of Tennessee and the State of Nevada, and that they will cause to be performed all necessary acts therein and elsewhere to effectuate the merger.

     9. The Board of Directors and the proper officers of the non-surviving corporation and of the Surviving Corporation, respectively, are hereby authorized, empowered, and directed to do any and all acts and things, and to make, execute, deliver, file, and/or record any and all instruments, papers, and documents which shall be or become necessary, proper, or convenient to carry out or put into effect any of the provisions of this Plan of Merger or of the merger herein provided for.

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rejection in the manner prescribed by the provisions of the Nevada Revised Statutes.

     (g) In the event that the merger of the non-surviving corporation with and into the Surviving Corporation shall have been duly authorized in compliance with the laws of the jurisdiction of organization of the non-surviving corporation, and in the event that the Plan of Merger shall have been approved by the sole stockholder entitled to vote of the Surviving Corporation in the manner prescribed by the provisions of the Nevada Revised Statutes, the non-surviving corporation and the Surviving Corporation hereby stipulate that they will cause to be executed and filed and/or recorded any document or documents prescribed by the laws of the State of Tennessee and the State of Nevada, and that they will cause to be performed all necessary acts therein and elsewhere to effectuate the merger.

     (h) The Board of Directors and the proper officers of the non-surviving corporation and of the Surviving Corporation, respectively, are hereby authorized, empowered, and directed to do any and all acts and things, and to make, execute, deliver, file, and/or record any and all instruments, papers, and documents which shall be or become necessary, proper, or convenient to carry out or put into effect any of the provisions of this Plan of Merger or of the merger herein provided for.

     IN WITNESS WHEREOF, the parties hereto have caused these Articles of Merger to be signed in their respective names and on their respective behalf, this the 1st day of September 2001.

PRINCIPAL HOSPITAL COMPANY OF NEVADA, INC.
By: Name: Title:	/s/ Martin S. Rash Martin S. Rash President
By: Name:	/s/ Howard Wall Howard Wall
Title:	Secretary
PALESTINE-PRINCIPAL, INC.
By: Name:	/s/ Martin S. Rash Martin S. Rash
Title:	President

3

EX-3.306

Exhibit 3.306

BYLAWS
OF
PRINCIPAL HOSPITAL COMPANY OF NEVADA, INC.

ARTICLE I
ANNUAL MEETING OF SHAREHOLDERS

     The annual meeting of shareholders for the election of directors and such other purposes as may be set forth in the notice of meeting shall be held at the time and place, within or without the State of Nevada, fixed by the Board of Directors.

ARTICLE II
SPECIAL MEETINGS OF SHAREHOLDERS

     Special meetings of the shareholders may be held at any place within or without the State of Nevada upon call of the Board of Directors, the Chairman of the Board of Directors, if any, the President, or the holders of ten percent of the issued and outstanding shares of capital stock entitled to vote.

ARTICLE III
TRANSFER OF CAPITAL STOCK

     The capital stock of the Corporation shall be transferred on the books of the Corporation by surrender of properly endorsed certificates therefor by the holders thereof or their duly authorized attorneys-in-fact.

ARTICLE IV
BOARD OF DIRECTORS

     The business of the Corporation shall be managed by the Board of Directors consisting of not less than two nor more than fifteen members, such number of directors within such range to be fixed from time to time by action of the Board of Directors. The range in size for the Board of Directors may be increased or decreased by the shareholders. Vacancies in the Board of Directors, whether resulting from an increase in the number of members of the Board of Directors, the removal of members of the Board of Directors with or without cause, or otherwise, may be filled by a vote of a majority of directors of the Board of Directors then in office. Directors may be removed with or without cause by the shareholders.

ARTICLE V
MEETING OF THE BOARD OF DIRECTORS

     Regular meetings of the Board of Directors, if any, may be held without notice of the date, time, place or purpose of the meeting. Special meetings of the Board of Directors may be held at any place within or outside of the State of Nevada upon the call of the Chairman of the Board of Directors, if any, the President or any two directors, which call shall set forth the date, time and place of the special meeting. Written, oral or any other mode of notice of the date, time and place of the meeting shall be given for special meetings in sufficient time, which need not exceed two days in advance, for the convenient assembly of the directors. One-third of the number of the directors then in office, but not less than two directors, shall constitute a quorum.

ARTICLE VI
OFFICERS

     The Board of Directors shall elect a President and Secretary, and such other officers as it may deem appropriate. The President, Secretary and any other officer so appointed by the Board of Directors are authorized to execute certificates representing shares of the Corporation’s capital stock. Persons may hold more than one office except that no person may serve as both President and Secretary. Officers shall have the authority and responsibilities given them by the Board of Directors, and each officer shall hold office until his successor is elected and qualified, unless a different term is specified by the Board of Directors.

ARTICLE VII
COMMITTEES

By resolution adopted by the majority of the Board of Directors then in office, the directors may designate from among their number one or more directors to constitute an Executive Committee and other committees, each of which, to the extent permitted by law, shall have the authority granted it by the Board of Directors.

ARTICLE VIII
AMENDMENTS

     The Bylaws of the Corporation may be amended or repealed, and additional Bylaws may be adopted, by the shareholders in accordance with the laws of the State of Nevada.

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EX-3.307

Exhibit 3.307

PAGE 1

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “PRINCIPAL KNOX, L.L.C.” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE EIGHTH DAY OF DECEMBER, A.D. 1998, AT 11:30 O’CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE THIRTEENTH DAY OF JULY, A.D. 2005, AT 1:03 O’CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “PRINCIPAL KNOX, L.L.C.”.

/s/ Jeffrey W. Bullock Jeffrey W. Bullock, Secretary of State

AUTHENTICATION: 8620216

DATE: 03-14-11

2975671 8100H
110292796

You may verify this certificate online
at corp.delaware.gov/authver,shtml

CERTIFICATE OF FORMATION
OF
PRINCIPAL KNOX, L.L.C.

The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the “Delaware Limited Liability Company Act”), hereby certifies that:

FIRST: The name of the limited liability company (hereinafter called the “limited liability company”) is Principal Knox, L.L.C.

     SECOND: The address of the registered office and the name and the address of the registered agent of the limited liability company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are National Registered Agents, Inc., 9 East Loockerman Street, Dover, Delaware 19901.

     THIRD: This Certificate of Formation shall be effective upon filing. Executed on December 4, 1998.

/s/ Christopher T. Hannon

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 11:30 AM 12/08/1998
981469674 — 2975671

PRINCIPAL KNOX COMPANY

     Principal Knox Company, a corporation organized under the laws of the State of Delaware, hereby consents to the organization of Principal Knox, L.L.C. in the State of Delaware and to the use of the name Principal Knox, L.L.C.

     IN WITNESS WHEREOF, the said Principal Knox Company has caused this consent to be executed by its Vice President and Secretary this 4th day of December, 1998.

PRINCIPAL KNOX COMPANY
By: Name:	/s/ Howard T. Wall Howard T. Wall
Title:	Vice President and Secretary

CERTIFICATE OF AMENDMENT

OF

PRINCIPAL KNOX, L.L.C.

     1. The name of the limited liability company is PRINCIPAL KNOX, L.L.C.

     2. The Certificate of Formation of the limited liability company is hereby amended as follows:

     Article Second should be removed in its entirety and replaced with the following:

     Second: The address of its registered office in the State of Delaware is: Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of PRINCIPAL KNOX, L.L.C. this 1st day of July, 2005.

PRINCIPAL KNOX, L.L.C.
By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp

DE084 - 2/12/2002 CT System Online

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:32 PM 07/13/2005

FILED 01:03 PM 07/13/2005
SRV 050579010 — 2975671 FILE

EX-3.308

Exhibit 3.308

SECOND AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
PRINCIPAL KNOX, L.L.C.

          This Second Amended and Restated Limited Liability Company Agreement of Principal Knox, L.L.C., effective as of April 14, 2005 (this “Agreement”), is entered into by Principal Knox, L.P., a Delaware limited partnership, as the sole member (the “Member”).

          WHEREAS, the Member entered into that certain Short Form Operating Agreement dated December 20, 1998 (the “Short Form Agreement”);

          WHEREAS, the Member deleted the Short Form Agreement in its entirety and amended the Short From Agreement by adopting that certain Amended and Restated Operating Agreement dated January I, 1999 (the “First Amended and Restated Agreement”); and

          WHEREAS, the Member desires to amend and restate the First Amended and Restated Agreement;

          NOW, THEREFORE, the First Amended and Restated Agreement shall be deleted in its entirely; and

          FURTHER, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby adopts this Second Amended and Restated Limited Liability Company Agreement and hereby agrees as follows:

          1. Name. The name of the limited liability company is Principal Knox, L.L.C. (the “Company”), or such other name as may be selected by the Member from time to time.

          2. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the Slate of Delaware is 9 East Loockerman Street, Dover, Delaware 19901.

          4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is National Registered Agents, Inc.

          5. Taxation. It is the intention of the Member that the Company be treated as a disregarded entity for federal and Delaware income tax purposes and shall not file separate tax returns, but shall file tax returns in combination with its sole Member. The Company so long as it has only one Member, shall be a disregarded entity and shall not be subject to tax separate from its Member. All of its income, gains, expenses and loss shall flow through and be recorded on the return of its Member. In the event the Company has more than one Member, it shall file federal income tax returns as a partnership.

          6. Authorized Units. The Company shall be authorized to issue 1,000 units of membership interest (“Units”) or such greater or lesser number as the board of representatives of the Company (the “Board”) may determine from time to time. Schedule A sets forth the number of Units owned by the Member(s).

          7. Member(s) and Capital Contribution. The name and the business address of the Member(s) and the amount of cash or other property contributed or to be contributed by the Member(s) to the capital of the Company is set forth in Schedule A attached hereto and shall be listed on the books and records of the Company. The representatives of the Company (the “Representatives”) shall cause the books and records, and the aforementioned Schedule, to be updated from time to time as necessary to accurately reflect the information therein.

          The Member(s) shall not be required to make any additional contributions of capital to the Company, although the Member(s) may from time to time agree to make additional capital contributions to the Company.

          A person who, in accordance with the terms of this Agreement, acquires a Member’s Units by transfer or assignment or to whom the Company issues Units shall be admitted to the Company as a member and shall become a “Member” for purposes of this Agreement.

          8. Board of Representatives. Except as otherwise expressly provided herein, the general management and determination of all questions and policies relating to the affairs and policies of the Company shall be decided by a majority vote of the Representatives. Except as otherwise provided for herein, the Board shall act on behalf of the Company for all purposes in connection with the business and affairs of the Company, and shall have all rights and powers required for or appropriate to its management of the Company’s business.

          9. Member Actions. Each of the following actions shall require the approval of a majority of the Percentage Interest of the Members entitled to vote:

     (a) sale or issuance of any Units;

     (b) sale, assignment, pledge, mortgage or other encumbering of any of the Company’s property except for sales of supplies and other current assets in the ordinary course of the Company’s business;

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     (c) borrowing money in the name of the Company other than incurring accounts payables, trade payables and other similar payables in the ordinary course of the Company’s business;

     (d) entering into a merger, consolidation or similar transaction;

     (e) entering into any partnership, joint venture or similar relationship;

     (f) amending this Agreement or the Certificate of Formation of the Company (the “Certificate”);

     (g) dissolving the Company;

     (h) taking any other action which this Agreement or the Act expressly provides for the approval of the Member(s); and

     (i) agreeing to or obligating the Company to do any of the foregoing.

          For purposes of this Agreement, “Percentage Interest” shall mean, as to a Member, the percentage obtained by dividing the total Units owned by such Member by the total number of Units owned by all Members.

          10. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the approval of the Member(s) in accordance with the terms of this Agreement or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          12. Distributions. Distributions shall be made to the Member(s) at the times determined by the Board.

          13. Admission of Member. No new potential member shall become a Member until (i) such potential member accepts, ratifies and agrees in writing to be bound by the terms and conditions of the Certificate and this Agreement and (ii) the Board unanimously approves such admission as a Member. The Board shall promptly cause Schedule A hereto to be amended to reflect the admission of the new Member upon the compliance of all the conditions of this Section 13.

          14. Meetings of the Members. Meetings of the Members may be held at any place upon call of a majority of the Members or the Representatives, which call shall set forth the date, time and place of meeting and, if required by law, the purpose of the meeting. Written, oral or any other mode of notice of the date, time and place of meeting shall be given for special meetings in sufficient time, which need not exceed two (2) days in advance, for the convenient assembly of the Members. The presence of Members holding a majority of the Percentage Interest entitled to vote on the specific

3

matter shall constitute a quorum and an action shall be taken by a majority vote of the Percentage Interest of those Members entitled to vote at a duly called meeting in which a quorum is present. In lieu of a meeting of the Members, an action may be taken by written consent. In order to take an action by written consent, a written waiver of a meeting must be executed by a quorum of the Members and the action must be approved in writing by Members holding a majority of the Percentage Interest entitled to vote on such matter or such greater number as would be necessary to take such action in a meeting of the Members at which a quorum is present. An action taken by consent shall be effective as an action taken at a meeting in which a quorum was present and may be referred to as being taken in a meeting of the Members.

          15. Meetings of the Board. Meetings of the Board may be held at any place upon call of a majority of the Members or any Representative, which call shall set forth the date, time and place of meeting and, if required by law, the purpose of the meeting. Written, oral or any other mode of notice of the date, time and place of meeting shall be given for special meetings in sufficient time, which need not exceed two (2) days in advance, for the convenient assembly of the Representatives. A majority of the number of Representatives of the Company shall constitute a quorum and the vote of a majority of the Representatives present at the time of the vote, if a quorum is present, shall be the act of the Board. In lieu of a meeting of the Board, an action may be taken by written consent. In order to take an action by written consent, a written waiver of a meeting must be executed by a quorum of the Representatives and the action must be approved in writing by a majority of the Representatives or such greater number as would be necessary to take such action in a meeting of the Board at which a quorum is present. An action taken by consent shall be effective as an action taken at a meeting in which a quorum was present and may be referred to as being taken in a meeting of the Board.

          16. Managers. The Board shall elect any managers of the Company (each a “Manager”) as it deems appropriate and such Managers shall not be compensated unless otherwise determined by the Board. Managers shall have the authority and responsibilities given them by the Board or in accordance with the Act and each Manager shall hold office until his successor is elected and qualified, unless a different term is specified by the Board.

          17. Liability of Members, Managers and Representatives. No Member, Manager or Representative shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          18. Indemnification.

     (a) The Company shall indemnify, and upon request shall advance expenses to, in the manner and to the full extent permitted by law, any Member, Representative and Manager (or the estate of any such person) who was or is a party to, or is threatened to be made a party to, any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal, by reason of the fact that such person is or was a Member, Representative or Manager of the Company, or is or

4

was serving at the request of the Company as a director, officer, partner, manager, representative, trustee or employee of another corporation, partnership, joint venture, trust or other enterprise (an “indemnitee”). The Company may, to the full extent permitted by law, purchase and maintain insurance on behalf of any such person against any liability which may be asserted against the individual arising from the individual’s status as an indemnitee. To the full extent permitted by law, the indemnification and advances provided for herein shall include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement. The indemnification provided herein shall not be deemed to limit the right of the Company to indemnify any other person for any such expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement to the full extent permitted by law, both as to action in his official capacity and as to action in another capacity while holding such office. Notwithstanding the foregoing, the Company shall not indemnify any such indemnitee (a) in any proceeding by the Company against such indemnitee; or (b) if a judgment or other final adjudication adverse to the indemnitee establishes his liability for (i) any breach of the duty of loyalty to the Company or its shareholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) unlawful distributions under Section 18-607 of the Act.

     (b) The rights to indemnification and advancement of expenses set, forth in Section 18(a) above are intended to be greater than those which are otherwise provided for in the Act, are contractual between the Company and the person being indemnified, his heirs, executors and administrators, and, with respect to Section 18(a), are mandatory, notwithstanding a person’s failure to meet the standard of conduct required for permissive indemnification under the Act, as amended from time to time. The rights to indemnification and advancement of expenses set forth in Section 18(a) above arc nonexclusive of other similar rights which may be granted by law, this Agreement, a resolution of the Board or the Members, or an agreement with the Company, which means of indemnification and advancement of expenses are hereby specifically authorized.

     (c) Any repeal or modification of the provisions of this Section 18, cither directly or by the adoption of an inconsistent provision of this Agreement, shall not adversely affect any right or protection set forth herein existing in favor of a particular individual at the time of such repeal or modification. In addition, if an amendment to the Act limits or restricts in any way the indemnification rights permitted by law as of the date hereof, such amendment shall apply only to the extent mandated by law and only to activities of persons subject to indemnification under this Section 18 which occur subsequent to the effective date of such amendment.

          19. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to the principles of conflicts of law. In particular, this Agreement shall be construed to the maximum extent possible to comply with all the terms and conditions of the Act.

5

          20. Certificate(s) of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

[Signature page follows]

6

          IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of the I4th day of April, 2005.

MEMBER: PRINCIPAL KNOX, L.P. By: PHC-Knox, Inc., its general partner
By:	/s/ Howard T. Wall, III
	Name:	Howard T. Wall, III
	Title:	Vice President and Secretary

Signature Page to LLC Agreement of Principal Knox, L..L.C.

7

EX-3.309

Exhibit 3.309

PAGE 1

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “PRINCIPAL KNOX, L.P. “AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF LIMITED PARTNERSHIP, FILED THE ELEVENTH DAY OF DECEMBER, A.D. 1998, AT 10 O’CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE THIRTEENTH DAY OF JULY, A.D. 2005, AT 1:04 O’CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED PARTNERSHIP, “PRINCIPAL KNOX, L.P.”.

/s/ Jeffrey W. Bullock Jeffrey W. Bullock, Secretary of State

AUTHENTICATION: 8620216

DATE: 03-14-11

2975671 8100H

110292796

You may verify this certificate online
at corp.delaware.gov/authver.shtml

CERTIFICATE OF LIMITED PARTNERSHIP

OF

PRINCIPAL KNOX, L.P.

     This Certificate of Limited Partnership of Principal Knox, L.P. (the “Limited Partnership”) is being executed by the undersigned for the purpose of forming a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act.

     1. The name of the limited partnership is Principal Knox, L.P.

     2. The address of the registered office of the limited partnership in Delaware is 9 East Loockerman Street, Dover, Delaware 19901. The limited partnership’s registered agent at that address is National Registered Agents, Inc.

     3. The name of the general partner is PHC-Knox, Inc., a Delaware corporation and its address is 105 Westwood Place, Suite 400, Brentwood, Tennessee 37027.

     4. IN WITNESS WHEREOF, the undersigned, as general partner of the Partnership, has caused this Certificate of Limited Partnership, which shall be effective upon filing, to be duly executed as of the 8^th day of December, 1998.

PHC-KNOX, INC., as General Partner
By:	/s/ Christopher T. Hannon
	Title: V. P.

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 11:30 AM 12/08/1998

981469674 — 2975671

PRINCIPAL KNOX COMPANY

     Principal Knox Company, a corporation organized under the laws of the State of Delaware, hereby consents to the organization of Principal Knox, L.P. in the State of Delaware and to the use of the name Principal Knox, L.P.

     IN WITNESS WHEREOF, the said Principal Knox Company has caused this consent to be executed by its Vice President and Secretary this 9th day of December, 1988.

PRINCIPAL KNOX COMPANY
By:	/s/ Christopher T. Hannon
	Name:	Christopher T. Hannon
	Title:	V. P.

PRINCIPAL KNOX, L.L.C.

     Principal Knox, L.L.C., a limited liability company organized under the laws of the State of Delaware, hereby consents to the organization of Principal Knox, L.P. in the State of Delaware and to the use of the name Principal Knox, L.P.

     IN WITNESS WHEREOF, the said Principal Knox, L.L.C. has caused this consent to be executed by its Vice President this 10th day of December, 1998.

PRINCIPAL KNOX, L.L.C.
By:	/s/ Howard T. Wall
	Name:	Howard T. Wall
	Title:	Vice President

CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF LIMITED PARTNERSHIP
OF
PRINCIPAL KNOX, L.P.

     The undersigned, desiring to amend the Certificate of Limited Partnership of PRINCIPAL KNOX, L.P. pursuant to the provisions of Section 17-202 of the Revised Uniform Limited Partnership Act of the State of Delaware, does hereby certify as follows:

     FIRST: The name of the Limited Partnership is PRINCIPAL KNOX, L.P.

     SECOND: Article 2 of the Certificate of Limited Partnership shall be amended as follows:

     The address of its registered office in the State of Delaware is : Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned executed this Amendment to the Certificate of Limited Partnership on this 1st day of July 2005.

PRINCIPAL KNOX, L.P. By: PHC-KNOX, INC., General Partner
By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Assistant Secretary

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:33 PM 07/13/2005

FILED 01:04 PM 07/13/2005

SRV 050579016 — 2977817 FILE

EX-3.310

Exhibit 3.310

AMENDMENT NO. 1 TO
LIMITED PARTNERSHIP AGREEMENT
OF
PRINCIPAL KNOX, L.P.

     Amendment No. 1 to Limited Partnership Agreement of Principal Knox, L.P., effective as of April _, 2005 (this “Amendment”).

     WHEREAS, PHC-Knox, Inc., as the General Partner (the “General Partner”), and Province Healthcare Company, as the Limited Partner (the “Limited Partner”) are parties to that certain Limited Partnership Agreement, dated as of January 1, 1999 (the “LP Agreement”): and

     WHEREAS, the General Partner and the Limited Partner now desire to amend certain provisions of the LP Agreement as more fully described herein.

     NOW, THEREFORE, the LP Agreement is hereby amended as follows:

     1. The LP Agreement shall be amended by adding new Section 16.16 thereto, which shall read as follows:

     “Certificates of Partnership Interests. All Partnership interests in the Partnership shall be represented by certificate(s) issued by the Partnership, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Delaware Uniform Commercial Code.”

     2. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware.

     3. Except as amended hereby, the LP Agreement shall remain in full force and effect.

     4. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document.

     IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first above written.

PHC-KNOX, INC., as General Partner
By:	/s/ William F. Carpenter III
Name:	William F. Carpenter III
Title:	Executive Vice President and Secretary
PROVINCE HEALTHCARE COMPANY, as Limited Partner
By:	/s/ William F. Carpenter III
Name:	William F. Carpenter III
Title:	Secretary

Signature Page to Amendment No. 1 to LP Agreement of Principal Knox, L.P.

THE LIMITED PARTNERSHIP INTERESTS CREATED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OF THE DELAWARE SECURITIES LAWS, AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH ACTS. EXCEPT AS SPECIFICALLY OTHERWISE PROVIDED IN THIS AGREEMENT, THE INTERESTS MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT REGISTRATION UNDER SUCH ACTS OR AN OPINION OF COUNSEL THAT SUCH TRANSFER MAY BE LEGALLY EFFECTED WITHOUT SUCH REGISTRATION. ADDITIONAL RESTRICTIONS ON TRANSFER AND SALE ARE SET FORTH IN THIS AGREEMENT.

AGREEMENT OF LIMITED PARTNERSHIP

OF
PRINCIPAL KNOX, L.P.

(a Delaware limited partnership)

TABLE OF CONTENTS

	Page
1. DEFINITIONS		1
2. FORMATION OF PARTNERSHIP		3
2.1 Formation		3
2.2 Name		3
2.3 Principal Office		3
2.4 Term		4
2.5 Registered Agent and Office		4
3. PURPOSES AND POWERS OF THE PARTNERSHIP; NATURE OF THE BUSINESS OF THE PARTNERSHIP		4
3.1 Purposes		4
3.2 Powers		4
4. CAPITAL CONTRIBUTIONS, LOANS, CAPITAL ACCOUNTS		5
4.1 Capital Contributions		5
4.2 Additional Capital Contributions		5
4.3 Capital Accounts		6
4.4 Additional Provisions Regarding Capital Accounts		7
4.5 Loans		9
5. ALLOCATIONS		9
5.1 Allocations of Income and Losses		9
6. DISTRIBUTIONS		9
6.1 Distribution of Excess Cash		9
7. BANK ACCOUNTS, BOOKS OF ACCOUNT, TAX COMPLIANCE AND FISCAL YEAR		9
7.1 Bank Accounts; Investments		9
7.2 Books and Records		10
7.3 Determination of Profit and Loss; Financial Statements		10
7.4 Tax Returns and Information		10
7.5 Tax Audits		10
7.6 Fiscal Year		11
8. MANAGEMENT OF THE PARTNERSHIP		11
8.1 General Partner		11
8.2 Appointment of Officers of the Partnership		11
8.3 Governing Board		11
8.4 Quality Assurance Program		11

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	Page
8.5 Legal Compliance Program		11
8.6 Advisory Boards		11
8.7 Indemnification of General Partner, Governors and Officers		12
9. RIGHTS AND STATUS OF LIMITED PARTNERS		12
9.1 General		12
9.2 Limitation of Liability		13
9.3 Bankruptcy; Death; etc		13
10. MEETINGS AND MEANS OF VOTING		13
10.1 Meetings of the Partners		13
10.2 Vote By Proxy		14
10.3 Conduct of Meeting		14
10.4 Action Without a Meeting		14
10.5 Closing of Transfer Record; Record Date		14
11. TRANSFER OF RIGHTS AND ADDITIONAL LIMITED PARTNERS		14
11.1 Transfer by General Partner		14
11.2 Transfers by Limited Partners		15
11.3 Substituted Limited Partner		16
11.4 Basis Adjustment		16
11.5 Admission of Additional Limited Partners		16
11.6 Transfer Procedures		16
11.7 Invalid Transfer		17
11.8 Distributions and Allocations in Respect of a Transferred Ownership Interest		17
11.9 Additional Requirements of Sales; Requirements for Repurchase		17
11.10 Amendment to Exhibit A		17
12. RIGHT TO LIQUIDATE OR PURCHASE PARTNERSHIP INTERESTS		18
12.1 General Partner’s Right of First Refusal		18
13. DISSOLUTION		18
13.1 Causes		18
13.2 Reconstitution		19
13.3 Interim General Partner		19
14. WINDING UP AND TERMINATION		20
14.1 General		20
14.2 Court Appointment of Liquidator		21
14.3 Liquidation		21
14.4 Creation of Reserves		22
14.5 Final Statement		22

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	Page
15. POWER OF ATTORNEY		22
15.1 General Partner as Attorney-in-Fact		22
15.2 Nature of Special Power		22
16. MISCELLANEOUS		23
16.1 Notices		23
16.2 Governing Law		23
16.3 Attorneys’ Fees		23
16.4 Successors and Assigns		23
16.5 Construction		23
16.6 Time		24
16.7 Waiver of Partition		24
16.8 Entire Agreement		24
16.9 Amendments		24
16.10 Severability		25
16.11 Gender and Number		25
16.12 Exhibits		25
16.13 Additional Documents		25
16.14 Section Headings		25
16.15 Counterparts		25

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AGREEMENT OF LIMITED PARTNERSHIP

OF

PRINCIPAL KNOX, L.P.

(a Delaware limited partnership)

     THIS AGREEMENT OF LIMITED PARTNERSHIP (“Agreement”) is entered into as of January 1, 1999, and shall be effective as of January 1, 1999, by and among PHC-Knox, Inc., a Nevada corporation, as general partner (“Knox” or the “General Partner”), and Province Healthcare Company, a Delaware corporation, as the limited partner (“PHC” or the “Limited Partner”). Knox and PHC are collectively referred to herein as “Partners” or individually as a “Partner.”

     WHEREAS, the parties hereto desire to form a limited partnership pursuant to the provisions of the Delaware Revised Uniform Limited Partnership Act (the “Act”) and other relevant laws of the State of Delaware, for the purposes and upon the terms, covenants and conditions hereinafter set forth.

     NOW, THEREFORE, in consideration of the mutual promises set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the Partners, intending to be legally bound, do hereby agree as follows:

1. DEFINITIONS

     As used herein the following terms have the following meanings:

     1.1 “Act” means the Delaware Revised Uniform Limited Partnership Act, as amended from time to time.

     1.2 “Additional Limited Partner” means a Person who is admitted into the Partnership as a Limited Partner pursuant to the terms of Section 11.5 hereof.

     1.3 “Affiliate” means, with respect to any Partner, (i) any Person that directly or indirectly controls, is controlled by, or is under common control with, a Partner, (ii) any entity of which a Partner owns ten percent (10%) or more of the outstanding voting securities, (iii) any entity of which a Partner is an officer, director, or general partner, or (iv) any child, grandchild (whether through marriage, adoption or otherwise), sibling (whether through adoption or otherwise), parent or spouse of a Partner. As used in this definition of “Affiliate,” the term “control” means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity whether through ownership of voting securities, by contract or otherwise.

     1.4 “Agreement” means this Agreement of Limited Partnership of Principal Knox, L.P., as amended from time to time pursuant to Section 16.9 hereof.

     1.5 “Approval of the Partners” or “Approved by the Partners” means the approval of those Limited Partners who, together with the General Partner, have collective ownership interests of at least sixty-seven percent (67%) of the aggregate Sharing Percentage of all Partners at the time the proposed Partnership action is being considered for approval.

     1.6 “Bankruptcy” means, as to any Partner, the Partner’s taking or acquiescing to the taking of any action seeking relief under, or advantage of, any applicable debtor relief, liquidation, receivership, conservatorship, bankruptcy, moratorium, rearrangement, insolvency, reorganization or similar law affecting the rights or remedies of creditors generally, as in effect from time to time. For the purpose of this definition, the term “acquiescing” shall include, without limitation, the failure to file, within thirty (30) days after its entry, a petition, answer or motion to vacate or to discharge any order, judgment or decree providing for any relief under any such law.

     1.7 “Knox” means PHC-Knox, Inc., an Oregon corporation.

     1.8 “Capital Account” shall have the meaning set forth in Section 4.3 below.

     1.9 “Code” means the Internal Revenue Code of 1986, as amended from time to time. All references herein to sections of the Code shall include any provision or corresponding provisions of succeeding law.

     1.10 “Facility” means collectively Starke Memorial Hospital with any other hospitals and related businesses and facilities subsequently acquired or leased by the Partnership or its subsidiaries, including Principal Knox, L.L.C., but excluding any hospital or related business or facility that is no longer owned or leased by the Partnership or its subsidiaries, including Principal Knox, L.L.C.

     1.11 “General Partner” means PHC-Knox, Inc.

     1.12 “Limited Partners” mean Province Healthcare Company, and any Substituted Limited Partner or Additional Limited Partner, but excluding any Person who ceases to be a limited partner of the Partnership pursuant to this Agreement. “Limited Partner” means any one of the Limited Partners.

     1.13 “Liquidator” means the Person who liquidates the Partnership under Article 14 hereof.

     1.14 “Partners” means the General Partner and the Limited Partners, collectively. “Partner” means any one of the Partners.

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     1.15 “Partnership” means the limited partnership formed under this Agreement.

     1.16 “Person” means any individual, partnership, corporation, limited liability company, trust or other entity.

     1.17 “PHC” means Province Healthcare Company, a Delaware corporation.

     1.18 “Sharing Percentage” means, as to a Partner, the percentage obtained by dividing the Units of such Partner by an amount equal to the total Units of all Partners. The Partners hereby agree that their Sharing Percentages shall constitute their interests in the Partnership profits for purposes of determining their respective shares of the Partnership’s “excess nonrecourse liabilities” (within the meaning of section 1.752-3(a)(3) of the Regulations).

     1.19 “Substituted Limited Partner” means any Person admitted to the Partnership pursuant to Section 11.3.

     1.20 “Treasury Regulations” or “Regulations” means the regulations promulgated by the United States Department of the Treasury pursuant to and in respect of provisions of the Code. All references herein to sections of the Treasury Regulations or the Regulations shall include any corresponding provision or provisions of succeeding, similar or substitute proposed, temporary or final regulations.

     1.21 “Units” means all or a certain percentage of the issued and outstanding ownership interests of the Partnership held by the Partners. “Unit” means any one of the Units.

2. FORMATION OF PARTNERSHIP

     2.1 Formation. Knox and PHC formed the Partnership pursuant to the Act, and caused the Certificate of Limited Partnership to be filed in the office of the Delaware Secretary of State on December 11, 1998, and have complied with all other legal requirements to form and operate the Partnership. Except as stated in this Agreement, the Act shall govern the rights and liabilities of the Partners.

     2.2 Name. The name of the Partnership is “Principal Knox, L.P.” and the business of the Partnership shall be conducted under that name or such other name or names as may be determined by the General Partner from time to time.

     2.3 Principal Office. The principal office of the Partnership shall be located at 105 Westwood Place, Suite 400, Brentwood, Tennessee 37027 or at such other place or places as the General Partner may from time to time determine.

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2.4 Term. The Partnership began on the date the Certificate of Limited Partnership was filed with the Delaware Secretary of State as provided in Section 2.1 hereof, and shall continue until the date on which the Partnership is dissolved pursuant to Article 13 and thereafter, to the extent provided for by applicable law, until wound up and terminated pursuant to Article 14 hereof.

     2.5 Registered Agent and Office. The registered agent of the Partnership shall be National Registered Agents, Inc., and the registered office of the Partnership shall be located at 9 East Loockerman Street, Dover, Delaware 19901. The registered office or the registered agent, or both, may be changed by the Managing General Partner, upon recommendation of the Manager, from time to time upon filing the statement required by the Act. The Partnership shall maintain at its registered office such records as may be specified by the Act.

3. PURPOSES AND POWERS OF THE PARTNERSHIP; NATURE OF THE BUSINESS OF THE PARTNERSHIP

     3.1 Purposes. The purpose of the Partnership is to hold a sole membership interest in Principal Knox, L.L.C., which shall, directly or indirectly through Affiliates: (i) provide health care services in the Knox, Indiana area; (ii) lease, manage and operate the Facilities and lease or own, manage and operate other health care related services and businesses; (iii) acquire (through asset acquisition, stock acquisition, lease or otherwise) and develop other property, both real and personal, in connection with providing health care related services, including without limitation, general acute care hospitals, specialty care hospitals, nursing homes, clinics, home health care agencies, health maintenance organizations, psychiatric facilities and other health care providers; (iv) enter into, from time to time, such financial arrangements as the General Partner may determine to be necessary, appropriate or advisable (including, without limitation, borrowing money and issuing evidences of indebtedness and securing the same by mortgage, deed of trust, security interest or other encumbrance upon one or more or all of the Partnership assets); (v) sell, assign, lease, exchange or otherwise dispose of, or refinance or additionally finance, one or more or all of the Partnership assets; (vi) raise additional capital by issuance of additional limited partnership interests in the Partnership as provided in Article 11; and (vii) generally engage in such other business and activities and do any and all other acts and things that the General Partner deems necessary, appropriate or advisable from time to time in furtherance of the purposes of the Partnership as set forth in this Section 3.1.

     3.2 Powers. Subject to the limitations contained in this Agreement and in the Act, the Partnership purposes may be accomplished by the General Partner taking any action permitted under this Agreement that is customary or reasonably related to, and not inconsistent with, accomplishing such purposes.

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4. CAPITAL CONTRIBUTIONS, LOANS, CAPITAL ACCOUNTS

     4.1 Capital Contributions. Knox shall contribute $1,000 cash and a promissory note in the amount of $18,073 to the capital of the Partnership upon the formation of the Partnership in consideration for a 1% general partner interest in the Partnership. PHC shall contribute its sole membership interest in Principal Knox, L.L.C., a Delaware limited liability company, to the capital of the Partnership upon the formation of the Partnership in consideration for a 99% limited partner interest in the Partnership.

     4.2 Additional Capital Contributions. If Additional Capital Contributions (herein so called) are required for any expenditure of the Partnership, the General Partner shall have the right to request the Partners to make Additional Capital Contributions (pro rata in accordance with each Partner’s Sharing Percentage) to the Partnership in excess of their initial Capital Contributions. If the Managing General Partner makes such a request, no Partner shall be required to make such Additional Capital Contribution, provided that if any Partner elects not to make the Additional Capital Contribution (a “Noncontributing Partner”), the other Partners (the “Contributing Partners”) shall have the right to contribute to the Partnership the amount of cash that the Noncontributing Partner or Partners failed to contribute. The Partners shall have thirty (30) days from the General Partner’s request in which to elect to make or not make such Additional Capital Contributions. Effective as of the end of such thirty (30) day period, the Partners’ Sharing Percentages shall be adjusted, as follows: Each Partner’s Sharing Percentage thereafter shall be equal to a fraction (converted to a percentage), the numerator of which is equal to such Partner’s “Base Amount” and the denominator of which is equal to the sum of the Base Amounts of all the Partners. For purposes hereof, each Partner’s Base Amount shall be equal to the sum of (1) the amount of cash contributed to the Partnership by such Partner in respect of the current call for capital (including amounts contributed on behalf of any Noncontributing Partner or Partners), plus (2) the product of (x) the Partner’s Sharing Percentage (as in effect immediately before the capital call in question) multiplied by (y) the “Value of the Partnership” of the date of such capital call. For purposes of this Section 4.2, the “Value of the Partnership” shall mean the product of the Partnership’s “EBITDAR” (hereinafter defined) for the most recently completed fiscal year multiplied by five (5), less any Partnership long term debt (including any capitalized leases and the current portion of long term debt), all as determined in accordance with generally accepted accounting principles using the accrual method of accounting applied on a basis consistent with the preceding period (using the Partnership’s current accounting policies). Any questions with respect to accounting procedures or valuation not controlled by this Agreement shall be resolved by the independent accountants employed by the General Partner on behalf of the Partnership. “EBITDAR” shall mean the earnings for the Partnership before deductions for interest, taxes, depreciation, amortization and rental payments, but shall exclude nonrecurring and extraordinary items. The number of

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Units held by each Partner shall be adjusted automatically to reflect any change in the Partners’ Sharing Percentages under this section.

     4.3 Capital Accounts. A Capital Account (herein so called) shall be established and maintained for each Partner for the full term of this Agreement in accordance with the capital accounting rules of section 1.704-l(b)(2)(iv) of the Regulations. Each Partner shall have only one Capital Account, regardless of the number or classes of Units or other interests in the Partnership owned by such Partner and regardless of the time or manner in which such Units or other interests were acquired by such Partner. Pursuant to the basic capital accounting rules of section 1.704-l(b)(2)(iv) of the Regulations, the balance of each Partner’s Capital Account shall be:

     (a) Increased by the amount of money contributed by such Partner(or such Partner’s predecessor in interest) to the capital of the Partnership pursuant to this Article 4 and decreased by the amount of money distributed to such Partner (or such Partner’s predecessor in interest) pursuant to Article 6 hereof;

     (b) Increased by the fair market value of each property (determined without regard to section 770 1(g) of the Code) contributed by such Partner (or such Partner’s predecessor in interest) to the capital of the Partnership pursuant to this Article 4 (net of all liabilities secured by such property that the Partnership is considered to assume or take subject to under section 752 of the Code) and decreased by the fair market value of each property (determined without regard to section 770 1(g) of the Code) distributed to such Partner (or such Partner’s predecessor in interest) by the Partnership pursuant to Article 6 (net of all liabilities secured by such property that such Partner is considered to assume or take subject to under section 752 of the Code);

     (c) Increased by the amount of each item of Partnership profit allocated to such Partner (or such Partner’s predecessor in interest) pursuant to Section 3.1 on Exhibit B hereto;

     (d) Decreased by the amount of each item of Partnership loss allocated to such Partner (or such Partner’s predecessor in interest) pursuant to Section 3.1 on Exhibit B hereto; and

     (e) Otherwise adjusted as follows:

     (i) Effective immediately prior to any “Revaluation Event” (as defined in Exhibit B hereto), the balances of all Partners’ Capital Accounts shall be adjusted to reflect the manner in which items of profit or loss, as computed for book purposes, equal to the “Unrealized Book Gain Or Loss” (as defined in Exhibit B hereto) then existing with

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respect to each Partnership property (to the extent not previously reflected in the Partners’ Capital Accounts) would be allocated among the Partners pursuant to Section 3.1 of Exhibit B hereto if there were a taxable disposition of such property immediately prior to such Revaluation Event for its fair market value (as determined by the Manager taking section 7701(g) of the Code into account);

     (ii) With respect to items of Partnership profit and loss, the balances of all the Partners’ Capital Accounts shall be adjusted solely for allocations of such items, as computed for book purposes, under Section 3.1 of Exhibit B hereto and shall not be adjusted for allocations of correlative Tax Items under Section 3.2 of Exhibit B hereto;

     (iii) Immediately before giving effect under Section 4.3(b) hereof to any adjustment attributable to the distribution of property to a Partner, the balances of all the Partners’ Capital Accounts first shall be adjusted to reflect the manner in which items of profit or loss, as computed for book purposes, equal to the Unrealized Book Gain Or Loss existing with respect to the distributed property (to the extent not previously reflected in the Partners’ Capital Accounts) would be allocated among the Partners pursuant to Section 3.1 of Exhibit B hereto if there were a taxable disposition of such property, on the date of such distribution, by the Partnership for its fair market value at the time of such distribution (as agreed to in writing by the Partners taking section 770 1(g) of the Code into account (i.e., such value shall not be agreed to be less than the amount of Nonrecourse Liabilities to which such property is subject)); and

     (iv) Upon the transfer of all or part of any Unit or other interest in the Partnership, the Capital Account of the transferor Partner, to the extent attributable to the transferred interest, shall carry over to the transferee Partner.

     4.4 Additional Provisions Regarding Capital Accounts.

     (a) If a Partner pays any Partnership indebtedness, such payment shall be treated as a cash contribution by that Partner to the capital of the Partnership, and the Capital Account of such Partner shall be increased by the amount so paid by such Partner.

     (b) Except as otherwise provided herein, no Partner may contribute capital to, or withdraw capital from, the Partnership. To the extent any monies which any Partner is entitled to receive pursuant to the Agreement would constitute a return of capital, each of the Partners consents to the withdrawal of such capital.

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     (c) A loan by a Partner to the Partnership shall not be considered a contribution of money to the capital of the Partnership, and the balance of such Partner’s Capital Account shall not be increased by the amount so loaned. No repayment of principal or interest on any such loan, reimbursement made to a Partner with respect to advances or other payments made by such Partner on behalf of the Partnership or payments of fees to a Partner which are made by the Partnership shall be considered a return of capital or in any manner affect the balance of such Partner’s Capital Account. No Partner shall make a loan to the Partnership unless such loan is authorized pursuant to the provisions of this Agreement.

     (d) No Partner with a deficit balance in its Capital Account shall have any obligation to the Partnership or any other Partner to restore said deficit balance. In addition, no venturer or partner in any Partner shall have any liability to the Partnership or any other Partner for any deficit balance in such venturer’s or partner’s capital account in the Partner in which it is a partner or venturer. Furthermore, a deficit Capital Account balance of a Partner (or a capital account of a partner or venturer in a Partner) shall not be deemed to be a liability of such Partner (or of such venturer or partner in such Partner) or a Partnership asset or property. The provisions of this Section 4.4(d) shall not affect any Partner’s obligation to make capital contributions to the Partnership that are required to be made by such Partner pursuant to this Agreement.

     (e) Except as otherwise provided herein, no interest shall be paid on any capital contributed to the Partnership or the balance in any Partner’s Capital Account.

     (f) All of the provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with section 1.704-1(b) of the Regulations, and shall be interpreted and applied in a manner consistent with such Regulations. If the Managing General Partner, upon the recommendation of the Manager, determines that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto (including, without limitation, debits or credits relating to liabilities that are secured by contributed or distributed property or that are assumed by the Partnership or any of the Partners) are computed in order to comply with the Regulations, the Managing General Partner may make such modifications, provided that such modifications are not likely to have a material effect on the amounts distributable to any Partner from the Partnership. The Managing General Partner, upon recommendation of the Manager, shall also make appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with section 1.704-1(b) of the Regulations.

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     4.5 Loans. Any Partner may lend money to the Partnership. If any Partner makes any loan or loans to the Partnership, the amount of any such loan shall not be treated as a contribution to the capital of the Partnership but shall be a debt due from the Partnership. Any Partner’s loan to the Partnership shall be repayable out of the Partnership’s cash and shall bear interest at prevailing market rates. None of the Partners nor any of their Affiliates shall be obligated to loan money to the Partnership.

5. ALLOCATIONS

     5.1 Allocations of Income and Losses. All items of income or loss of the Partnership shall be allocated to the Partners in accordance with the provisions of Exhibit B attached hereto, which is hereby incorporated by reference for all purposes of this Agreement.

6. DISTRIBUTIONS

     6.1 Distribution of Excess Cash. Except as may be otherwise provided in Section 14.3, or as may otherwise be prohibited or required by applicable law, the Manager may determine in its reasonable judgment to what extent (if any) the Partnership’s cash on hand exceeds its current and anticipated needs, including, without limitation, for operating expenses, debt service, authorized acquisitions, capital expenditures, and a reasonable contingency reserve as determined by the General Partner. If such an excess exists, the General Partner may cause the Partnership to distribute such excess to the Partners pro rata in accordance with their respective Sharing Percentages on a quarterly basis. Notwithstanding the foregoing, the General Partner may distribute to the Partners an amount sufficient to cover federal, state and local income and other taxes payable by them as a result of their participation in the Partnership relating to Partnership’s activities, and shall distribute to the other Partners a prorata amount in proportion to their respective Sharing Percentages.

7. BANK ACCOUNTS, BOOKS OF ACCOUNT, TAX COMPLIANCE AND FISCAL YEAR

     7.1 Bank Accounts; Investments. The General Partner shall (i) establish one or more bank accounts into which Partnership funds may be deposited or (ii) deposit funds in a central account established in the name of PHC or an Affiliate, provided that detailed separate entries are made on the books and records of the Partner and on the books and records of PHC or such Affiliate of PHC with respect to amounts received from the Partnership and deposited in such central account for the account of the Partnership and provided further that withdrawals from such central account shall be made only for the purpose of disbursing funds to the Partnership, paying Partnership costs, expenses, or liabilities, or making distributions to the Partners under this Agreement. The funds of the Partnership deposited in such central account may be invested in such securities and

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     investments as the General Partner, PHC or any Affiliate of PHC may select until such funds are withdrawn for Partnership purposes in accordance with this Section 7.1.

     7.2 Books and Records. The General Partner shall keep books of account and records relative to the Partnership’s business. The books shall be prepared in accordance with generally accepted accounting principles using the accrual method of accounting. The accrual method of accounting also shall be used by the Partnership for income tax purposes. The Partnership’s books and records shall at all times be maintained at the principal business office of the Partnership or its accountants (and to the extent required by the Act, at the registered office of the Partnership) and shall be available for inspection by the Limited Partners or their duly authorized representatives during reasonable business hours. The books and records shall be preserved for four years after the term of the Partnership ends.

     7.3 Determination of Profit and Loss; Financial Statements. All items of Partnership income, expense, gain, loss, deduction and credit shall be determined with respect to, and allocated in accordance with, this Agreement for each Partner for each Partnership fiscal year. Within one hundred twenty (120) days after the end of each Partnership fiscal year, the General Partner shall cause to be prepared, at Partnership expense, financial statements of the Partnership for the preceding fiscal year, including, without limitation, a balance sheet, profit and loss statement, statement of cash flows and statement of the balances in the Partners’ Capital Accounts, prepared in accordance with the terms of this Agreement and generally accepted accounting principles consistently applied with prior periods. These financial statements shall be available for inspection and copying during ordinary business hours at the reasonable request of any Partner.

     7.4 Tax Returns and Information. The Partners intend for the Partnership to be treated as a partnership for tax purposes. The General Partner shall prepare or cause to be prepared all federal, state and local income and other tax returns which the Partnership is required to file and shall furnish such returns to the Limited Partners, together with a copy of each Limited Partner’s Form K-l and any other information which any Limited Partner may reasonably request relating to such returns, within the time required by law (including any applicable extension periods available under the Code).

     7.5 Tax Audits. The General Partner shall be the tax matters partner of the Partnership under Section 6231(a)(7) of the Code. The General Partner shall inform the Limited Partners of all matters which may come to its attention in its capacity as tax matters partner by giving the Limited Partners notice thereof within thirty (30) days after becoming so informed. The General Partner shall not take any action contemplated by Sections 6222 through 6231 of the Code unless the General Partner has first given the Limited Partners notice of the contemplated action and received the Approval of the Partners to the contemplated action. This

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provision is not intended to authorize the General Partner to take any action which is left to the determination of an individual Partner under Sections 6222 through 6231 of the Code.

     7.6 Fiscal Year. The Partnership fiscal year shall be the calendar year.

8. MANAGEMENT OF THE PARTNERSHIP

     8.1 General Partner. The General Partner shall manage the day-to-day operations of the Partnership and have the duty and right to act on behalf of the Partnership pursuant to the terms of this Agreement.

     8.2 Appointment of Officers of the Partnership. The General Partner shall appoint such officers of the Partnership as it shall deem appropriate.

     8.3 Governing Board. The General Partner shall establish a Governing Board for the Facility. The General Partner shall determine the rules with respect to the appointment of Governing Board members, vacancies, call and notice requirements for meetings, quorum and voting procedures, minutes, reporting and other similar matters. The Governing Board shall have such authority as may be required by the accreditation standards of the Joint Commission on Accreditation of Healthcare Organizations or any successor organization exercising or performing similar functions (“JCAHO”) and those required by law.

     8.4 Quality Assurance Program. The Governing Board shall have the authority and responsibility to develop programs to assure the quality of patient care rendered at the Facility. In furtherance thereof, the Governing Board shall endeavor to develop and adopt, standardized (a) criteria, policies and procedures regarding appointment, reappointment, alteration of staff status, granting of clinical privileges, disciplinary action, matters relating to professional competency, and such other matters referred to the Medical Staff of the Facility by the Governing Board, (b) quality assurance, utilization review and professional peer review criteria, evaluations, policies and procedures and (c) Medical Staff bylaws.

     8.5 Legal Compliance Program. The Governing Board shall institute, and the General Partner shall carry out and report to the Governing Board with respect to, a legal compliance program to ensure the Partnership’s compliance with all statutes, laws, ordinances and government rules and regulations to which it is subject, including, without limitation, the Medicare and Medicaid Anti-Fraud and Abuse or Anti-Kickback Amendments to the Social Security Act (currently codified in Section 1128B(b) of the Social Security Act), the federal “anti-dumping” law, the so-called “Stark” legislation and any Indiana laws corresponding in substance to the foregoing federal laws.

     8.6 Advisory Boards. The General Partner may establish one or more advisory boards, which may be comprised of residents of the communities within

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the service area of the Facility. The General Partner shall determine the rules with respect to the appointment of members to such advisory boards, vacancies, call and notice requirements for meetings, quorum and voting procedures, minutes, reporting and other similar matters. The scope of the activities of each such advisory board shall be determined by the General Partner in its sole discretion.

     8.7 Indemnification of General Partner, Governors and Officers. Article 11 of the Act (“Article 11”) permits the Partnership to indemnify certain Persons who were, are or are threatened to be made a named defendant or respondent in a proceeding because such Persons are or were a general partner, limited partner, employee or agent of the Partnership. Certain of the indemnity provisions of Article 11 are discretionary and others are mandatory. THE PARTNERSHIP DOES HEREBY ELECT TO INDEMNIFY, AND DOES HEREBY AGREE TO INDEMNIFY, EACH PRESENT AND FUTURE GENERAL PARTNER, EACH PRESENT AND FUTURE LIMITED PARTNER, EACH PRESENT AND FUTURE MEMBER OF THE BOARD OF GOVERNORS OF THE PARTNERSHIP AND EACH PRESENT AND FUTURE OFFICER OF THE PARTNERSHIP TO THE FULLEST EXTENT PERMITTED OR REQUIRED BY UNDER ARTICLE 11 IN ACCORDANCE WITH THE PROVISIONS OF ARTICLE 11. The Partnership’s indemnity obligation hereunder may be specifically enforced by any Person covered thereby by resort to any court of competent jurisdiction. Further, the Partnership shall pay or reimburse the reasonable expenses of any Person covered by the Partnership’s indemnity hereunder in advance of the final disposition of any proceeding to the fullest extent permitted under Article 11 and subject to the conditions thereof. IF THE ACT OR ANY OTHER APPLICABLE DELAWARE STATUTE IS HEREAFTER AMENDED TO AUTHORIZE A DELAWARE LIMITED PARTNERSHIP TO FURTHER INDEMNIFY THE PERSONS COVERED BY THIS INDEMNITY, THE PARTNERSHIP SHALL, IN ADDITION TO THE INDEMNITY PROVIDED HEREIN, INDEMNIFY SUCH PERSONS TO THE FULLEST EXTENT PERMITTED OR REQUIRED UNDER SUCH AMENDED ACT OR OTHER STATUTE. Any repeal or modification of this Section or Article 11 which has the effect of limiting the indemnify hereunder shall be prospective only, and shall not adversely affect any indemnity obligation existing hereunder at the time of any such repeal or modification.

9. RIGHTS AND STATUS OF LIMITED PARTNERS

     9.1 General. The Limited Partners have the rights and the status of limited partners under the Act. Except to the extent expressly otherwise provided in this Agreement, the Limited Partners shall not take part in the management or control of the Partnership business, or sign for or bind the Partnership, such powers being vested exclusively in the General Partner and the officers of the Partnership in accordance with the terms of this Agreement.

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     9.2 Limitation of Liability. No Limited Partner shall have any personal liability whatever, solely by reason of its status as a Limited Partner of the Partnership, whether to the Partnership, the General Partner or any creditor of the Partnership, for the debts of the Partnership or any of its losses beyond the amount of the Limited Partner’s obligation to contribute its Capital Contribution to the Partnership.

     9.3 Bankruptcy; Death; etc. Neither the Bankruptcy, death, disability nor declaration of incompetence or incapacity of a Limited Partner shall dissolve the Partnership, but the rights of a Limited Partner to share in the Profits and Losses of the Partnership and to receive distributions of Partnership funds shall, on the happening of such an event, devolve upon the Limited Partner’s estate, legal representative or successor in interest, as the case may be, subject to this Agreement, and the Partnership shall continue as a limited partnership under the Act. The Limited Partner’s estate, representative or successor in interest shall be entitled to receive distributions and allocations with respect to such Limited Partner’s interest in the Partnership and shall be liable for all of the obligations of the Limited Partner. Furthermore, the Limited Partner’s estate, representative or successor in interest shall have no right to any information or accounting of the affairs of the Partnership, shall not be entitled to inspect the books or records of the Partnership, and shall not be entitled to any of the rights of a general partner or limited partner under the Act or this Agreement unless such estate, representative or successor in interest is admitted to the Partnership as a Substituted Limited Partner in accordance with Section 11.3.

10. MEETINGS AND MEANS OF VOTING

     10.1 Meetings of the Partners. Meetings of the Partners may be called by the General Partner and shall be promptly called upon the written request of any one or more Limited Partners who own in the aggregate twenty percent (20%) or more of the aggregate Sharing Percentage in the Partnership. The notice of a meeting shall state the nature of the business to be transacted at such meeting, and actions taken at any such meeting shall be limited to those matters specified in the notice of the meeting. Notice of any meeting shall be given to all Partners not less than five (5) and not more than thirty (30) days prior to the date of the meeting. Partners may vote in person or by proxy at such meeting.

     Except as otherwise expressly provided in this Agreement or required by the express provisions of the Act (without regard to future amendment), the requisite vote of the Partners shall be the Approval of the Partners which shall control all decisions for which the vote of the Partners is required hereunder. Each Partner’s voting rights shall be the same as that Partner’s Sharing Percentage at the time of the vote. The presence of any Partner at a meeting shall constitute a waiver of notice of the meeting with respect to such Partner. The Partners may, at their election, participate in any regular or special meeting by means of conference

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telephone or similar communications equipment means of which all Persons participating in the meeting can hear each other. A Partner’s participation in a meeting pursuant to the preceding sentence shall constitute presence in person at such meeting for all purposes of this Agreement.

     10.2 Vote By Proxy. Each Limited Partner may authorize any Person to act on the Partner’s behalf by proxy on all matters in which a Limited Partner is entitled to participate, whether by waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Limited Partner authorizing such proxy or such Limited Partner’s attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months after the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Limited Partner executing it.

     10.3 Conduct of Meeting. Each meeting of Partners shall be conducted by the CEO or other individual designated by the General Partner. The meeting shall be conducted pursuant to such rules as may be adopted by the General Partner, or in the absence thereof, by the CEO or other individual designated by the General Partner for the conduct of the meeting.

     10.4 Action Without a Meeting. Notwithstanding anything to the contrary in this Agreement, any action that may be taken at a meeting of the Partners may be taken without a meeting if a consent in writing setting forth the action so taken is Approved by the Partners, which consent may be executed in multiple counterparts. In the event any action is taken pursuant to this Section 10.4, it shall not be necessary to comply with any notice or timing requirements set forth in Sections 10.1 or 10.2. Prompt written notice of the taking of action without a meeting shall be given to the Partners who have not consented in writing to such action.

     10.5 Closing of Transfer Record; Record Date. For the purpose of determining the Partners entitled to notice of or to vote at any meeting of Partners, any reconvening thereof, or to act by consent, the General Partner may provide that the transfer record shall be closed for at least ten (10) days immediately preceding such meeting (or such shorter time as may be reasonable in light of the period of the notice) or the first solicitation of consents in writing. If the transfer record is not closed and if no record date is fixed for determining the Partners entitled to notice of or to vote at a meeting of Partners or by consent, the date on which the notice of the meeting is mailed or the first written consent is received by the General Partner shall be the record date for such determination.

11. TRANSFER OF RIGHTS AND ADDITIONAL LIMITED PARTNERS

     11.1 Transfer by General Partner. The General Partner may withdraw from the Partnership or transfer, convey, sell or assign all or any part of its interest in the Partnership to any Person without the consent of the Limited Partners.

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     11.2 Transfers by Limited Partners. Except as otherwise set forth in this Article 11, a Limited Partner may not sell, assign, transfer, pledge or hypothecate all or any part of its interest in the Partnership without the prior consent of the General Partner. The General Partner in its sole discretion may withhold its consent to any transfer for which such consent is required with or without reasonable cause. If a Limited Partner receives the prior consent of the General Partner, it may sell its interest in the Partnership if the following conditions are satisfied:

     (a) The sale, transfer or assignment is with respect to one (1) or more Units;

     (b) The sale, transfer or assignment, when aggregated with any prior sales, transfers or assignments of Partnership interests, does not result in a sale or exchange within a twelve (12) month period of fifty percent (50%) or more of the total interests in the Partnership’s capital and profits within the meaning of Code Section 708(b);

     (c) The Limited Partner and its transferee execute, acknowledge and deliver to the General Partner such instruments of transfer and assignment with respect to such transaction as are in form and substance satisfactory to the General Partner;

     (d) Unless waived in writing by the General Partner, the Limited Partner delivers to the General Partner an opinion of counsel satisfactory to the General Partner, covering such securities and tax laws and other aspects of the proposed transfer as the General Partner may reasonably request;

     (e) The Limited Partner has furnished to the transferee a written statement showing the name and taxpayer identification number of the Partnership in such form and together with such other information as may be required under Section 6050K of the Code and the Regulations thereunder; and

     (f) The Limited Partner pays the Partnership a transfer fee that is sufficient to pay all reasonable expenses of the Partnership (which shall include any and all expenses of the General Partner and/or the Partnership) in connection with such transaction.

Any Limited Partner who thereafter sells, assigns or otherwise transfers all or any portion of his interest in the Partnership shall promptly notify the General Partner of such transfer and shall furnish to the General Partner the name and address of the transferee and such other information as may be required under Section 6050K of the Code and the Regulations thereunder.

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     11.3 Substituted Limited Partner. No Person taking or acquiring, by whatever means the interest of any Limited Partner in the Partnership, except as provided in Section 11.2 hereof, shall be admitted as a Substituted Limited Partner without the consent of the General Partner (which consent may be unreasonably withheld) and unless such Person:

     (a) Elects to become a Substituted Limited Partner by delivering notice of such election to the Partnership;

     (b) Executes, acknowledges and delivers to the Partnership such other instruments as the General Partner may deem necessary or advisable to effect the admission of such Person as a Substituted Limited Partner, including, without limitation, the written acceptance and adoption by such Person of the provisions of this Agreement; and

     (c) Pays a transfer fee to the Partnership in an amount sufficient to cover all reasonable expenses connected with the admission of such Person as a Substituted Limited Partner.

     11.4 Basis Adjustment. Upon the transfer of all or part of an interest in the Partnership, at the request of the transferee of the interest the General Partner may, in its sole discretion, cause the Partnership to elect, pursuant to Section 754 of the Code or the corresponding provisions of subsequent law, to adjust the basis of the Partnership properties as provided by Sections 734 and 743 of the Code.

     11.5 Admission of Additional Limited Partners. The General Partner may issue limited partnership interests in the Partnership to raise capital for the Partnership or for such other purposes as may be determined appropriate to the General Partner, and may admit the purchasers of such limited partnership interests to the Partnership as Additional Limited Partners, which issuance shall comply with applicable securities laws. The General Partner will not permit any Person to become an Additional Limited Partner unless such Person certifies in writing to the General Partner that the Person agrees to be bound by the terms of this Agreement. The General Partner shall do all things necessary to comply with the Act and is authorized to do all things it deems to be necessary or advisable in connection with the Partnership for admitting any Additional Limited Partner, including, but not limited to, complying with any statute, rule, regulation or guideline issued by any federal, state or other governmental agency.

     11.6 Transfer Procedures. The General Partner shall establish a transfer procedure consistent with this Article 11 to ensure that all conditions precedent to the admission of a Substituted Limited Partner or Additional Limited Partner have been complied with, and the General Partner shall execute a certificate that such covenant has been complied with and shall, upon the written request of any Limited Partner, deliver to such Limited Partner a copy thereof.

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     11.7 Invalid Transfer. No transfer of an interest in the Partnership that is in violation of this Article 11 shall be valid or effective, and the Partnership shall not recognize any improper transfer for the purposes of making allocations, payments of profits, return of capital contributions or other distributions with respect to such Partnership interest, or part thereof. The Partnership may enforce the provisions of this Article 11 either directly or indirectly or through its agents by entering an appropriate stop transfer order on its books or otherwise refusing to register or transfer or permit the registration or transfer on its books of any proposed transfers not in accordance with this Article 11.

     11.8 Distributions and Allocations in Respect of a Transferred Ownership Interest. If any Partner sells, assigns or transfers any part of his interest in the Partnership during any accounting period in compliance with the provisions of this Article 11, Partnership income, gain, deductions and losses attributable to such interest for the respective period shall be divided and allocated between the transferor and the transferee by taking into account their varying interests during the applicable accounting period using any permissible method under Code Section 706(d), and the Regulations thereunder as determined by the General Partner. All Partnership distributions on or before the effective date of such transfer shall be made to the transferor, and all such Partnership distributions thereafter shall be made to the transferee. Solely for purposes of making Partnership tax allocations and distributions, the Partnership shall recognize a transfer on the day following the day of transfer. Neither the Partnership nor the General Partner shall incur any liability for making Partnership allocations and distributions in accordance with the provisions of this Section 11.8, whether or not the General Partner or the Partnership has knowledge of any transfer of any interest in the Partnership or part thereof where the transferee is not admitted as a Substituted Limited Partner.

     11.9 Additional Requirements of Sales; Requirements for Repurchase. The General Partner shall not admit any Person as a Limited Partner: if such admission would have the effect of causing the Partnership to be re-classified for federal income tax purposes as an association (taxable as a corporation under the Code); which would violate any Medicare or other health care law, rule or regulation; or which would violate applicable exemptions from securities registration and securities disclosure provisions under federal and state securities laws.

     11.10 Amendment to Exhibit A. The General Partner shall amend Exhibit A attached to this Agreement from time to time to reflect the admission of any additional or successor General Partner, Substituted Limited Partners or Additional Limited Partners, or the termination of any Partner’s interest in the Partnership.

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12. RIGHT TO LIQUIDATE OR PURCHASE PARTNERSHIP INTERESTS

     12.1 General Partner’s Right of First Refusal. Subject to the restrictions on transfer set forth in Article 11, if any Limited Partner receives or obtains an offer from a third-party to acquire in any manner all or any part of its interest in the Partnership, which offer the Limited Partner intends to accept, the Limited Partner shall promptly notify the General Partner in writing of the offer received, including the name of the offeror, the number of whole or partial Units offered to be purchased, the proposed purchase price and the other terms and conditions of the offer. The General Partner shall have the option for a period of thirty (30) days from the day it receives notice of such offer to purchase such Limited Partner’s interest in the Partnership on the same terms and conditions contained in the offer. The General Partner may exercise its option by notifying the Limited Partner proposing to sell prior to the end of such thirty (30) day period of its intent to exercise the option; otherwise the Limited Partner, in accordance with and subject to the provisions of Article 11, may convey or dispose of the part of the Partner’s interest in the Partnership that was the subject of the offer but only at the price, terms and conditions, and to the party specified in the offer notice to the General Partner. If terms and conditions more favorable to the proposed purchaser than, or in any material manner different from, those offered to the General Partner should be agreed to by the Limited Partner, the General Partner shall again have the option to purchase the selling Limited Partner’s interest in the Partnership which is subject to the more favorable or different purchase terms in accordance with this Section 12.1. The General Partner may assign the rights under this Section 12.1 to the Partnership, in which event, the Limited Partner’s interest may be liquidated (rather than purchased) by the Partnership. Neither the General Partner nor the Partnership shall be liable or accountable to any Limited Partner which attempts to transfer its interest in the Partnership for any loss, damage, expense, cost, or liability resulting from any General Partner’s exercise or failure to exercise the purchase option under this Section 12.1, delay in notifying the Limited Partner of any General Partner’s intention not to exercise the purchase option, or its enforcement of the requirements of this Section 12.1 in the event that it elects not to exercise the purchase option. The General Partner’s failure to exercise the purchase option or to indicate in writing that it is electing not to exercise the option shall not be deemed a consent of the General Partner to allow any third party transferee to become a Substituted Limited Partner, such consent being controlled by the provisions of Section 11.2.

13. DISSOLUTION

     13.1 Causes. Each Partner expressly waives any right which he or it might otherwise have to dissolve the Partnership except as set forth in this Article 13. The Partnership shall be dissolved upon the first to occur of the following:

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     (a) The Bankruptcy, dissolution or any other occurrence which would legally disqualify any General Partner from acting hereunder;

     (b) The Approval by the Partners of an instrument dissolving the Partnership;

     (c) The dissolution of the Partnership by judicial decree; or

     (d) The withdrawal of a General Partner from the Partnership; or

     (e) December 31, 2050.

     Nothing contained in this Section 13.1 is intended to grant to any Partner the right to dissolve the Partnership at will (by retirement, resignation, withdrawal or otherwise), or to exonerate any Partner from liability to the Partnership and the remaining Partners if it dissolves the Partnership at will. Any dissolution at will of the Partnership, including dissolution caused under Section 13.l(d), shall be in contravention of this Agreement for purposes of the Act. Dissolution of the Partnership under Section 13.(c) shall not constitute a dissolution at will.

     13.2 Reconstitution. If the Partnership is dissolved as a result of an event described in Section 13.l(a) or 13.l(d), the Partnership may be reconstituted and its business continued if, within ninety (90) days after the date of dissolution, all Limited Partners affirmatively elect to reconstitute the Partnership, agree on the identity of the new general partner or partners, and execute an instrument confirming such facts. If the Partnership is reconstituted, an amendment to this Agreement shall be executed and an amended Certificate of Limited Partnership filed of record.

     13.3 Interim General Partner. If the Partnership is dissolved as a result of an event described in Section 13.l(a) or 13.l(d) and no General Partner remains, those Partners who own Units representing a majority of the aggregate Sharing Percentage of all of the Partners may appoint an interim manager of the Partnership, who shall have and may exercise only the rights, powers and duties of a general partner necessary to preserve the Partnership assets, until (a) a general partner is elected under Section 13.2, if the Partnership is reconstituted; or (b) a Liquidator is appointed under Section 14.1, if the Partnership is not reconstituted. The interim manager shall not be liable as a general partner to the Limited Partners and shall, while acting in the capacity of interim manager on behalf of the Partnership, be entitled to the same indemnification rights as are set forth in Article 8. The interim manager appointed as provided herein shall be entitled to receive such reasonable compensation for its services as may be agreed upon by such interim manager and those Partners who appointed the interim manager.

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14. WINDING UP AND TERMINATION

     14.1 General. If the Partnership is dissolved and is not reconstituted, the General Partner (or in the event that the General Partner has withdrawn or is deemed to be in Bankruptcy a Liquidator or liquidating committee selected by those Partners who own at least sixty-seven percent (67%) of the aggregate Partners’ Sharing Percentage (excluding that owned by the General Partner)) shall commence to wind up the affairs of the Partnership and, unless a different plan is adopted by Approval of the Partners, to liquidate and sell the Partnership’s assets. The party or parties actually conducting such liquidation in accordance with the foregoing sentence, whether the General Partner, another General Partner, a Liquidator or a liquidating committee, is herein referred to as the “Liquidator.” The Liquidator (if other than the General Partner) shall have sufficient business expertise and competence to conduct the winding up and termination of the Partnership and, in the course thereof, to cause the Partnership to perform any contracts which the Partnership has or thereafter enters into. The Liquidator shall have full right and unlimited discretion to determine the time, manner and terms of any sale or sales of Partnership property under such liquidation, having due regard for the activity and condition of the relevant market and general financial and economic conditions. The Liquidator (if other than the General Partner) appointed as provided herein shall be entitled to receive such reasonable compensation for its services as shall be agreed upon by the Liquidator and those Partners who own at least sixty-seven percent (67%) of the aggregate Partners’ Sharing Percentage (excluding that owned by the General Partner or applicable General Partner). If the General Partner serves as the Liquidator, the General Partner shall not be entitled to receive any fee for carrying out the duties of the Liquidator. The Liquidator may resign at any time by giving fifteen (15) days prior written notice and may be removed at any time, with or without cause, by written notice of Partners who own at least sixty-seven percent (67%) of the aggregate Partners’ Sharing Percentage (excluding that owned by the General Partner or applicable General Partner). Upon the death, dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all the rights, powers and duties of the original Liquidator) will, within thirty (30) days thereafter, be appointed by those Limited Partners who own at least sixty-seven percent (67%) of the aggregate Partners’ Sharing Percentage, excluding that owned by the General Partner or applicable General Partner, evidenced by written appointment and acceptance. The right to appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to the Liquidator will be deemed to refer also to any such successor or substitute Liquidator appointed in the manner herein provided. The Liquidator shall have and may exercise, without further authorization or consent of any of the parties hereto or their legal representatives or successors in interest, all of the powers conferred upon the General Partner under the terms of this agreement to the extent necessary or

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desirable in the good faith judgment of the Liquidator to perform its duties and functions. The Liquidator (if other than a General Partner) shall not be liable as a general partner to the Limited Partners and shall, while acting in such capacity on behalf of the Partnership, be entitled to the indemnification rights set forth in Section 8.10.

     14.2 Court Appointment of Liquidator. If, within ninety (90) days following the date of dissolution or other time provided in Section 14.1, a Liquidator or successor Liquidator has not been appointed in the manner provided therein, any interested party shall have the right to make application to any United States Federal District Judge (in his individual and not judicial capacity) for the United States District Court of Delaware for appointment of a Liquidator or successor Liquidator, and the Judge, acting as an individual and not in his judicial capacity, shall be fully authorized and empowered to appoint and designate a Liquidator or successor Liquidator who shall have all the powers, duties, rights and authority of the Liquidator herein provided.

     14.3 Liquidation. The Liquidator shall give all notices to creditors of the Partnership and shall make all publications required by the Act. In the course of winding up and terminating the business and affairs of the Partnership, the assets of the Partnership (other than cash) shall be sold, its liabilities and obligations to creditors, including any Partners who made loans to the Partnership as provided in Section 4.5 hereof, and all expenses incurred in its liquidation shall be paid, and all resulting items of Partnership income, gain, loss or deduction shall be credited or charged to the Capital Accounts of the Partners in accordance with Article 4. Thereafter, all Partnership assets shall be distributed among all Partners having positive Capital Account balances (as determined after giving effect to all adjustments attributable to allocations of items of profit and loss realized by the Partnership during the Fiscal Year in question (including items of profit and loss realized on the liquidation) and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution), pro rata in accordance with such positive Capital Account balances. This distribution shall be made no later than the end of the fiscal year during which the Partnership is liquidated (or, if later, ninety (90) days after the date on which the Partnership is liquidated). Upon the completion of the liquidation of the Partnership and the distribution of all the Partnership funds, the Partnership shall terminate and the General Partner (or the Liquidator, as the case may be) shall have the authority to execute and record all documents required to effectuate the dissolution and termination of the Partnership. In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the Partners may instead be distributed to a trust established for the benefit of the Partners for the purposes of liquidating Partnership property, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the Partners arising out of or in connection with the Partnership. The assets of any such trust shall be distributed to the Partners from

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time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the Partners pursuant to this Agreement.

     14.4 Creation of Reserves. After making payment or provision for payment of all debts and liabilities of the Partnership and all expenses of liquidation, the Liquidator may set up such cash reserves as the Liquidator may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Partnership.

     14.5 Final Statement. Within a reasonable time following the completion of the liquidation, the Liquidator shall supply to each of the Partners a statement which shall set forth the assets and the liabilities of the Partnership as of the date of complete liquidation, each Partner’s pro rata portion of distributions under Section 14.3, and the amount retained as reserves by the Liquidator under Section 14.4.

15. POWER OF ATTORNEY

     15.1 General Partner as Attorney-in-Fact. Each Limited Partner hereby makes, constitutes, and appoints the General Partner, with full power of substitution and resubstitutions, his true and lawful attorney-in-fact for him and in his name, place, and stead and for his use and benefit to sign, execute, certify, acknowledge, swear to, file, and record (a) this Agreement and all agreements, certificates, instruments, and other documents amending or changing this Agreement as now or hereafter amended which the General Partner may deem necessary, desirable, or appropriate including, without limitation, to reflect (i) the valid exercise by the General Partner of any power granted to it under this Agreement; (ii) any amendments adopted by the Partners in accordance with the terms of this Agreement; (iii)the valid admission of any Substituted Limited Partner or Additional Limited Partner to the Partnership; or (iv) the valid disposition by any Limited Partner of its interest in the Partnership; and (b) any certificates, instruments, or documents as may be required by, or may be appropriate under, the laws of the State of Delaware.

     15.2 Nature of Special Power. The power of attorney granted pursuant to this Article 15:

     (a) is a special power of attorney coupled with an interest and is irrevocable;

     (b) may be exercised by any such attorney-in-fact by listing the Limited Partners executing any agreement, certificate, instrument, or other document with the single signature of any such attorney-in-fact acting as attorney-in-fact for such Limited Partners; and

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     (c) shall survive the death, disability, legal incapacity, Bankruptcy, insolvency, dissolution, or cessation of existence of a Limited Partner and shall survive the delivery of an assignment by a Limited Partner of the whole or a portion of its interest in the Partnership, except that where the assignment is of such Limited Partner’s entire interest in the Partnership and the assignee, with the consent of the General Partner, is admitted as a Substituted Limited Partner, the power of attorney shall survive the delivery of such assignment for the sole purpose of enabling any such attorney-in-fact to effect such substitution.

16. MISCELLANEOUS

     16.1 Notices. All notices given pursuant to this Agreement shall be in writing and shall be deemed effective when personally delivered or when placed in the United States mail, registered or certified with return receipt requested, or when sent by prepaid telegram or facsimile followed by confirmatory letter. For purposes of notice, the addresses of the Partners shall be as stated under their names on the attached Exhibit A; provided, however, that each Partner shall have the right to change his address with notice hereunder to any other location by the giving of thirty (30) days notice to the General Partner in the manner set forth above.

     16.2 Governing Law. This Agreement shall be governed by and construed in accordance with the substantive federal laws of the United States and the laws of the State of Delaware.

     16.3 Attorneys’ Fees. If any litigation is initiated by the Partnership against any Partner or by any Partner against another Partner or the Partnership relating to this Agreement or the subject matter hereof, the Person prevailing in such litigation shall be entitled to recover, in addition to all damages allowed by law and other relief, all court costs and reasonable attorneys’ fees incurred in connection therewith.

     16.4 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Partners, and their respective heirs, legal representatives, successors and permitted assigns; provided, however, that nothing contained herein shall negate or diminish the restrictions set forth in Articles 11 or 12 hereof.

     16.5 Construction. Every covenant, term, and provision of this Agreement shall be construed simply according to its fair meaning and not strictly for or against any Partner. The failure by any party to specifically enforce any term or provision hereof or any rights of such party hereunder shall not be construed as the waiver by that party of its rights hereunder. The waiver by any party of a breach or violation of any provision of this Agreement shall not operate as, or be construed to be, a waiver of any subsequent breach of the same or other provision hereof.

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     16.6 Time. Time is of the essence with respect to this Agreement.

     16.7 Waiver of Partition. Notwithstanding any statute or principle of law to the contrary, each Partner hereby agrees that, during the term of the Partnership, he or it shall have no right (and hereby waives any right that he or it might otherwise have had) to cause any Partnership property to be partitioned and/or distributed in kind.

     16.8 Entire Agreement. This Agreement contains the entire agreement among the Partners relating to the subject matter hereof, and all prior agreements relative hereto which are not contained herein are terminated.

     16.9 Amendments. Except as otherwise expressly provided herein, amendments or modifications may be made to this Agreement only by setting forth such amendments or modifications in a document Approved by the Partners and any alleged amendment or modification herein which is not so documented shall not be effective as to any Partner. The General Partner may, without the consent of any other Partner, amend any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith to reflect:

     (a) a change in the name of the Partnership, a change in the location of the principal place of business of the Partnership, or a change in the registered office or the registered agent of the Partnership;

     (b) admission of a Limited Partner into the Partnership or termination of any Limited Partner’s interest in the Partnership in accordance with this Agreement;

     (c) qualification of the Partnership as a limited partnership under the laws of any state or that is necessary or advisable in the opinion of the General Partner to ensure that the Partnership will not be treated as an association taxable as a corporation for federal income tax purposes, provided, in either case, such action shall not adversely affect any Limited Partner;

     (d) a change (i) that is of an inconsequential nature and does not adversely affect the Partners in any material respect; (ii) that is necessary or desirable to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or contained in any federal or state statute, compliance with any of which the General Partner deems to be in the best interest of the Partnership and the Limited Partners; or (iii) that is required or contemplated by this Agreement;

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     (e) an addition to the representations, duties, or obligations of the General Partner; or

     (f) a change to any provision in this Agreement required to be so changed by the staff of the Securities and Exchange Commission or other federal agency or by a State Securities Commissioner or similar official, which change is deemed by such commission, agency or official to be for the benefit or protection of the Partners.

However, no amendment or modification which disproportionately affects the interest of any Partner in the capital, Profits or Losses of, or distributions or allocations with respect to, the Partnership shall be effective as to any Partner unless the same has been set forth in a document duly executed by such Partner.

     16.10 Severability. This Agreement is intended to be performed in accordance with, and only to the extent permitted by, all applicable laws, ordinances, rules and regulations. If any provision of this Agreement or the application thereof to any Person or circumstance shall, for any reason and to any extent, be invalid or unenforceable, but the extent of such invalidity or unenforceability does not destroy the basis of the bargain among the Partners as expressed herein, the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected thereby, but rather shall be enforced to the greatest extent permitted by law.

     16.11 Gender and Number. Whenever required by the context, as used in this Agreement, the singular number shall include the plural and the neuter shall include the masculine or feminine gender, and vice versa.

     16.12 Exhibits. Each Exhibit to this Agreement is incorporated herein for all purposes.

     16.13 Additional Documents. Each Partner, upon the request of the General Partner, agrees to perform all further acts and execute, acknowledge and deliver any documents that may be reasonably necessary, appropriate or desirable to carry out the provisions of this Agreement.

     16.14 Section Headings. The section headings appearing in this Agreement are for convenience of reference only and are not intended, to any extent or for any purpose, to limit or define the text of any section.

     16.15 Counterparts. This Agreement may be executed in counterparts, each of which shall be an original but all of which shall constitute but one document.

     IN WITNESS WHEREOF, the Partners have executed this Agreement as of January 1, 1999.

25

GENERAL PARTNER:
PHC-KNOX, INC.
By: Name:	/s/ Howard T. Wall Howard T. Wall
Title:	Vice President/Secretary
LIMITED PARTNER:
PROVINCE HEALTHCARE COMPANY
By: Name:	/s/ Howard T. Wall Howard T. Wall
Title:	Vice President/Secretary

26

EX-3.311

Exhibit 3.311

STATE OF TENNESSEE
Tre Hargett, Secretary of State
Division of Business Services
William R. Snodgrass Tower
312 Rosa L. Parks AVE, 6th FL
Nashville, TN 37243-1102

CFS
992 DAVIDSON DRIVE
SUITE B
Nashville, TN 37205

Request Type:	Certified Copies	Issuance Date:	03/11/2011
Request #:	33907	Copies Requested:	1

Document Receipt

Receipt#: 376920	Filing Fee:	$20.00
Payment-Account - CFS, NASHVILLE, TN		$20.00

I, Tre Hargett, Secretary of State of the State of Tennessee, do hereby certify that PRINCIPAL-NEEDLES, INC., Control # 331984 was formed or qualified to do business in the State of Tennessee on 06/04/1997. PRINCIPAL-NEEDLES, INC. has a home jurisdiction of Williamson County and is currently in an Active status.

Tre Hargett

Secretary of State

Processed By: Nichole Hambrick

The attached document(s) was/were filed in this office on the date(s) indicated below:

Reference #	Date Filed	Filing Description
3346-1582	06/04/1997	Initial Filing
3411-0196	11/17/1997	Registered Agent Change (by Entity)
3543-0422	07/29/1998	CMS Annual Report Update
3926-0508	06/16/2000	Registered Agent Change (by Agent)
5507-1751	07/14/2005	Registered Agent Change (by Entity)
5727-1721	03/22/2006	2005 Annual Report (Due 04/01/2006)

Phone 615-741-6488 * Fax (615) 741-7310 * Website: http://tnbear.tn.gov/

Page 1 of 1

CHARTER
OF
PRINCIPAL-NEEDLES, INC.

     The undersigned person, having capacity to contract and acting as the incorporator of a corporation under Section 48-12-101 of the Tennessee Business Corporation Act (the “Act”), adopts the following charter for such corporation:

     1. Name. The name of the corporation is Principal-Needles, Inc. (the “Corporation”).

     2. Registered Office and Registered Agent. The address of the registered office of the Corporation in Tennessee is 109 Westpark Drive, Suite 180, Brentwood, Williamson County, Tennessee 37027. The Corporation’s registered agent at the registered office is Martin S. Rash.

     3. Incorporator. The name and address of the sole incorporator of the Corporation is Howard T. Wall, 511 Union Street, Suite 2100. Nashville, Davidson County, Tennessee, 37219.

     4. Principal Office. The address of the principal office of the Corporation is 109 Westpark Drive, Suite 180, Brentwood, Williamson County, Tennessee 37027.

     5. Corporation for Profit. The Corporation is for profit.

     6. Authorized Shares. The Corporation shall have authority, acting by its board of directors, to issue not more than one thousand (1,000) shares of common stock, each with a par value of one cent ($.01) (“common stock”).

     7. Limitation on Directors’ Liability.

     (a) A director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability for (i) any breach of the director’s duty of loyalty to the Corporation or its shareholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) unlawful distributions under Section 48-18-304 of the Act. as amended from time to time.

     (b) If the Act is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Act, as so amended. Any repeal

or modification on the foregoing by the shareholders shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

8.     Indemnification.

     (a) The Corporation shall indemnify, and upon request shall advance expenses to, in the manner and to the full extent permitted by law, any officer or director (or the estate of any such person) who was or is a party to, or is threatened to be made a party to, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such person is o. was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee or employee of another corporation, partnership, joint venture, trust or other enterprise (an “indemnitee”). The Corporation may, to the full extent permitted by law, purchase and maintain insurance on behalf of any such person against any liability which may be asserted against him or her. To the full extent permitted by law, the indemnification and advances provided for herein shall include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement. The indemnification provided herein shall not be deemed to limit the right of the Corporation to indemnify any other person for any such expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement to the full extent permitted by law, both as to action in his official capacity and as to action in another capacity while holding such office. Notwithstanding the foregoing, the Corporation shall not indemnify any such indemnitee (1) in any proceeding by the Corporation against such indemnitee; or (2) if a judgment or other final adjudication adverse to the indemnitee establishes his liability for (i) any breach of the duty of loyalty to the Corporation or its shareholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) unlawful distributions under Section 48-18-304 of the Act.

     (b) The rights to indemnification and advancement of expenses set forth in paragraph 8(a) above are intended to be greater than those which are otherwise provided for in the Act, are contractual between the Corporation and the person being indemnified, his heirs, executors and administrators, and, with respect to paragraph 8(a), are mandatory, notwithstanding a person’s failure to meet the standard of conduct required for permissive indemnification under the Act, as amended from time to time. The rights to indemnification and advancement of expenses set forth in paragraph 8(a) above are nonexclusive of other similar rights which may be granted by law, this Charter, the bylaws, a resolution of the board of directors or shareholders of the Corporation, or an agreement with the Corporation, which means of indemnification and advancement of expenses are hereby specifically authorized.

     (c) Any repeal or modification of the provisions of this paragraph 8, either directly or by the adoption of an inconsistent provision of this Charter, shall not adversely affect any right or protection set forth herein existing in favor of a particular individual at the time of such repeal or modification. In addition, if an amendment to the Act limits or restricts in any way the indemnification rights permitted by law as of the date hereof, such amendment shall

apply only to the extent mandated by law and only to activities of persons subject to indemnification under this paragraph 8 which occur subsequent to the effective date of such amendment.

     9. Express Powers of Board of Directors. In furtherance of and not in limitation of the powers conferred by statute, the Corporation is expressly authorized, acting upon the authority of the board of directors and without the approval of the shareholders, to:

     (a) Issue shares of any class or series as a share dividend in respect of shares of the same class or series or any other class or series;

     (b) Fix or change the number of directors, including an increase or decrease in the number of directors;

     (c) Determine, establish or modify, in whole or in part, the preferences, limitations and relative rights of (i) any class of shares before the issuance of any shares of that class, or (ii) one or more series within a class before the issuance of any shares of that series. The board of directors is further authorized to amend this Charter, without shareholder action, to set forth such preferences, limitations and relative rights; and

     (d) Determine, in accordance with taw, the method by which vacancies occurring on the board of directors are to be filled.

     10. Removal of Directors for Cause. Directors may be removed for cause by a vote of a majority of the entire board of directors.

     11. Consideration of Non-Shareholder Constituencies. In considering whether or not to approve, or to recommend that the shareholders approve, any proposed merger, exchange, tender offer or significant disposition of assets or to oppose such proposal, the board of directors may consider the effect of such proposed merger, exchange, tender offer or significant disposition of assets on the Corporation’s employees, customers, suppliers and the communities in which the Corporation and its subsidiaries operate or are located.

/s/ Howard T. Wall Howard T. Wall

Incorporator

Dated: June 4, 1997

3

CHANGE OF REGISTERED AGENT/OFFICE (BY CORPORATION)

     Pursuant to the provisions of Section 48-15-102 or 48-25-108 of the Tennessee Business Corporation Act or Section 48-55-102 or 48-65-108 of the Tennessee Nonprofit Corporation Act, the undersigned corporation hereby submits this Application:

     1. The name of the corporation is Principal-Needles, Inc.

     2. The street address of its current registered office is 109 Westpark Drive, Suits 180, Brentwood, Tennessee 37027

     3. If the current registered office is to be changed, the street address of the new registered office, the zip code of such office, and the county in which the office is located is 1912 Hayes Street, Nashville, Tennessee 37023 Davidson

     4. The name of the current registered agent is Martin S. Rash

     5. If the current registered agent is to be changed, the name of the new registered agent is National Registered Agents, Inc.

     6. After the change(s), the street addresses of the registered office and the business office of the registered agent will the identical.

11/11/97	Principal-Needles, Inc.
Signature Date	Name of Corporation
Vice President, Secretary	/s/ Haward T. Wall
Signer’s Capacity	Signature
	Haward T. Wall
	Name (typed or printed)

CORPORATION ANNUAL REPORT
STATE OF TENNESSEE
SECRETARY OF STATE
SUITE 1800, JAMES K. POLX BUILDING
NASHVLLE. TN. 37243-0306

Amount due $20.00

CURRENT FISCAL YEAR CLOSING MONTH:     06      IF      DIFFERENT,
CORRECT MONTH IS	THIS REPORT IS DUE ON OR BEFORE 10/01/98

(1) SECRETARY OF. STATE CONTROL NUMBER: 0331984 OR FEDERAL EMPLOYER IDENTIFICATION NUMBER:

(2A.) NAME AND MIAILING ADDRESS OF CORPORATION:	(2B.) STATE OR COUNTRY OF INCORPORATION: TENNESSEE (2C.) ADD OR CHANGE MAILING ADDRESS:
	105 Westwood Place, Suite 400 Brentwood, TN 37027

(3)	A. PRINCIPAL ADDRESS INCLUDING CITY. STATE, ZIP CODE:
	109 WESTPARK DR., SUITE 180, BRENTWOOD, TM 37027
	B. CHANGE OF PRINCIPAL ADDRESS:

STREET	CITY	STATE	ZIP CODE + 4
105 Westwood Place/ Suite 400	Brentwood	TN		37027

* * BLOCKS 4A AND 4B MUST BE COMPLETED OR THE ANNUAL REPORT WILL BE RETURNED * *

(4) A. NAME AND BUSINESS ADDRESS. INCLUDING ZIP CODE. OF THE PRESIDENT, SECRETARY AND OTHER PRINCIPAL OFFICERS. (ATTACH ADDITIONAL SHEET IF NECESSARY.)

TITLE NAME BUSINESS ADDRESS CITY, STATE, ZIP CODE + 4

PRESIDENT  Martin S. Rash 105 Westwood Place, Ste, 400, Brentwood, TN 37027
SECRETARY   Howard T. Wall, III (same as above)
& Vice President

SEE ATTACHED LIST OF ADDITIONAL OFFICERS.

B. BOARD OF DIRECTORS (NAMES, BUSINESS ADDRESS INCLUDING ZIP CODE). (ATTACH ADDITIONAL SHEET IF NECESSARY.) o SAME AS ABOVE o NONE

OR LISTED BELOW: NAME BUSINESS ADDRESS CITY STATE, ZIP CODE + 4

      SEE ATTACHED LIST OF BOARD OF DIRECTORS.

(5)	A NAME OF REGISTERED AGENT AS APPEARS ON SECRETARY OF STATE RECORDS:
	NATIONAL REGISTERED AGENTS, INC.
	B. REGISTERED ADDRESS AS APPEARS ON SECRETARY OF STATE RECORDS:
	1912 HAYES STREET MASHVILLE TN 37203

(6) INDICATE BELOW ANY CHANGES TO THE REGISTERED AGENT NAME AND/OR REGISTERED OFFICE.
(BLOCK 6A AND/OR 6B.) THERE IS AN ADDITIONAL $20.00 REQUIRED FOR CHANGES MADE TO THIS INFORMATION.

          A. CHANGE OF REGISTERED AGENT:

          B. CHANGE OF REGISTERED OFFICE:

STREET CITY STATE
TN ZIP CODE + 4 COUNTY

(7) A THIS BOX APPLIES ONLY TO NONPROFIT CORPORATIONS, OUR RECORDS REFLECT THAT YOUR NONPROFIT CORPORATION IS A PUBLIC BENEFIT OR A MUTUAL BENEFIT CORPORATION AS INDICATED: IF BLANK OR CHANGE, PLEASE CHECK APPROPRIATE BOX:	o PUBLIC
	o MUTUAL

B. IF A TENNESSEE RELIGIOUS CORPORATION. PLEASE CHECK BOX UNLESS OTHERWISE INDICATED.  o RELIGIOUS

(8) SIGNATURE	(9) DATE
/s/ Howard T.Wall
Howard T.Wall	7/28/98
(10) TYPE PRINT NAME OF SIGNER:	(11) TITLE OF SIGNER
Howard T.Wall	Secretary

* * THIS REPORT MUST BE DATED AND SIGNED * *

CONTINUED ON BACK

Principal-Needles, Inc.

Additional Officers:

Richard Gore, Executive Vice President & CFO, 105 Westwood Place, Suite 400,
Brentwood, TN 37027

Steven P. Taylor, Senior Vice President, 105 Westwcod Place, Suite 400,
Brentwood, TN 37027

Brenda Rector, Vice President & Asst. Secretary, 105 Westwood Place,
Suite 400, Brentwood, TN 37027

Christopher T. Hannon, Vice President & Asst. Treasurer, 105 Westwood Place,
Suite 400, Brentwood, TN 37027

Board of Directors:

Bruce V. Rauner, 105 Westwood Place, Suite 400, Brentwood, TN 37027

A.E. Brim, 105 Westwood Place, Suite 400, Brentwood, TN 37027

Joseph P. Nolan, 105 Westwood Place, Suite 400, Brentwood, TN 37027

Michael T. Willis, 105 Westwood Place, Suite 400, Breatwood TN 37027

Martin S. Rash, 105 Westwood Place, Suite 400, Brentwood, TN 37027

David L. Steffy, 105 Westwood Place, Suite 400, Brentwood, TN 37027

SECRETARY OF STATE
DIVISION OF BUSINESS SERVICES
James K. Polk Building, Suite 1800
Nashville, TN 37243-0306

MASS CHANGE OF REGISTERED OFFICE (BY AGENT)

Pursuant to the provisions of Sections 48-15-102 and 48-25-108 of the Tennessee Business Corporation Act, Sections 48-55-102 and 48-65 108 of the Tennessee Nonprofit Corporation Act, Section 48-208-102 of the Tennessee Limited Liability Company Act, Sections 61-2-104 and 51-2-904 of the Tennessee Revised Uniform Limited Partnership Act, and Section 61-1-144 of the Tennessee Uniform Limited Partnership Act, the undersigned registered agent hereby submits this application to change its business address and the registered office address of the businesses noted below:

1.	The names of the affected corporations, limited liability companies, limited partnerships and limited liability partnerships are identified in the attached list by their S.O.S. control numbers, which list is incorporated herein by reference.
2.	The street address of its current registered office is 1912 Hayes Street, Nashville, TN 37203.
3.	The name of the current registered agent is National Registered Agents, Inc.
4.	The street address (including county) of the new registered office is:
	1900 Church Street, Suite 400, Nashville, TN 37203
5.	After the change, the street addresses of the registered office and the business office of the registered agent will be identical.
6.	The corporations, limited liability companies, limited partnerships and limited liability partnerships identified in the attached list have been notified of the change of address for the registered office.

June 13, 2000	/s/ Dennis E. Howarth
Signature Date	Signature of Registered Agent
	Dennis E. Howarth, President
	Printed or Typed Name

MASS CHANGE OF REGISTERED OFFICE (BY AGENT) Attachment

0006022		0201388		0268864		0302450		0314708		0328888		0339805		0347828		0356294		0365383		0372510		0377339
[ILLEGIBLE]		0204232		0268865		0302617		0314767		0328936		0330951		0347829		0356645		0365503		0372543		0377344
0013298		0204735		0272206		0302679		0314842		0328972		0340175		0347830		0356646	0365675			0372725		0377351
0015920		0205644		0272978		0302692		0314885		0328974		0340176		0347835		0356713		0365712		0372743		0377469
0027374		0205731		0273409		0302694		0315159		0328976		0340312		0347871		0356730		0365874		0372789		0377484
0030950		0206141		0273646		0303088		0315256		0328977		0340550		0347906		0356971		0366023		0372805		0377520
0032679		0206454		0274568		0303343		0315377		0329019		0340829		0348050		0357127		0366385		0372922		0377710
0033334		0206658		0274685		0303561		0315604		0329084		0341065		0348217		0357128		0368352		0372927		0377711
0033516		0210656		0274928		0303625		0315665		0329090		0341275		0348321		0357129		0366622		0372951		0377712
0036948		0213041		0275142		0303637		0315876		0329163		0341626		0348550		0357256		0366850		0373013		0377713
0037564		0213644		0275958		0303807		0316067		0329494		0341627		0348558		0357260		0366956		0373123		0377714
0037849		0214563		0276122		0303945		0316205		0329603		0342001		0348596		0357361		0367148		0373159		0377715
0038264		0214842		0278307		0304076		0316211		0329906		0342286		0348597		0357374		0367487		0373209		0377716
0038305		0215899		0278743		0304309		0316212		0329927		0342672		0348599		0357384		0367721		0373271		0377717
0038806		0216032		0278844		0304592		0316358		0330153		0342732		0348741		0357488		0367722		0373484		0378088
0039716		0218901		0279371		0305124		0316420		0330427		0342743		0348742		0357730		0367723		0373592		0378105
0041186		0220992		0279426		0305175		0316576		0330619		0342822		0348752		0357748		0367756		0373719		0378130
0041278		0221027		0281077		0305192		0316676		0330825		0342916		0348768		0357812		0368115		0373845		0378301
0042965		0221201		0281545		0305193		0316744		0330837		0343043		0348789		0357869		0368132		0373846		0378489
[ILLEGIBLE]		0222701		0282173		0305195		0317414		0331122		0343096		0348984		0357967		036814[ILLEGIBLE]		0374013		0378522
0046935		0222864		0282257		0305341		0317944		0331328		0343164		0349059		0358021		0368299		0374014		0378610
0047278		0223337		0282289		0305448		0318062		0331468		0343782		0349259		0358024		0368300		0374019		0378881
0049397		0223842		0282293		0305882		0318121		0331626		0343899		0349333		0358089		0368301		0374020		0379008
0050000		0226356		0282308		0306030		0318183		0331781		0343900		0350003		0358139		0368637		0374046		0379014
0051913		0229089		0282555		0306127		0318193		0331815		0343961		0350004		0358169		0368841		0374101		0379172
0056938		0229629		0283725		0306874		0318899		0331984		0344069		0350005		0358411		0368932		0374237		0379284
0061425		0229899		0284003		0306973		0319119		0332079		0344130		0350322	[ILLEGIBLE]			0369000		0374293		0379606
0080534		0233065		0284278		0307092		0319121		0332086		0344287		0350408		0358762		0369002		0374378		0379624
0084520		0234807		0284967		0307093		0319354		0332369		0344348		0350474		0358790		0369098		0374739		0379852
0087719		0235361		0285380		0307094		0319459		0332381		0344531		0350801		0358947		0369191		0374760		0379861
0089422		0238691		0286351		0307427		0319594		0332717		0344561		0351152		0359194		0369216		0374765		0379916
0090848		0239019		0286752		0308043		0320068		0333391		0344703		0351422		0359237		0369290		0374777		0380100
0095940		0241680		0288443		0308044		0320452		0333956		0344856		0351533		0359422		0369462		0374781		0380190
0101274		0242863		0291008		0308177		0320515		0334016		0344877		0351610		0359426		0369473		0374817		0380217
0121025		0243980		0291171		0303256		0320665		0334092		0344969		0351784		0359605		0369673		0374828		0380444
0127452		0245707		0291267		0308400		0320701		0334673		0345180		0352024		0359809		0369685		0374856		0380490
0128817		0246910		0291332		0308482		0320853		0334883		0345286		0352287		0359670		0369830		0374880		0380502
0129744		0247322		0291600		0308686		0321303		0335039		0345308		0352289		0359951		0369840		0374883		0380526
0130745		0248451		0292022		0308688		0321623		0335079		0345331		0352805		0360046		0369874		0375038		0380729
0131765		[ILLEGIBLE]		0292717		0308931		0322132		0335188		0345484		0352834		0360111		0370155		0375082		0380996
0132439		0250041		0292720		0308980		0322333		0335348		0345682		0352908		0360112		0370217		0375208		0381006
0140186		0250177		0292722		0308998		0322462		0335398		0345724		0352970		0360138		0370628		0375318		0381137
0143707		0251029		0293256		0309106		0322707		0335621		0345980		0353050		0360205		0370629		0375344		0381373
[ILLEGIBLE]		0251776		0293347		0309318		0322953		0335804		0346014		0353060		0360409		0370631		0375631		0381581
0152408		0251566		0293457		0309639		0323261		0335910		0346055		0353367		0360512		0370670		0375635		0381789
0133518		0252401		0293842		0309654		0323405		0335954		0346056		0353390		0360642		0370719		0375795		0381811
0153954		0252478		0293900		0310115		0323553		0336128		0346373		0353526		0360674		0370720		0375796		0381861
0155579		0252532		0294231		0310237		0323921		0336172		0346440		0353726		0360852		0370832		0375797		0382242
0156622		0253310		0294428		0310388		0324370		0336205		0346465		0353776		0361266		0370897		0375798		0362243
0159077		0255139		0294355		0310523		0334780		0336270		0346541		0353972		0361514		0370898		0375862		0382463
0166469		0255746		0295456		0310551		0325267		0336509		0346703		0354087		0361809		0370971		0375889		0382464
0169144		0258650		0295938		0310608		0325327		0337065		0346833		0354088		0362220		0370975		0375904		0382465
0170656		0257260		0295939		0310747		0325328		0337133		0346834		0354283		0362312		0371029		0376035		0382551
0172473		0257581		0296262		0310863		0325538		0337235		0347109		0354516		0362390		0371193		0376095		0382560
0173593		0257582		0296681		0311309		0325913		0337383		0347313		0354613		0362419		0371232		0376100		0382561
0175325		0257858		0296929		0311523		0326180		0337706		0347470		0354710		0362706		0371238		0376105		0382571
0176741		0258007		0297358		0311592		0326259		0337827		0347477		0354833		0382839		0371330		0376107		0382755
0177066		0258177		0297632		0311960		0326387		0337940		0347492		0354885		0362987		0371399		0376109		0382805
0177900		0258229		0297689		0312014		0326412		0338247		0347532		0354901		0363111		0371532		0376128		0382837
0178147		0258635		0298837		0312031		0326449		0338319		0347545		0355261		0363256		0371717		0376171		0382839
0180027		0260308		0299150		0312246		0327178		0338552		0347781		0355317		0363407		0371790		0376222		0382899
0180215		0260598		0299386		0312308		0327316		0338960		0347811		0355318		0363489		0371857		0376282		0382912
0181994		0263007		0299569		0312633		0327355		0339156		0347812		0355375		0363491		0371883		0376284		0383060
0184029		0263430		0299860		0312641		0327418		1339187		0347814		0355548		0363888		0371907		0376554		0383268
0187673		0264354		02991887		0312900		0327595		0349325		0347815		0355857		0364019		0371932		0379555		0383434
0189316		0254938		0300252		0313025		0327947		0339333		[ILLEGIBLE]		0355719		0364283		0371958	0376574			0383510
0189527	[ILLEGIBLE]			0300064		0313044	[ILLEGIBLE]		[ILLEGIBLE]		[ILLEGIBLE]		[ILLEGIBLE]		0364373		0371980		0376638			0383642
[ILLEGIBLE]	[ILLEGIBLE]		[ILLEGIBLE]		[ILLEGIBLE]		[ILLEGIBLE]		[ILLEGIBLE]		[ILLEGIBLE]		[ILLEGIBLE]		[ILLEGIBLE]		[ILLEGIBLE]		[ILLEGIBLE]		[ILLEGIBLE]
0190702		0266237		0300783		0313272		0328095		0339429		034.823		0355904		0364525		0371981		0377047		0383768
0194773		0266419		0301298		0314287		0328193		0339533		0347824		0355909		0364640		0372248		0377078		0383842
0197927		0266749		0301449		0314292		0328333		0339604		0347825		0356099		0965201		0372281		0377078		0383847
0198067		0266816		0302209		0314408		0328718		0339612		0347826		0356105		0365217		0372331		0377173		0383894
0200536		0268223		0302261		0314635		0328862		0339792		0347827		0356183		0365259		0372358		0377276		0384154

0384193

0384328

0384329

0384458

0384461

0384621

0384668

0384744

0384822

0384913

0385043

0385154

0385250

0385378

0385456

0385484

0385507

0385712

0385713

0385714

0385715

0385716

0385717

0385770

0386164

0386268

0386388

0386549

0386613

0386750

0366985

0387039

0387348

038381

0387428

0387474

0387572

0387728

0387803

0387841

0387893

0388007

0388141

0388244

0388564

0388617

0388634

0389084

[ILLEGIBLE]

0389230

0389275

0389349

0389446

0389470

Attachment to Mass Change of Registered Office for National Registered Agents, Inc. page 2 of 2 pages

Corporate Filings
312 Eighth Avenue North
6^th Floor, William R. Snodgrass Tower
Nashville 37243 CHANGE OF REGISTERED
AGENT/OFFICE
(BY CORPORATION) For Office Use Only

     Pursuant to the provisions of Section 48-15-102 or 48-25-108 of the Tennessee Business Corporation Act or Section 48-55-102 or 48-65-108 of the Tennessee Nonprofit Corporation Act, the undersigned corporation hereby submits this application:

     1. The name of the corporation is Principal-Needles, Inc.

     2. The street address of its current registered office is 1900 Church Street, Suite 400, Nashville, TN 37203.

     3. If the current registered office is to be changed, the street address of the new registered office, the zip code of suck office, and the county in which the office is located is 800 S. Gay Street, Suite 2021, Knoxville, TN 37929 (County of Knox).

     4. The name of the current registered agent is National Registered Agents, Inc.

     5. If the current registered agent is to be changed, the name of the new registered agent is CT Corporation System.

     6. After the change(s), the street addresses of the registered office and the business office of the registered agent will be identical.

July 1, 2005	Principal-Needles, Inc.
Signature Date	Name of Corporation
Assistant Secretary	/s/ Mary Kim E. Shipp
Signer’s Capacity	Signature
	Mary Kim E. Shipp
	Name (typed or printed)

SS-4427 (Rev. 6/03) Filling Fee $20.00 RDA1678

CORPORATION ANNUAL REPORT
Annual Report Filing Fee Due:
     $20, If no changes are made in block #6 to the registered agent/office, or
     $40, If any changes are made in block #6 to the registered agent/office Please return completed form to:

TENNESSEE SECRETARY OF STATE
Attn: Annual Report
312 Eighth Ave. N. 6th Floor
William R. Snodgrass Tower
Nashville, TN. 37243

CURRENT FISCAL YEAR CLOSING MONTH:	12  IF DIFFERENT,
CORRECT MONTH IS		THIS REPORT IS DUE ON OR BEFORE 04/01/06

(1) SECRETARY OF STATE CONTROL NUMBER: 0331984

(2A.) NAME AND MAILING ADDRESS OF CORPORATION:

(2B.) STATE OR COUNTRY OF INCORPORATION:
TENNESSEE
(2C.) ADD OR CHANGE MAILING ADDRESS:
103 Powell Court
Suite 200
Brentwood, TN 37027

(3)	A. PRINCIPAL ADDRESS INCLUDING CITY, STATE, ZIP CODE:
	105 WESTWOOD PLACE, SUITE 400, BRENTWOOD, TN 37027
	B. CHANGE OF PRINCIPAL ADDRESS:

STREET	CITY	STATE	ZIP CODE + 4
103 Powell Court, Suite 200	Brentwood	TN		37027

(4) NAME AND BUSINESS ADDRESS, INCLUDING ZIP CODE, OF THE PRESIDENT, SECRETARY AND OTHER PRINCIPAL OFFICERS. (ATTACH ADDITIONAL SHEET IF NECESSARY.)

TITLE	NAME	BUSINESS ADDRESS	CITY, STATE, ZIP CODE + 4
PRESIDENT	See Attachment
SECRETARY

(5) BOARD OF DIRECTORS (NAMES, BUSINESS ADDRESS INCLUDING ZIP CODE). (ATTACH ADDITIONAL SHEET IF NECESSARY.) o SAME AS ABOVE o NONE OR LISTED BELOW:

NAME	BUSINESS ADDRESS	CITY, STATE, ZIP CODE + 4
See Attachment

(6)	A. NAME OF REGISTERED AGENT AS APPEARS ON SECRETARY OF STATE RECORDS:
	CT CORPORATION SYSTEM
	B. REGISTERED ADDRESS AS APPEARS ON SECRETARY OF STATE RECORDS:
	800 S GAY STREET, SUITE 2021, KNOXVILLE, TN 37929
C.	INDICATE BELOW ANY CHANGES TO THE REGISTERED AGENT NAME AND/OR REGISTERED OFFICE.

(I).	CHANGE OF REGISTERED AGENT:
(II).	CHANGE OF REGISTERED OFFICE:

STREET	CITY	STATE	ZIP CODE + 4	COUNTY
		TN

(7) A. THIS BOX APPLIES ONLY TO NONPROFIT CORPORATIONS. OUR RECORDS REFLECT THAT YOUR NONPROFIT CORPORATION IS A PUBLIC BENEFIT OR A MUTUAL BENEFIT CORPORATION AS INDICATED:	o PUBLIC
If BLANK OR INCORRECT, PLEASE CHECK APPROPRIATE BOX:	o MUTUAL

B. IF A TENNESSEE RELIGIOUS CORPORATION, PLEASE CHECK BOX IF BLANK.                 o RELIGIOUS

(8) SIGNATURE	(9) DATE
/s/ Mary Kim E. Shipp	03/06/06
(10) TYPE PRINT NAME OF SIGNER:	(11) TITLE OF SIGNER
Mary Kim E. Shipp	Assistant Secretary

* * THIS REPORT MUST BE DATED AND SIGNED * *

CONTINUED ON BACK

Principal-Needles, Inc.
103 Powell Court, Suite 200
Brentwood, Tennessee 37027
(615) 372-8500

Officers:
Michael A. Wiechart	President
William F. Carpenter III	Executive Vice President and Secretary
Michael J. Culotta	Chief Financial Officer
William M. Gracey	Chief Operations Officer
R. Scott Raplee	Senior Vice President
Jonathan C. Wall	Vice President
Gary D. Willis	Vice President
William E. Hoffman, Jr.	Vice President
W. Vail Willis	Vice President
Christopher J. Monte	Vice President
Mary Kim E. Shipp	Assistant Secretary

Directors:

William F. Carpenter III
Michael J. Culotta

Mailing Address for all Officers and Directors:

103 Powell Court, Suite 200
Brentwood, TN 37027

EX-3.312

Exhibit 3.312

BYLAWS
OF
PRINCIPAL-NEEDLES, INC.

     1. Annual Meeting of the Shareholders. The annual meeting of shareholders for the election of directors and such other purposes as may be set forth in the notice of meeting shall be held at the time and place, within or outside the State of Tennessee, fixed by the board of directors.

     2. Special Meetings of the Shareholders. Special meetings of the shareholders may be held at any place within or outside the State of Tennessee upon call of the board of directors, the chairman of the board of directors, if any, the president, or the holders of at least ten percent of the issued and outstanding shares of capital stock entitled to vote.

     3. Transfer of Stock. The capital stock of the Corporation shall be transferred on the books of the Corporation by surrender of properly endorsed certificates therefor by the holders thereof or their duly authorized attorneys-in-fact. In case of transfer by attorney, the power of attorney, duly executed and acknowledged, shall be deposited with the secretary. The person in whose name stock stands on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.

     4. Directors. The business of the Corporation shall be managed by a board of directors consisting of not less than two nor more than seven members, such number of directors within such range to be fixed by action of the board of directors. The range of size for the board may be increased or decreased by the shareholders. Vacancies in the board of directors, whether resulting from an increase in the number of directors, the removal of directors for or without cause, or otherwise, may be filled by a vote of a majority of the directors then in office, although less than a quorum. Directors may be removed for or without cause by the shareholders.

     5. Meetings of the Board of Directors. Regular meetings of the board of directors may be held without notice of the date, time, place or purpose of the meeting (a) at the location of the annual meeting of shareholders immediately after the meeting in each year and (b) at such times and at such places within or outside the State of Tennessee as shall be fixed by the board of directors. Special meetings of the board of directors may be held at any place within or outside the State of Tennessee upon call of the chairman of the board of directors, if any, the president or a majority of the directors then in office, which call shall set forth the date, time and place of meeting and, if required by law, the purpose of the meeting. Written, oral, or any other mode of notice of the date, time and place of meeting shall be given for special meetings in sufficient time, which need not exceed two days in advance, for the convenient assembly of the directors. A majority of the number of directors of the Corporation then in

1

office, but in no event less than one-third of the number of directors the Corporation would have if there were no vacancies in the board of directors, shall constitute a quorum, and the vote of a majority of the directors present at the time of the vote, if a quorum is present, shall be the act of the board of directors.

     6. Officers. The board of directors shall elect a president and secretary, and such other officers as it may deem appropriate. The president, secretary, and any other officer so appointed by the board of directors are authorized to execute certificates representing shares of the Corporation’s capital stock. Persons may hold more than one office except that no person may serve as both president and secretary. Officers shall have the authority and responsibilities given them by the board of directors, and each officer shall hold office until his successor is elected and qualified, unless a different term is specified by the board of directors.

     7. Committees. By resolution adopted by the greater of (i) a majority of the directors of the Corporation then in office when the action is taken or (ii) the number of directors required by the Charter or bylaws to take action, the directors may designate from among their number one or more directors to constitute an executive committee and other committees, each of which, to the extent permitted by law, shall have the authority granted it by the board of directors.

     8. Amendment of Bylaws. The bylaws of the Corporation may be amended or repealed, and additional bylaws may be adopted, by action of the board of directors or of the shareholders, but any bylaws adopted by the shareholders may be amended or repealed only by the shareholders.

2

EX-3.313

Exhibit 3.313

PAGE 1

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS FILED FROM AND INCLUDING THE RESTATED CERTIFICATE OR A MERGER WITH A RESTATED CERTIFICATE ATTACHED OF “PROVINCE HEALTHCARE COMPANY” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF MERGER, FILED THE FIFTEENTH DAY OF APRIL, A.D. 2005, AT 9:18 O’CLOCK A.M.

2781088      8100X

110292828

You may verify this certificate online
at corp.delaware.gov/authver.shtml

/s/ Jeffrey W. Bullock  

Jeffrey W. Bullock, Secretary of State 

AUTHENTICATION: 8620236

DATE: 03-14-11

State of Delaware

Secretary of State

Division of Corporations

Delivered 09:11 AM 04/15/2005

FILED 09:18 AM 04/15/2005

SRV 050305449 - 2781088 FILE

CERTIFICATE OF MERGER

OF

PACERS ACQUISITION CORP.

WITH AND INTO

PROVINCE HEALTHCARE COMPANY

Pursuant to Section 251 of the
General Corporation Law of the State of Delaware

          The undersigned, Province Healthcare Company, a Delaware corporation (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS:

          FIRST: The name and state of incorporation of each of the constituent corporations of the merger (the “Constituent Corporations”) are as follows:

Name of Corporation	State of Incorporation
Province Healthcare Company	Delaware
Pacers Acquisition Corp.	Delaware

          SECOND: An Agreement and Plan of Merger, dated as of August 15, 2004, by and among LifePoint Hospitals, Inc.., a Delaware corporation, Lakers Holding Corp., a Delaware corporation (“Holding Company”), Lakers Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Holding Company, Pacers Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Holding Company (“Province Merger Sub”), and the Corporation, as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of January 25, 2005, and Amendment No. 2 to Agreement and Plan of Merger, dated as of March 15, 2005 (as amended, the “Merger Agreement”), to effect, among other things, the merger of Province Merger Sub with and into the Corporation (the “Merger”), has been approved, adopted, certified, executed and acknowledged by each of the Constituent Corporations in accordance with the requirements of Section 251 of the General Corporation Law of the State of Delaware (the “DGCL”).

          THIRD: The Merger shall become effective, for accounting purposes only, as of 12:00 a.m. on April 16, 2005, and for all other purposes upon the filing of this Certificate of Merger with the Secretary of State of the State of Delaware, in accordance with Section 251 and 103 of the DGCL (the “Effective Time”).

          FOURTH: The Corporation will continue as the surviving corporation of the Merger (the “Surviving Corporation”), and at the Effective Time the Certificate of Incorporation of the Surviving Corporation shall be amended as set forth in Exhibit A.

     FIFTH: The executed Merger Agreement is on file at the principal place of business of the Surviving Corporation. The address of said principal place of business is:

Province Healthcare Company
c/o LifePoint Hospitals, Inc.
103 Powell Court, Suite 200
Brentwood, Tennessee 37027

     SIXTH: A copy of the Merger Agreement will be furnished by the Surviving Corporation upon request and without cost to any stockholder of either constituent corporation.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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     IN WITNESS WHEREOF, this Certificate of Merger has been executed on this 15th day of April, 2005.

PROVINCE HEALTH CARE COMPANY
By:	/s/ Martin S. Rash
Name:	Martin S. Rash
Title:	Chairman of the Board     and Chief Executive Officer

Signature Page
Province Healthcare Company Certificate of Merger

Exhibit A

AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
PROVINCE HEALTHCARE COMPANY

     1. The name of the Corporation is Province Healthcare Company.

     2. The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801 (County of New Castle). The name of its registered agent at such address is The Corporation Trust Company.

     3. The nature of the business and the purposes to be conducted and promoted by the Corporation are to conduct any lawful business, to promote any lawful purpose and to engage in any lawful act or activity for which corporations may be organized under the DGCL.

     4. The total number of shares of stock which the Corporation shall have authority to issue is one thousand (1,000) shares of common stock, $0.01 par value per share (the “Common Stock”). Shares of the Common Stock may be issued from time to time as the Board of Directors of the Corporation shall determine and on such terms and for such consideration as shall be fixed by the Board of Directors. The amount of the authorized Common Stock of the Corporation may be increased or decreased by the affirmative vote of the holders of a majority of the outstanding stock of the Corporation entitled to vote.

     5. Elections of directors need not be by written ballot unless required by the By-Laws of the Corporation. Any director may be removed from office either with or without cause at any time by the affirmative vote of the holders of a majority of the outstanding stock of the Corporation entitled to vote, given at a meeting of the stockholders called for that purpose, or by the consent of the holders of a majority of the outstanding stock of the Corporation entitled to vote, given in accordance with DGCL Section 228.

     6. In furtherance and not in limitation of the powers conferred upon the Board of Directors by law, the Board of Directors shall have the power to make, adopt, alter, amend and

A-1

repeal from time to time the By-Laws of the Corporation subject to the right of the stockholders entitled to vote with respect thereto to alter, amend and repeal By-Laws made by the Board of Directors.

     7. The personal liability of the directors of the Corporation is hereby eliminated to the fullest extent permitted by paragraph (7) of subsection (b) of DGCL Section 102, as the same may be amended and supplemented from time to time. Any repeal or modification of this Section 8 by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

     8. The Corporation shall, to the fullest extent permitted by the provisions of DGCL Section 145, as the same may be amended and supplemented from time to time, indemnify any and all persons whom it shall have the power to indemnify under said section from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any By-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

A-2

EX-3.314

Exhibit 3.314

AMENDED AND RESTATED BY-LAWS
OF
PROVINCE HEALTHCARE COMPANY

A Delaware Corporation

(Last Revision December 9, 2002)

ARTICLE I

OFFICES

     Section 1. Registered Office. The registered office of the Corporation in the State of Delaware shall be located at 1013 Centre Road, in the City of Wilmington, County of New Castle, Delaware 19805. The name of its registered agent at such address is Corporation Service Company. The registered office and/or registered agent of the Corporation may be changed from time to time by action of the board of directors.

     Section 2. Other Offices. The Corporation may also have offices at such other places, both within and outside of the State of Delaware, as the board of directors may from time to time determine or the business of the Corporation may require.

ARTICLE II
MEETINGS OF STOCKHOLDERS

     Section 1. Place and Time of Meetings. An annual meeting of the stockholders shall be held to the extent required by the laws of the State of Delaware at such time and date as may be determined by the board of directors, for the purpose of electing directors and conducting such other proper business as may come before the meeting. At the annual meeting stockholders shall elect directors and transact such other business as properly may be brought before the meeting pursuant to Article II, Section 11 hereof.

     Section 2. Special Meetings. Special meetings of stockholders may be called for any purpose and may be held at such time and place, within or outside of the State of Delaware, as shall be stated in a notice of meeting or in a duly executed waiver of notice thereof. Such meetings may be called at any time by the chairman of the board, the chief executive officer, the president, or pursuant to a resolution adopted by the affirmative vote of at least two members then in office. The only matters that may be considered at any special meeting of the stockholders are the matters specified in the notice of the meeting.

     Section 3. Place of Meetings. The board of directors may designate any place, either within or outside of the State of Delaware, as the place of meeting for any annual meeting or for any special meeting called by the board of directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal executive office of the Corporation.

     Section 4. Notice. Whenever stockholders are required or permitted to take action at a meeting, written or printed notice stating the place, date, time, and, in the case of special meetings, the purpose or purposes, of such meeting, shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting. All such notices shall be delivered, either personally or by mail, by or at the direction of the board of directors, the chairman of the board, the president or the secretary, and if mailed, such notice shall be deemed to be delivered when

1

deposited in the United States mail, postage prepaid, addressed to the stockholder at his, her or its address as the same appears on the records of the Corporation. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.

     Section 5. Stockholders List. The officer having charge of the stock ledger of the Corporation shall make, at least 10 days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at such meeting arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

     Section 6. Quorum. The holders of a majority of the outstanding shares of capital stock entitled to vote, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders, except as otherwise provided by statute or by the certificate of incorporation. If a quorum is not present, the holders of a majority of the shares present in person or represented by proxy at the meeting, and entitled to vote at the meeting, may adjourn the meeting to another time and/or place. When a specified item of business requires a vote by a class or series (if the Corporation shall then have outstanding shares of more than one class or series) voting as a class, the holders of a majority of the shares of such class or series shall constitute a quorum (as to such class or series) for the transaction of such item of business.

     Section 7. Adjourned Meetings. When a meeting is adjourned to another time and place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

     Section 8. Vote Required. When a quorum is present, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless (i) by express provisions of an applicable law or of the certificate of incorporation a different vote is required, in which case such express provision shall govern and control the decision of such question, or (ii) the subject matter is the election of directors, in which case Section 2 of Article III hereof shall govern and control the approval of such subject matter, or the amendment of any provision listed in Article VIII, in which case Article VIII hereof shall govern and control the approval of such subject matter.

     Section 9. Voting Rights. Except as otherwise provided by the General Corporation Law of the State of Delaware or by the certificate of incorporation of the Corporation or any amendments thereto and subject to Section 3 of Article VI hereof, every stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of common stock held by such stockholder.

     Section 10. Proxies. Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for him or her by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an

2

interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the Corporation generally. Any proxy is suspended when the person executing the proxy is present at a meeting of stockholders and elects to vote, except that when such proxy is coupled with an interest and the fact of the interest appears on the face of the proxy, the agent named in the proxy shall have all voting and other rights referred to in the proxy, notwithstanding the presence of the person executing the proxy. At each meeting of the stockholders, and before any voting commences, all proxies filed at or before the meeting shall be submitted to and examined by the secretary or a person designated by the secretary, and no shares may be represented or voted under a proxy that has been found to be invalid or irregular.

     Section 11. Business Brought Before a Meeting. At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the board of directors, (b) brought before the meeting by or at the direction of the board of directors, or (c) otherwise properly brought before the meeting by a stockholder. For business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the secretary of the Corporation. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the Corporation, not less than ninety (90) days nor more than one hundred twenty (120) days prior to the meeting; provided, however, that in the event that less than one hundred (100) days’ notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be so received not later than the close of business on the tenth (10) day following the date on which such notice of the date of the annual meeting was mailed or such public disclosure was made. A stockholder’s notice to the secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting (a) a brief description of the business desired to be brought before the annual meeting, (b) the name and address, as they appear on the Corporation’s books, of the stockholder proposing such business, (c) the class and number of shares of the Corporation which are beneficially owned by the stockholder, and (d) any material interest of the stockholder in such business. Notwithstanding anything in these by-laws to the contrary, no business shall be conducted at an annual meeting except in accordance with the procedures set forth in this Section 11 of Article II. The presiding officer of an annual meeting shall, if the facts warrant, determine that the business was not properly brought before the meeting and in accordance with the provisions of this Section 11 of Article II; and if he should so determine, he shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.

ARTICLE III
DIRECTORS

     Section 1. General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the board of directors. In addition to such powers as are herein and in the certificate of incorporation expressly conferred upon it, the board of directors shall have and may exercise all the powers of the Corporation, subject to the provisions of the laws of Delaware, the certificate of incorporation and these by-laws.

     Section 2. Number, Election and Term of Office. The number of directors which shall constitute the board shall initially be eight (8), but the number of directors may be changed and established from time to time by resolution of the board. The directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote in the election of directors; provided that, whenever the holders of any class or series of capital stock of the Corporation are entitled to elect one or more directors pursuant to the provisions of the certificate of incorporation of the Corporation (including, but not limited to, for purposes of these by-laws, pursuant to

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any duly authorized certificate of designation), such directors shall be elected by a plurality of the votes of such class or series present in person or represented by proxy at the meeting and entitled to vote in the election of such directors. The directors shall be elected in this manner at the annual meeting of the stockholders, except as provided in Section 4 of this Article III. Each director elected shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

     Section 3. Removal and Resignation. Unless otherwise restricted by the Certificate of Incorporation or by law, any director or the entire board of directors may be removed, either with or without cause, from the board of directors at any meeting of stockholders by a majority of the stock represented and entitled to vote thereat; provided, however, that if the holders of any class or series of capital stock are entitled by the provisions of the Corporation’s certificate of incorporation to elect one or more directors, such director or directors so elected may be removed, either with or without cause, only by the vote of the holders of a majority of the outstanding shares of that class or series entitled to vote. Any director may resign at any time upon written notice to the Corporation.

     Section 4. Vacancies. Vacancies and newly created directorships resulting from any increase in the total number of directors established by the board pursuant to Section 2 of this Article III may be filled only by the affirmative vote of the majority of the total number of directors then in office, though less than a quorum, or by a sole remaining director. Any director elected to fill a vacancy resulting from an increase in the number of directors shall hold office for a term that shall coincide with the remaining term of the class of directors to which he is elected. A director elected to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of his predecessor. Each director so chosen shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as herein provided. Whenever holders of any class or classes of stock or series thereof are entitled by the provisions of the certificate of incorporation to elect one or more directors, vacancies of directorships pertaining to such class or classes or series may only be filled by the affirmative vote of the majority of the total number of directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected. If no such directors or director remains, then the vacancy or vacancies of directorships pertaining to such class or classes or series shall be filled by the affirmative vote of the majority of the total number of directors then in office, or by any sole remaining director.

     Section 5. Nominations.

          (a) Only persons who are nominated in accordance with the procedures set forth in these by-laws shall be eligible to serve as directors. Nominations of persons for election to the board of directors of the Corporation may be made at a meeting of stockholders (i) by or at the direction of the board of directors or (ii) by any stockholder of the Corporation who was a stockholder of record at the time of giving of notice provided for in this by-law, who is entitled to vote for the election of directors at the meeting and who shall have complied with the notice procedures set forth below in Section 5(b) of this Article III.

          (b) In order for a stockholder to nominate a person for election to the board of directors of the Corporation at a meeting of stockholders, such stockholder shall have delivered timely notice of such stockholder’s intent to make such nomination in writing to the secretary of the Corporation. To be timely, a stockholder’s notice shall be delivered to or mailed and received at the principal executive offices of the Corporation (i) in the case of an annual meeting, not less than ninety (90) nor more than one hundred twenty (120) days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than thirty (30) days before or more than seventy (70) days after such anniversary date, notice by the stockholder to be timely must be

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received not earlier than the close of business on the one hundred twentieth (120) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90) day prior to such annual meeting or the tenth (10) day following the day on which notice of the date of the meeting was mailed or public disclosure of the meeting was made, and (ii) in the case of a special meeting at which directors are to be elected, not later than the close of business on the tenth (10) day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure of the meeting was made. Such stockholder’s notice shall set forth (i) as to each person whom the stockholder proposes to nominate for election as a director at such meeting all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); (ii) as to the stockholder giving the notice (A) the name and address, as they appear on the Corporation’s books, of such stockholder and (B) the class and number of shares of the Corporation which are beneficially owned by such stockholder and also which are owned of record by such stockholder; and (iii) as to the beneficial owner, if any, on whose behalf the nomination is made, (A) the name and address of such person and (B) the class and number of shares of the Corporation which are beneficially owned by such person. At the request of the board of directors, any person nominated by the board of directors for election as a director shall furnish to the secretary of the Corporation that information required to be set forth in a stockholder’s notice of nomination which pertains to the nominee.

          (c) No person shall be eligible to serve as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 5 of Article III. The chairman of the meeting shall, if the facts warrant, determine that a nomination was not made in accordance with the procedures prescribed by this Section 5 of Article III, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded. A stockholder seeking to nominate a person to serve as a director must also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the matters set forth in this Section 5 of Article III.

     Section 6. Annual Meetings. The annual meeting of the board of directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of stockholders.

     Section 7. Other Meetings and Notice. Regular meetings, other than the annual meeting, of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by resolution of the board. Special meetings of the board of directors may be called by the chairman of the board or, upon the written request of at least a majority of the directors then in office, by the secretary of the Corporation on at least 24 hours notice to each director, either personally, by telephone, by mail, or by telecopy.

     Section 8. Chairman of the Board, Quorum, Required Vote and Adjournment. The board of directors shall elect, by the affirmative vote of the majority of the total number of directors then in office, a chairman of the board, who shall preside at all meetings of the stockholders and board of directors at which he or she is present. If the chairman of the board is not present at a meeting of the stockholders or the board of directors, the chief executive officer (if the chief executive officer is a director and is not also the chairman of the board) shall preside at such meeting, and, if the chief executive officer is not present at such meeting, a majority of the directors present at such meeting shall elect one of their members to so preside. A majority of the total number of directors then in office shall constitute a quorum for the transaction of business. Unless by express provision of an applicable law, the Corporation’s certificate of incorporation or these by-laws a different vote is required, the vote of a majority of directors present at a

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meeting at which a quorum is present shall be the act of the board of directors. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

     Section 9. Committees. The board of directors may, by resolution passed by a majority of the total number of directors then in office, designate one or more committees, each committee to consist of one or more of the directors of the Corporation, which to the extent provided in such resolution or these by-laws shall have, and may exercise, the powers of the board of directors in the management and affairs of the Corporation, except as otherwise limited by law. The board of directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

     Section 10. Committee Rules. Each committee of the board of directors may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the board of directors designating such committee. Unless otherwise provided in such a resolution, the presence of at least a majority of the members of the committee shall be necessary to constitute a quorum. Unless otherwise provided in such a resolution, in the event that a member and that member’s alternate, if alternates are designated by the board of directors as provided in Section 9 of this Article III, of such committee is or are absent or disqualified, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in place of any such absent or disqualified member.

     Section 11. Communications Equipment. Members of the board of directors or any committee thereof may participate in and act at any meeting of such board or committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear and speak with each other, and participation in the meeting pursuant to this Section 11 shall constitute presence in person at the meeting.

     Section 12. Waiver of Notice and Presumption of Assent. Any member of the board of directors or any committee thereof who is present at a meeting shall be conclusively presumed to have waived notice of such meeting except when such member attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Such member shall be conclusively presumed to have assented to any action taken unless his or her dissent shall be entered in the minutes of the meeting or unless his or her written dissent to such action shall be filed with the person acting as the secretary of the meeting before the adjournment thereof or shall be forwarded by registered mail to the secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to any member who voted in favor of such action. Any member of the board of directors or any committee thereof may also waive notice of any meeting by providing a written statement of such waiver.

     Section 13. Action by Written Consent. Unless otherwise restricted by the certificate of incorporation, any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

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ARTICLE IV
OFFICERS

     Section 1. Number. The officers of the Corporation shall be elected by the board of directors and shall consist of a chairman of the board, chief executive officer, president, one or more executive vice-presidents or vice-presidents, a chief operating officer, a chief financial officer, a secretary, a treasurer and such other officers and assistant officers as may be deemed necessary or desirable by the board of directors. Any number of offices may be held by the same person. In its discretion, the board of directors may choose not to fill any office for any period as it may deem advisable, except that the offices of president and secretary shall be filled as expeditiously as possible.

     Section 2. Election and Term of Office. The officers of the Corporation shall be elected annually by the board of directors at its first meeting held after each annual meeting of stockholders or as soon thereafter as convenient. Vacancies may be filled or new offices created and filled at any meeting of the board of directors. Each officer shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

     Section 3. Removal. Any officer or agent elected by the board of directors may be removed by the board of directors at its discretion, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

     Section 4. Vacancies. Any vacancy occurring in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors.

     Section 5. Compensation. Compensation of all officers shall be fixed by the board of directors, and no officer shall be prevented from receiving such compensation by virtue of his or her also being a director of the Corporation.

     Section 6. Chairman of the Board. The chairman of the board shall preside at all meetings of the board of directors and stockholders and shall have such other powers and perform such other duties as may be prescribed by the board of directors or provided in these by-laws. The chairman of the board is authorized to execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the Corporation. Whenever the president is unable to serve, by reason of sickness, absence or otherwise, chairman of the board shall perform all the duties and responsibilities and exercise all the powers of the president.

     Section 7. Chief Executive Officer. The chief executive officer shall have the powers and perform the duties incident to that position. Subject to the powers of the board of directors, he or she shall be in the general and active charge of the entire business and affairs of the Corporation, and shall be its chief policy-making officer. The chief executive officer is authorized to execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the Corporation. The chief executive officer shall, in the absence or disability of the chairman of the board, act with all of the powers, perform all duties and be subject to all the restrictions of the chairman of the board. The chief executive officer shall have such other powers and perform such other duties as may be prescribed by the chairman of the board or the board of directors or as may be provided in these by-laws.

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     Section 8. The President. The president of the Corporation shall, subject to the powers of the board of directors, the chairman of the board and the chief executive officer, shall have general charge of the business, affairs and property of the Corporation, and control over its officers, agents and employees; and shall see that all orders and resolutions of the board of directors and the chief executive officer are carried into effect. The president shall, in the absence or disability of the chief executive officer, act with all of the powers and be subject to all the restrictions of the chief executive officer. The president is authorized to execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the Corporation. The president shall have such other powers and perform such other duties as may be prescribed by the chairman of the board, the chief executive officer or the board of directors or as may be provided in these by-laws.

     Section 9. Chief Operating Officer. The chief operating officer of the Corporation, subject to the powers of the board of directors, the chairman of the board and the chief executive officer, shall have general and active management of the business of the Corporation; and shall see that all orders and resolutions of the board of directors are carried into effect. The chief operating officer shall have such other powers and perform such other duties as may be prescribed by the chairman of the board, the chief executive officer or the board of directors or as may be provided in these by-laws.

     Section 10. Chief Financial Officer. The chief financial officer of the Corporation shall, under the direction of the chairman of the board, the chief executive officer and the president, be responsible for all financial and accounting matters and for the direction of the offices of treasurer and controller. The chief financial officer shall have such other powers and perform such other duties as may be prescribed by the chairman of the board, the chief executive officer or the board of directors or as may be provided in these by-laws.

     Section 11. Vice-presidents. The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the board of directors or the chairman of the board, shall, in the absence or disability of the president, act with all of the powers and be subject to all the restrictions of the president. The vice-presidents shall also perform such other duties and have such other powers as the board of directors, the chairman of the board, the chief executive officer, the president or these by-laws may, from time to time, prescribe. The vice-presidents may also be designated as executive vice-presidents or senior vice-presidents, as the board of directors may from time to time prescribe.

     Section 12. The Secretary and Assistant Secretaries. The secretary shall attend all meetings of the board of directors, all meetings of the committees thereof and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purpose or shall ensure that his or her designee attends each such meeting to act in such capacity. Under the chairman of the board’s supervision, the secretary shall give, or cause to be given, all notices required to be given by these by-laws or by law; shall have such powers and perform such duties as the board of directors, the chairman of the board, the chief executive officer, the president or these by-laws may, from time to time, prescribe; and shall have custody of the corporate seal of the Corporation. The secretary, or an assistant secretary, shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his or her signature. The assistant secretary, or if there be more than one, any of the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors, the chairman of the board, the chief executive officer, the president, or secretary may, from time to time, prescribe.

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     Section 13. The Treasurer and Assistant Treasurer. The treasurer shall have the custody of the corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation; shall deposit all monies and other valuable effects in the name and to the credit of the Corporation as may be ordered by the chairman of the board, the chief executive officer, the chief financial officer or the board of directors; shall cause the funds of the Corporation to be disbursed when such disbursements have been duly authorized, taking proper vouchers for such disbursements; and shall render to the chairman of the board, the chief financial officer and the board of directors, at its regular meeting or when the board of directors so requires, an account of the Corporation; shall have such powers and perform such duties as the board of directors, the chairman of the board, the chief executive officer, the president, chief financial officer or these by-laws may, from time to time, prescribe. If required by the board of directors, the treasurer shall give the Corporation a bond (which shall be rendered every six years) in such sums and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of the office of treasurer and for the restoration to the Corporation, in case of death, resignation, retirement, or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in the possession or under the control of the treasurer belonging to the Corporation. The assistant treasurer, or if there are more than one, the assistant treasurers in the order determined by the board of directors shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer. The assistant treasurers shall perform such other duties and have such other powers as the board of directors, the chairman of the board, the chief executive officer, the president, the chief financial officer, treasurer or these by-laws may, from time to time, prescribe.

     Section 14. Other Officers, Assistant Officers and Agents. Officers, assistant officers and agents, if any, other than those whose duties are provided for in these by-laws, shall have such authority and perform such duties as may from time to time be prescribed by resolution of the board of directors.

     Section 15. Absence or Disability of Officers. In the case of the absence or disability of any officer of the Corporation and of any person hereby authorized to act in such officer’s place during such officer’s absence or disability, the board of directors may by resolution delegate the powers and duties of such officer to any other officer or to any director, or to any other person selected by it.

ARTICLE V
INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS

     Section 1. Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved (including involvement as a witness) in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter, an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director or officer or in any other capacity while serving as a director or officer, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior thereto), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA exercise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in Section 2 of Article V with

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respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the board of directors of the Corporation. The right to indemnification conferred in this Section 1 of Article V shall be a contract right and shall include, to the extent permitted by law, the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advance of expenses”); provided, however, that, if and to the extent that the Delaware General Corporation Law requires, an advance of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 1 of Article V or otherwise. The Corporation may, by action of its board of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

     Section 2. Procedure for Indemnification. Any indemnification of a director or officer of the Corporation or advance of expenses under Section 1 of this Article V shall be made promptly, and in any event within forty-five (45) days (or, in the case of an advance of expenses, twenty (20) days), upon the written request of the director or officer. If a determination by the Corporation that the director or officer is entitled to indemnification pursuant to this Article V is required, and the Corporation fails to respond within sixty (60) days to a written request for indemnity, the Corporation shall be deemed to have approved the request. If the Corporation denies a written request for indemnification or advance of expenses, in whole or in part, or if payment in full pursuant to such request is not made within forty-five (45) days (or, in the case of an advance of expenses, twenty (20) days), the right to indemnification or advances as granted by this Article V shall be enforceable by the director or officer in any court of competent jurisdiction. Such person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of expenses where the undertaking required pursuant to Section 1 of this Article V, if any, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the Delaware General Corporation Law for the Corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the Corporation. Neither the failure of the Corporation (including its board of directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its board of directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. The procedure for indemnification of other employees and agents for whom indemnification is provided pursuant to Section 1 of this Article V shall be the same procedure set forth in this Section 2 for directors or officers, unless otherwise set forth in the action of the board of directors providing indemnification for such employee or agent.

     Section 3. Service for Subsidiaries. Any person serving as a director, officer, employee or agent of a Subsidiary shall be conclusively presumed to be serving in such capacity at the request of the Corporation.

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     Section 4. Reliance. Persons who after the date of the adoption of this provision become or remain directors or officers of the Corporation or who, while a director or officer of the Corporation, become or remain a director, officer, employee or agent of a Subsidiary, shall be conclusively presumed to have relied on the rights to indemnity, advance of expenses and other rights contained in this Article V in entering into or continuing such service. The rights to indemnification and to the advance of expenses conferred in this Article V shall apply to claims made against an indemnitee arising out of acts or omissions which occurred or occur both prior and subsequent to the adoption hereof.

     Section 5. Non-Exclusivity of Rights. The rights to indemnification and to the advance of expenses conferred in this Article V shall not be exclusive of any other right which any person may have or hereafter acquire under this Certificate of Incorporation or under any statute, by-law, agreement, vote of stockholders or disinterested directors or otherwise.

     Section 6. Insurance. The Corporation may purchase and maintain insurance on its own behalf and on behalf of any person who is or was a director, officer, employee or agent of the Corporation or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss asserted against him or her and incurred by him or her in any such capacity, whether or not the Corporation would have the power to indemnify such person against such expenses, liability or loss under the Delaware General Corporation Law.

ARTICLE VI
CERTIFICATES OF STOCK

     Section 1. Form. Every holder of stock in the Corporation shall be entitled to have a certificate, signed by, or in the name of the Corporation by the chairman of the board, the president or a vice-president and the secretary or an assistant secretary of the Corporation, certifying the number of shares owned by such holder in the Corporation. If such a certificate is countersigned (1) by a transfer agent or an assistant transfer agent other than the Corporation or its employee or (2) by a registrar, other than the Corporation or its employee, the signature of any such chairman of the board, president, vice-president, secretary, or assistant secretary may be facsimiles. In case any officer or officers who have signed, or whose facsimile signature or signatures have been used on, any such certificate or certificates shall cease to be such officer or officers of the Corporation whether because of death, resignation or otherwise before such certificate or certificates have been delivered by the Corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the Corporation. All certificates for shares shall be consecutively numbered or otherwise identified. The name of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the books of the Corporation. Shares of stock of the Corporation shall only be transferred on the books of the Corporation by the holder of record thereof or by such holder’s attorney duly authorized in writing, upon surrender to the Corporation of the certificate or certificates for such shares endorsed by the appropriate person or persons, with such evidence of the authenticity of such endorsement, transfer, authorization, and other matters as the Corporation may reasonably require, and accompanied by all necessary stock transfer stamps. In that event, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate or certificates, and record the transaction on its books. The board of directors may appoint a bank or trust company organized under the laws of the United States or any state thereof to act as its transfer agent or registrar, or both in connection with the transfer of any class or series of securities of the Corporation.

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     Section 2. Lost Certificates. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates previously issued by the Corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. When authorizing such issue of a new certificate or certificates, the Corporation may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate or certificates, or his or her legal representative, to give the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against the Corporation on account of the loss, theft or destruction of any such certificate or the issuance of such new certificate.

     Section 3. Fixing a Record Date for Stockholder Meetings. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the board of directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the next day preceding the day on which notice is first given. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

     Section 4. Fixing a Record Date for Other Purposes. In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment or any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purposes of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

     Section 5. Registered Stockholders. Prior to the surrender to the Corporation of the certificate or certificates for a share or shares of stock with a request to record the transfer of such share or shares, the Corporation may treat the registered owner as the person entitled to receive dividends, to vote, to receive notifications, and otherwise to exercise all the rights and powers of an owner. The Corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof.

     Section 6. Subscriptions for Stock. Unless otherwise provided for in the subscription agreement, subscriptions for shares shall be paid in full at such time, or in such installments and at such times, as shall be determined by the board of directors. Any call made by the board of directors for payment on subscriptions shall be uniform as to all shares of the same class or as to all shares of the same series. In case of default in the payment of any installment or call when such payment is due, the Corporation may proceed to collect the amount due in the same manner as any debt due the Corporation.

ARTICLE VII
GENERAL PROVISIONS

     Section 1. Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, in accordance with applicable law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation. Before

12

payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or any other purpose and the directors may modify or abolish any such reserve in the manner in which it was created.

     Section 2. Checks, Drafts or Orders. All checks, drafts, or other orders for the payment of money by or to the Corporation and all notes and other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation, and in such manner, as shall be determined by resolution of the board of directors or a duly authorized committee thereof.

     Section 3. Contracts. In addition to the powers otherwise granted to officers pursuant to Article IV hereof, the board of directors may authorize any officer or officers, or any agent or agents, of the Corporation to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

     Section 4. Loans. The Corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the Corporation or of its subsidiaries, including any officer or employee who is a director of the Corporation or its subsidiaries, whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the Corporation. The loan, guaranty or other assistance may be with or without interest, and may be unsecured, or secured in such manner as the board of directors shall approve, including, without limitation, a pledge of shares of stock of the Corporation. Nothing in this section contained shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the Corporation at common law or under any statute.

     Section 5. Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the board of directors.

     Section 6. Corporate Seal. The board of directors shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the Corporation and the words “Corporate Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

     Section 7. Voting Securities Owned By Corporation. Voting securities in any other corporation held by the Corporation shall be voted by the chairman of the board, the chief executive officer, the president or a vice-president, unless the board of directors specifically confers authority to vote with respect thereto, which authority may be general or confined to specific instances, upon some other person or officer. Any person authorized to vote securities shall have the power to appoint proxies, with general power of substitution.

     Section 8. Inspection of Books and Records. Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the Corporation’s stock ledger, a list of its stockholders, and its other books and records, and to make copies or extracts therefrom. A proper purpose shall mean any purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the Corporation at its registered office in the State of Delaware or at its principal place of business. The Corporation shall have a reasonable amount of time to respond to any such request.

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     Section 9. Section Headings. Section headings in these by-laws are for convenience of reference only and shall not be given any substantive effect in limiting or otherwise construing any provision herein.

     Section 10. Inconsistent Provisions. In the event that any provision of these by-laws is or becomes inconsistent with any provision of the certificate of incorporation, the General Corporation Law of the State of Delaware or any other applicable law, the provision of these by-laws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect.

ARTICLE VIII
AMENDMENTS

     These by-laws may be amended, altered, or repealed and new by-laws adopted at any meeting of the board of directors by the affirmative vote of the majority of the total number of directors then in office. The fact that the power to adopt, amend, alter, or repeal the by-laws has been conferred upon the board of directors shall not divest the stockholders of such powers as set forth in the certificate of incorporation; provided, that Sections 2 and 11 of Article II, Sections 2, 3, 4 and 5 of Article III and Article V of these by-laws of the Corporation shall not be altered, amended or repealed by, and no provision inconsistent therewith shall be adopted by, the stockholders without the affirmative vote of the holders of at least 80% of the outstanding shares of common stock.

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EX-3.315

Exhibit 3.315

PAGE 1

     I , JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “PUTNAM AMBULATORY SURGERY CENTER, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE THIRTIETH DAY OF DECEMBER, A.D. 2004, AT 2:01 O’CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “PUTNAM AMBULATORY SURGERY CENTER, LLC”

		/s/ Jeffrey W. Bullock
		Jeffrey W. Bullock, Secretary of State
3905144 8100H		AUTHENTICATION: 8620240
110292834		DATE: 03-14-11
You may verify this certificate online at corp.delaware.gov/authver.shtml

Certificate of Formation
of
Putnam Ambulatory Surgery Center, LLC

     The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

     FIRST: The name of the limited liability company is Putnam Ambulatory Surgery Center, LLC (the “Company”).

     SECOND: The address of the registered office and the name and address of the registered agent of the Company required to be maintained by Section 18.104 of the Act is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of December 30, 2004.

By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Authorized Person

State of Delaware

Secretary of State

Division of Corporation

Delivered 02:20 PM 12/30/2004

FILED 02:01 PM 12/30/2004

SRV 040953808 – 3905144 FILE

EX-3.316

Exhibit 3.316

THE MEMBERSHIP INTERESTS CREATED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE FLORIDA SECURITIES AND INVESTOR PROTECTION ACT AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH ACTS. EXCEPT AS SPECIFICALLY OTHERWISE PROVIDED IN THIS AGREEMENT, THE INTERESTS MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT REGISTRATION UNDER SUCH ACTS OR AN OPINION OF COUNSEL THAT SUCH TRANSFER MAY BE LEGALLY EFFECTED WITHOUT SUCH REGISTRATION. ADDITIONAL RESTRICTIONS ON TRANSFER AND SALE ARE SET FORTH IN THIS AGREEMENT.

AMENDED AND RESTATED OPERATING AGREEMENT

OF

PUTNAM AMBULATORY SURGERY CENTER, LLC

(a Delaware Limited Liability Company)

TABLE OF CONTENTS

	Page
1. DEFINITIONS		1
2. ORGANIZATION		9
2.1. Formation		9
2.2. Name		9
2.3. Principal Office		9
2.4. Term		9
2.5. Registered Agent and Office		10
2.6. No State Law Partnership		10
3. PURPOSES AND POWERS OF THE COMPANY; NATURE OF THE BUSINESS OF THE COMPANY		10
3.1. Purposes		10
3.2. Special Purpose		10
3.3. Powers		10
4. CAPITAL CONTRIBUTIONS, CAPITAL ACCOUNTS, LOANS		10
4.1. Ownership Interests		10
4.2. Additional Contributions		11
4.3. No Interest or Right to Withdraw		12
4.4. Capital Accounts		12
4.5. Effect of Transfer of Units		12
4.6. No Negative Capital Account Make-up		12
4.7. Loans		12
5. ALLOCATION OF INCOME AND LOSS		13
5.1. Allocation of Net Profit and Net Loss		13
5.2. Regulatory and Special Allocations		13
5.3. Allocations in Case of Transfers		13
5.4. Modification		13
6. DISTRIBUTIONS		13
6.1. Distribution of Cash Available for Distribution		13
6.2. Compensation or Reimbursement Not a Distribution		14
6.3. Consequences of Distributions		14
6.4. Tax Credits		14
7. BOOKS OF ACCOUNT, TAX COMPLIANCE AND FISCAL YEAR		14
7.1. Books and Records		14
7.2. Financial Statements		14
7.3. Tax Returns and Information		15
7.4. Tax Audits		15
7.5. Fiscal Year		16

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	Page
8. POWERS OF MANAGER		16
8.1. Appointment; Rights and Powers of Manager		16
8.2. Right to Rely on Manager		16
8.3. Appointment as Attorney-in-Fact		16
8.4. Effect of Power of Attorney		17
8.5. Independent Activities		17
9. RIGHTS AND STATUS OF MEMBERS		17
9.1. General		17
9.2. Limitation of Liability		17
9.3. Approval of the Class A Members		17
10. ADMISSION AND WITHDRAWAL OF MEMBERS AND CERTAIN TRANSFERS OF COMPANY INTERESTS		18
10.1. Admission of Class A Members		18
10.2. Required Transfer of Member’s Interest		18
10.2.1. Terminating Event		18
10.2.2. Subsequent Legislation		20
10.3. Restrictive Covenant		21
10.4. Payment of Purchase Price of Member’s Interest		22
11. MEETINGS AND MEANS OF VOTING		23
11.1. Meetings of the Members		23
11.2. Vote By Proxy		23
11.3. Conduct of Meeting		23
11.4. Action Without a Meeting		24
11.5. Closing of Transfer Record; Record Date		24
12. GOVERNING BOARD AND MEDICAL EXECUTIVE COMMITTEE		24
12.1. Governing Board		24
12.2. Powers of the Governing Board		25
12.3. Manner of Exercise of Governing Board’s Authority		26
12.4. Meetings of the Governing Board		26
12.5. Quorum		27
12.6. Vote By Proxy		27
12.7. Action Without a Meeting		27
12.8. Medical Executive Committee		27
12.9. Liability of Covered Persons for Actions		27
13. TRANSFER OF RIGHTS		28
13.1. Transfers by Members		28
13.2. Substituted Member		29
13.3. Basis Adjustment		30
13.4. Transfer Procedures		30
13.5. Invalid Transfer		30
13.6. Additional Requirements for Admission to the Company		30
13.7. Amendment to Schedule 1		30

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	Page
14. DISSOLUTION		30
14.1. Causes		30
14.2. Reconstitution		31
15. WINDING UP AND TERMINATION		31
15.1. Sale of Assets		31
15.2. Distributions in Accordance with Capital Accounts		31
15.3. Deemed Contribution and Distribution		32
16. MISCELLANEOUS		32
16.1. Notices		32
16.2. Amendments		32
16.3. Consolidation		33
16.4. Schedules		33
16.5. Entire Agreement		33
16.6. Divisions and Headings		33
16.7. Gender and Number		34
16.8. Severability		34
16.9. Governing Law and Venue		34
16.10. Benefit/Assignment		34
16.11. Waiver		34
16.12. Attorneys’ Fees		34
16.13. Time		34
16.14. Business Day		34
16.15. Waiver of Jury Trial		34
16.16. Construction		35
16.17. Waiver of Partition		35
16.18. Additional Documents		35

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AMENDED AND RESTATED OPERATING AGREEMENT

OF

PUTNAM AMBULATORY SURGERY CENTER, LLC
(a Delaware Limited Liability Company)

     This AMENDED AND RESTATED OPERATING AGREEMENT is entered into and shall be effective as of the 15th day of February, 2007 (the “Effective Date”), by and among each person named as a Member on Schedule 1 attached hereto and all other persons who may hereafter become Members under the terms of this Agreement.

W I T N E S S E T H:

     WHEREAS, the parties hereto desire to amend and restate the Limited Liability Company Agreement of the Company, dated December 30, 2004; and

     WHEREAS, the Members desire to set forth herein their respective relationships, rights, obligations and agreements with respect to the Company and the governance thereof.

     NOW, THEREFORE, for and in consideration of the premises, agreements and covenants hereinafter set forth and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Members agree as follows:

1. DEFINITIONS

     As used herein the following terms have the following meanings:

     “Accounting Principles” means the accounting principles of the Company determined by the Class B Member, applied on a consistent basis.

     “Act” means the Delaware Limited Liability Company Act, as amended from time to time.

     “Additional Capital Contributions” shall have the meaning as set forth in Section 4.2(a).

     “Adjusted Capital Contribution” shall mean the Capital Contribution (as defined below) of a Member reduced, but not below zero, by cash distributions to such Member and items of tax deduction or loss allocated to such Member. A Substituted Member shall succeed to the Adjusted Capital Contribution of his predecessor.

     “Affiliate” means, with respect to any Person, (i) any person directly or indirectly controlling, controlled by or under common control with such Person; (ii) any person owning or controlling ten percent (10%) or more of the outstanding voting securities of such Person; (iii) any officer, director, member or partner of such Person; (iv) any company in which such Person is an officer, director, member or partner and (v) in the case of a Class A Member, also includes (a) a Family Member of such Class A Member; (b) any trust for the benefit of a

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Class A Member; (c) any Affiliate of a Family Member and (d) any entity through or on behalf of which the Class A Member provides medical services.

     “Agreement” means this Amended and Restated Operating Agreement of Putnam Ambulatory Surgery Center, LLC, including all Schedules and Exhibits hereto, as such Agreement, Schedules or Exhibits may be amended from time to time pursuant to Section 16.2 hereof.

     “Approval of the Class A Members” or “Approved by the Class A Members” means the approval of the holders of at least a majority of the Class A Units represented (in person or by proxy) at a meeting at which at least a majority of the outstanding Class A Units are represented (in person or by proxy); provided, however, that any Class A Units held by the Class B Member shall be excluded from all votes of the Class A Members and will not be considered in the number of Class A Units necessary for approval and provided, further, however, that any Class A Member who is a party to an agreement subject to approval shall be excluded from the vote on such agreement and such Member’s Class A Units will not be considered in the number of Class A Units necessary for approval.

     “Approval of the Governing Board”, “Approved by the Governing Board” and similar expressions mean approval given by not less than a majority of the Governors.

     “Approval of the Members” or “Approved by the Members” means the approval of at least a majority of the aggregate Sharing Percentages of all Members.

     “Bankruptcy” means, as to any Member, the Member’s taking or acquiescing to the taking of any action seeking relief under, or advantage of, any applicable debtor relief, liquidation, receivership, conservatorship, bankruptcy, moratorium, rearrangement, insolvency, reorganization or similar law affecting the rights or remedies of creditors generally, as in effect from time to time. For the purpose of this definition, the term “acquiescing” shall include, without limitation, the failure to file within the time specified by law, an answer or opposition to any proceeding against such Member under any such law and a failure to file, within thirty (30) days after its entry, a petition, answer or motion to vacate or to discharge any order, judgment or decree providing for any relief under any such law.

     “Call Notice” shall have the meaning as set forth in Section 4.2(a).

     “Capital Account” means, as to each Member, an account that is increased by his Capital Contribution and allocations of Net Profit and items thereof to him and decreased by distributions and allocations of Net Loss and items thereof to him and otherwise maintained in accordance with the Code and Regulation Section 1.704-1(b) as determined necessary by the Class B Member so that such allocations in Article 5 of this Agreement are respected for federal income tax purposes.

     “Capital Contribution” means the amount of all cash, notes, and the fair market value of other property, tangible or intangible, contributed by a Member to the capital of the Company (even if all or part of such contribution is contemporaneously or subsequently used for the redemption of Units from another Member).

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     “Cash Available for Distribution” means all cash funds of the Company on hand or in bank accounts beneficially owned by the Company, other than proceeds received from the sale of Units after the date hereof, less the sum of the following to the extent paid or set aside, in such amounts and for such time periods as the Manager deems appropriate, by the Company:

     (a) All regularly scheduled principal and interest payments on indebtedness of the Company and all other sums paid to lenders;

     (b) All cash expenditures incurred incidental to the operation of the Company’s business pursuant to the operating and capital budgets; and

     (c) The Reserve.

     “Cash Management Agreement” shall have the meaning as set forth in Section 4.7.

     “Center” means an ambulatory surgery center located at 414 Zeagler Drive, Palatka, Florida 32177.

     “Certificate of Formation” means the Certificate of Formation of the Company, as heretofore or hereafter amended.

     “Class A Governors” means the members of the Governing Board elected or appointed from time to time by the Class A Members, the number of which shall be determined pursuant to Section 12.1. Each Class A Governor must be a Class A Member.

     “Class B Governors” means the members of the Governing Board elected or appointed from time to time by the Class B Member, the number of which shall be determined pursuant to Section 12.1.

     “Class A Member” means any Member who is not a Class B Member; provided, however, that the Class B Member shall be deemed a Class A Member to the extent that it holds Class A Units for the sole purpose of determining the Sharing Percentage to be allocated to the Class B Member for such Class A Units held by the Class B Member.

     “Class A Percentage Interest” shall mean, as to each Class A Member, the percentage obtained by dividing the number of Class A Units then owned by such Class A Member by the total number of Class A Units then owned by all Class A Members.

     “Class B Member” means Putnam Community Medical Center, LLC, a Delaware limited liability company, and/or any Affiliate of LifePoint which holds a Unit(s).

     “Class B Member Purchase Right” shall have the meaning as set forth in Section 10.2.1(b).

     “Code” means the Internal Revenue Code of 1986, as amended from time to time. All references herein to Sections of the Code shall include any provision or any corresponding provisions of succeeding law.

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     “Company” means Putnam Ambulatory Surgery Center, LLC, a Delaware limited liability company, the business and affairs of which are governed by this Agreement.

     “Covered Persons” shall have the meaning as set forth in Section 12.9(a).

     “Effective Date” shall have the meaning as set forth in the recitals.

     “Facility Lease” means that certain Lease Agreement, dated ______, 200___, by and between the Class B Member and the Company.

     “Family Member” means a person’s siblings, ancestors and lineal descendants, as well as the spouse of each, and such person’s spouse.

     “Fiscal Year” means (a) any twelve (12) month period commencing on January 1 and ending on December 31 or (b) any portion of the period described in clause (a) for which the Company is required to allocate Net Profits, Net Losses and other items of Company income, gain, loss or deduction pursuant to Article 5 hereof.

     “Formula Value” means four times the average Trailing EBITDA less Company long-term debt for the most recently ended three fiscal years of the Company, provided, however, that, if, at the time the Formula Value is being calculated, the Company has been in existence for less than three fiscal years, the Formula Value shall be four times the average Trailing EBITDA less Company long-term debt for the most recently ended two fiscal years of the Company; provided, further, that, if, at the time the Formula Value is being calculated, the Company has been in existence for less than two fiscal years, the Formula Value shall be four times the actual Trailing EBITDA less Company long-term debt for the most recently ended fiscal year of the Company; provided, further, that, if, at the time the Formula Value is being calculated, the Company has been in existence for less than one fiscal year, the Formula Value shall be four times the annualized EBITDA less Company long-term debt using the months ended at the time the Formula Value is being calculated.

     “Governing Board” has the meaning set forth in Section 12.1.

     “Governors” means the Class B Governors and the Class A Governors.

     “Grandfathered Interest” means an ownership interest in a Competing Business owned by a Member on the date set forth in the offering documents pursuant to which the Member became a member or the date otherwise established by the Governing Board and that is identified in the Member’s Subscription Agreement; provided, however, any increase in a Member’s ownership in a Competing Business shall not be a Grandfathered Interest and, provided further, in the event any Competing Business expands, changes its location or adds a new location, the ownership of such Competing Business shall cease to be a Grandfathered Interest, unless any such event occurs without the assistance or approval of the Member holding the Grandfathered Interest and without such Member providing any additional capital to the Competing Business, whether as equity or debt, or providing any additional credit enhancement for the Competing Business’ obligations, whether as a guarantor or otherwise.

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     “Hospital” means Putnam Community Medical Center.

     “LifePoint” means LifePoint Hospitals, Inc., a Delaware corporation, and any successor thereto.

     “LifePoint Foreclosure” shall have the meaning as set forth in Section 13.1(c).

     “LifePoint Interest” shall have the meaning as set forth in Section 13.1(c).

     “LifePoint Pledgee” shall have the meaning as set forth in Section 13.1(c).

     “Management Agreement” means that certain Management Agreement by and between the Class B Member (or its Affiliate or proper designee) and the Company.

     “Manager” means the Class B Member or any replacement Manager Approved by the Governing Board.

     “Master Equipment Lease” means that certain Master Equipment Lease, dated                     , 200___, by and between the Class B Member and the Company.

     “Member” means any Class B Member or Class A Member or Substituted Member as set forth on Schedule 1 as amended from time to time, but excludes any Person who ceases to be a Member of the Company pursuant to this Agreement. “Members” means all of the Persons who are members of the Company.

     “Membership Interest” shall mean a Member’s entire interest in the Company, including the Member’s interest in Cash Available for Distributions, Net Profits and Net Losses, and the Member’s right to vote on or participate in governance or management of the Company.

     “Net Profits” and “Net Losses” means, for each Fiscal Year, an amount equal to the Company’s taxable income or loss for such Fiscal Year, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments:

     (a) any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Net Profits or Net Losses shall be added to such taxable income or loss;

     (b) any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Regulations Section 1.704-(1)(b)(2)(iv)(i), and not otherwise taken into account in computing Net Profits or Net Losses shall be subtracted from such taxable income or loss;

     (c) if the book value of property is adjusted pursuant to Regulations Sections 1.704-1(b)(2)(iv)(f) or (e), such adjustment shall be taken into account as gain or loss from the disposition of an asset and, in lieu of depreciation as calculated for federal income tax purposes, subsequently such deductions shall be computed in

5

accordance with Regulations Sections 1.704- 1(b)(2)(iv)(g)(3) or 1.704-3(d)(2), as the case may be, and subsequent calculations of gain or loss resulting from the disposition of an asset for federal income tax purposes shall be computed by reference to its book value as reflected in Members’ Capital Accounts rather than its adjusted tax basis;

     (d) to the extent an adjustment to the tax basis of any Company asset pursuant to Code Section 734(b) of Code Section 743(b) is required pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as a result of a distribution other than in liquidation of a Member’s interest in the Company, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decrease the basis of the asset) from the disposition of the asset and shall be taken into account for purposes of computing Net Profits and Net Losses; and

     (e) any items which are specially allocated pursuant to Sections 5.1(b) and 5.2 hereof shall not be taken into account in computing Net Profits or Net Losses.

     The amount of items of Company income, gain, loss or deduction available to be specially allocated pursuant to Sections 5.1(b) and 5.2 hereof shall be determined by applying rules analogous to those set forth in paragraphs (a) through (d) above.

     “Operating Agreement” shall have the meaning as set forth in the recitals.

     “Owner” shall mean the shareholder or member of a Physician Entity.

     “Owner Restriction Agreement” shall mean a written agreement between an Owner and the Company in the form and substance of Exhibit A hereto.

     “Permitted Pledgee Transferee” shall have the meaning as set forth in Section 13.1(c)

     “Person” means any individual, partnership, corporation, trust, limited liability company or other entity.

     “Physician Entity” shall mean any entity wholly-owned by a Physician Investor.

     “Physician Investors” means licensed physicians, or entities wholly-owned by such physicians, actively practicing full-time clinical medicine in the State of Florida who, in the case of physicians, are in a position to use the Center as an extension of their medical practice as evidenced by compliance with all of the following requirements: (a) have staff privileges to perform surgical procedures at the Center and at a JCAHO accredited hospital, (b) receive at least one-third of their professional income from performing outpatient surgical procedures or providing anesthesia in connection with outpatient surgical procedures, (c) perform at least one-third of their outpatient surgical procedures at the Center; (d) maintain medical malpractice insurance in accordance with the Center’s medical staff bylaws; (e) treat Center patients receiving medical benefits or assistance under a federal health care program in a non-discriminatory manner; and (f) fully inform

6

all patients they refer to the Center of their investment in the Company. Each Class A Member must certify (and, in the case of a Physician Entity, its Owner must certify) annually to the Company that it qualifies as a Physician Investor.

     “Regulations” means, except as expressly provided to the contrary herein, the regulations promulgated by the United States Department of the Treasury pursuant to and in respect of provisions of the Code. Unless otherwise provided herein and subject to applicable transition rules, if any, all references to sections of the Regulations shall include any corresponding provision or provisions of succeeding, substitute, proposed, or final Regulations the effective dates of which are applicable to the Company.

     “Reserve” means a cash reserve equal to sixty (60) days of the Company’s operating expenses plus sixty (60) days of the Company’s debt service payments or such other amount as determined by the Manager.

     “Retirement” or “Retires” means a Class A Member or Owner, as the case may be, who regularly practices medicine for less than 20 hours per week.

     “Sharing Percentage” shall mean, as to each Member, the percentage obtained by dividing the number of Units then owned by such Member by the total number of Units then owned by all Members. The Members hereby agree that their Sharing Percentages shall constitute their “interests in the Company profits” for purposes of determining their respective shares of the Company’s “excess non-recourse liabilities” (within the meaning of Section 1.752-3(a)(3) of the Regulations).

     “Substituted Member” means any Person admitted to the Company as a Member pursuant to Section 13.2.

     “Tax Matters Member” shall have the meaning as set forth in Section 7.4.

     “Terminating Event” means any of the following:

     (a) A Class A Member has breached the terms and conditions of this Agreement as determined in the reasonable discretion of the Governing Board, including without limitation, violating the restrictions on competing businesses or a breach of the transfer restrictions set forth in Article 10;

     (b) A Class A Member, as determined in the reasonable discretion of the Governing Board, (i) has disrupted the affairs of the Company, (ii) has been excluded from participation in Medicare or any federal health care or Medicaid program, (iii) has been convicted of a criminal offense described in 42 U.S.C. Section 1320a-7b(b), (iv) has been removed from the medical staff of the Center or has had an adverse action taken against his or her clinical privileges at the Center lasting for more than 30 days or (v) has lost his or her license to practice medicine;

     (c) A Class A Member (i) who is an individual ceases to qualify as a Physician Investor, as determined by the Governing Board, or fails to certify to the Company that he qualifies as a Physician Investor, (ii) that is a Physician Entity ceases to qualify as a Physician Entity, as determined by the Governing Board, or

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fails to certify to the Company upon the Company’s request that it qualifies as a Physician Entity, or (iii) that is a Physician Entity and has any Owner on the date it becomes a Class A Member who has not executed the Owner Restriction Agreement or the Physician Entity admits any Owner thereafter who does not execute the Owner Restriction Agreement and deliver it to the Company within thirty (30) days following his admission as or otherwise becoming an Owner of the Physician Entity;

     (d) Bankruptcy of a Class A Member;

     (e) Death or disability (as such disability is determined in the reasonable discretion of the Governing Board) of a Class A Member;

     (f) Retirement of a Class A Member or relocation outside of a 50 mile radius of the Center; or

     (g) As to a Class A Member that is a Physician Entity, has any Owner who:

     (i) breaches the terms and conditions of an Owner Restriction Agreement as determined in the reasonable discretion of the Governing Board;

     (ii) as determined in the reasonable discretion of the Governing Board, (A) has disrupted the affairs of the Company, (B) has been excluded from participation in Medicare or any federal health care or Medicaid program, (C) has been convicted of a criminal offense described in 42 U.S.C. Section 1320a-7b(b), (D) has been removed from the medical staff of the Center or has had an adverse action taken against its clinical privileges at the Center lasting for more than 30 days or (E) has lost his or her license to practice medicine;

     (iii) ceases to qualify as a Physician Investor, as determined by the Governing Board, or fails to certify to the Company upon the Company’s request that he qualifies as a Physician Investor;

     (iv) experiences an event of Bankruptcy;

     (v) dies or becomes disabled (as such disability is determined in the reasonable discretion of the Governing Board); or

     (vi) Retires or relocates outside of a 50 mile radius of the Center.

     “Termination Notice” shall have the meaning as set forth in Section 10.2.1(a).

     “Trailing EBDITA” means the earnings of the Company before depreciation, interest, taxes and amortization for the most recently ended fiscal year of the Company, all of which components shall be determined by the Class B Member in accordance with the Accounting Principles.

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     “Transfer” means any involuntary or voluntary sale, lease, pledge, assignment, grant of a security interest, subcontract, dividend, merger, consolidation, gift or other disposition, direct or indirect, by operation of law or otherwise. A change in ownership of LifePoint or the Class B Member, or their successors, including a change of control, or a sale by LifePoint or the Class B Member, or their successors, of all, or substantially all of its assets shall not be treated as a Transfer of the Class B Member’s Units. In addition, transfer by LifePoint or the Class B Member of its Membership Interest in the Company to an Affiliate of LifePoint or the Class B Member shall not be deemed a Transfer.

     “Transfer Restrictive Agreement” shall have the meaning as set forth in Section 13.1(b)(iv).

     “Units” means all of the issued and outstanding Membership Interests in the Company. “Unit” means any one of the Units. “Class A Units” and “Class B Units” mean Units held by Class A Members and Class B Members, respectively. The Company may issue fractional Units, and any reference to a Unit or Units herein shall include any fraction of a Unit.

     The definitions in this Article 1 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes,” and “including” shall be deemed to be followed by the phrase “without limitation.” All references to Articles and Sections shall be deemed references to Articles and Sections of this Agreement, unless the context shall otherwise require, and the use of captions and headings in connection therewith are solely for convenience and shall have no legal effect in construing the provisions of this Agreement. All references herein to Schedule shall be deemed to be references to the Schedule(s) attached to this Agreement. The terms “this Agreement,” “hereof,” “hereunder” and similar expressions refer to this Agreement as a whole and not to any particular Article or Section or other portion hereof and include any agreement supplemental hereto. The conjunction “or” shall be understood in its inclusive sense (and/or).

2. ORGANIZATION

     2.1. Formation. The Company was formed pursuant to the Act by causing the Certificate of Formation to be filed with the Delaware Secretary of State. Except as stated in this Agreement, the Act and the Certificate of Formation shall govern the rights and liabilities of the Members.

     2.2. Name. The name of the Company is “Putnam Ambulatory Surgery Center, LLC,” and the business of the Company shall be conducted under that name or such other name or names as may be Approved by the Governing Board from time to time.

     2.3. Principal Office. The principal office of the Company shall be located at such place or places as may be determined by the Governing Board from time to time.

     2.4. Term. The Company was formed on December 30, 2004, the date the Certificate of Formation was filed with the Delaware Secretary of State, and shall continue until the date on which the Company is dissolved pursuant to Article 14 and thereafter, to

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the extent provided for by applicable law, until wound up and terminated pursuant to Article 15 hereof.

     2.5. Registered Agent and Office. The Company’s registered office within the State of Delaware and its registered agent at such address shall be as determined by the Governing Board from time to time.

     2.6. No State Law Partnership. The Members intend that the Company not be a partnership or joint venture and that no Member be a partner or joint venturer of any other Member as a result of being Members, for any purposes other than federal and state tax purposes, and this Agreement shall not be construed to suggest otherwise.

3. PURPOSES AND POWERS OF THE COMPANY; NATURE OF THE BUSINESS OF THE COMPANY

     3.1. Purposes. The purposes of the Company are (i) to own, manage, operate, lease or take any action in connection with operating the Center and other healthcare related services and businesses; (ii) to acquire (through asset acquisition, stock acquisition, lease or otherwise) and develop other property, both real and personal, in connection with providing healthcare related services; (iii) to enter into, from time to time, such financial arrangements as may be necessary, appropriate or advisable, including, without limitation, borrowing money and issuing evidences of indebtedness and securing the same by mortgage, deed of trust, security interest or other encumbrance upon one or more or all of the Company’s assets; (iv) to sell, assign, lease, exchange or otherwise dispose of, or refinance or additionally finance, one or more or all of the Company’s assets; and (v) generally to engage in such other business and activities and to do any and all other acts and things in furtherance of the purposes of the Company as set forth in this Section 3.1. (subject to the provisions of this Agreement).

     3.2. Special Purpose. Without limiting the foregoing, the purposes of the Company shall include providing such guaranties, security agreements, pledge agreements, support agreements, subordination agreements or other forms of credit support to or for the benefit of creditors of LifePoint or any of its subsidiaries (or to or for the benefit of any agent or trustee on behalf of any such creditors) as LifePoint may request.

     3.3. Powers. The Company shall have any and all powers that are necessary or desirable to carry out the purposes and business of the Company, to the extent the same may be legally exercised by limited liability companies under the Act. Subject to the limitations contained in this Agreement and in the Act, the purposes of the Company may be accomplished by the Governing Board or, to the extent specifically set forth herein, the Manager.

4. CAPITAL CONTRIBUTIONS, CAPITAL ACCOUNTS, LOANS

     4.1. Ownership Interests.

     (a) On the date of this Agreement, the Company will issue 100 Class B Units to Putnam Community Medical Center, LLC for the consideration set forth on

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Schedule 1. Units issued after the date hereof shall be issued in accordance with Section 10.1 and at such price as is determined by the Governing Board.

     (b) The holder of a Class B Unit may, in its discretion, agree to allow the Company to redeem from it a Class B Unit contemporaneously with the issuance by the Company of each new Class A Unit. Unless otherwise agreed by the Company and such Class B Member whose Class B Unit(s) are being redeemed, the redemption price per Class B Unit shall be equal to the gross amount received by the Company for each Class A Unit which issuance gives rise to the redemption hereunder. The Company shall pay all reasonable costs directly incurred in connection with the offering of such Class A Units as necessary to cause such offering to comply with applicable law. The Sharing Percentages of the Class B Member and the Class A Members shall be adjusted for any redemption of Class B Units as determined by the Governing Board. For tax purposes only, any such transaction shall be treated as the purchase of the redeemed Class B Unit by the Class A Member whose purchase of a Class A Unit gives rise to the redemption.

     4.2. Additional Contributions.

     (a) The Governing Board may, from time to time, and without any further approval of the Members, call for the making of additional capital contributions (“Additional Capital Contributions”) in accordance with the terms of this Section 4.2. Upon Approval of the Governing Board, the Board shall give written notice (the “Call Notice”) to all Members of the Governing Board’s call for Additional Capital Contributions, which Call Notice shall state:

     (i) the aggregate amount of the Additional Capital Contributions being requested by the Governing Board and the Formula Value;

     (ii) the reason for the Additional Capital Contributions and a statement itemizing the proposed application of the Additional Capital Contributions; and

     (iii) the date the Additional Capital Contributions are due to the Company, which date shall not be less than 30 days after the request notice is mailed or delivered to the Members.

     (b) No later than 30 days after the Call Notice is delivered, each Member shall, in writing, irrevocably commit or decline to make its pro rata share of the Additional Capital Contributions. The Governing Board shall promptly notify the Members in writing of the total amount of Additional Capital Contributions that have been elected to be made and, during the 15 days thereafter, the Members may elect to make, in part or in whole, pro rata in accordance with their respective Membership Interests or in such proportions as they may agree, the uncommitted portion of the Additional Capital Contributions. No Member shall be obligated to make Additional Capital Contributions requested by the Board under Section 4.2.

     (c) If one or more Members fails to contribute its pro rata share of such Additional Capital Contributions, then the number of Units owned by all Members

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shall be adjusted so that each Member’s Sharing Percentage shall thereafter be equal to the quotient of (i) the sum of (A) the Formula Value immediately prior to the Additional Capital Contribution multiplied by such Member’s Sharing Percentage plus (B) the amount of the Additional Capital Contribution made by such Member and (ii) the sum of the Formula Value immediately prior to the Additional Capital Contribution and the aggregate amount of Additional Capital Contributions paid by all Members.

     4.3. No Interest or Right to Withdraw. No Member shall have the right to demand the return of, or otherwise withdraw, his contribution or to receive any specific property of the Company except as specifically provided in this Agreement. No Member shall have the right to demand and receive property other than cash in return for his contributions. No interest shall be paid on Capital Contributions or on balances in the Capital Accounts.

     4.4. Capital Accounts. The Company will maintain a Capital Account for each Member. The Manager may charge the Company for all related expenses and will be reimbursed on a monthly basis for such expenses.

     4.5. Effect of Transfer of Units. Upon the transfer by any Member of any or all of his interest in the Units, or any fraction thereof, pursuant to the provisions of this Agreement, the proportionate amount of his respective Capital Account balance, shall be transferred to the transferee of such Unit; provided, however, that no transfer of any Unit shall, in and of itself, relieve the transferor of any obligation to the Company.

     4.6. No Negative Capital Account Make-up. Notwithstanding any other provision in this Agreement or any inference from any provision in this Agreement, no Member shall have an obligation to the Company, to the other Members or to third parties to restore a negative Capital Account balance during the existence of the Company or upon the dissolution or termination of the Company.

     4.7. Loans. The Company will participate in the cash management system of LifePoint pursuant to a cash management and revolving credit loan agreement (the “Cash Management Agreement”). In addition to any loans the Company may obtain thereunder, LifePoint or any Affiliate thereof may, but is not obligated to, loan or cause to be loaned to the Company such additional sums as LifePoint deems appropriate or necessary for the conduct of the Company’s business. Any such additional loans made by any Member (including the Class B Member), or any Affiliate thereof, shall be upon commercially reasonable terms and conditions. If any Member (including the Class B Member), or any Affiliate thereof, loans its own money to the Company, such loans shall be at rates per annum and on terms as to security and other charges and fees at least as favorable to the Company as those negotiated by unaffiliated lenders on comparable loans for the same purpose in the same locale. No distributions in accordance with Article 6 hereof will be made to Members until all outstanding principal and interest under the cash management and revolving loan agreement has been paid in full; provided, however, that distributions for federal income tax as contemplated in Section 6.1 will be made if the Governing Board determines that the Company has Cash Available for Distribution.

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5. ALLOCATION OF INCOME AND LOSS

     5.1. Allocation of Net Profit and Net Loss.

     (a) After giving effect to the special allocations set forth on Exhibit B attached hereto, all Net Profit or Net Loss of the Company, and all items of income, gain, deduction and loss entering into the determination of such Net Profit or Net Loss, shall be allocated among the Members in accordance with their Sharing Percentage.

     (b) Notwithstanding the foregoing, upon the Company’s liquidation, or sale of all, or substantially all of its assets, all items of income, gain, deduction and loss will be specifically allocated among the Members so as to cause each Member’s ending Capital Account balance, as a percentage of all Capital Account balances, to equal his Sharing Percentage, to the extent practicable.

     5.2. Regulatory and Special Allocations. Additional allocations shall be made as provided on Exhibit B attached hereto, which shall be incorporated herein by reference.

     5.3. Allocations in Case of Transfers. Except as provided below, Net Profit, Net Loss, and items of income, gain, deduction and loss allocable to any Member whose Units have been transferred, in whole or in part, during any Fiscal Year shall be allocated among the persons who were the holders of such Units during such year in proportion to their respective holding periods, without separate determination of the results of the Company operations during such periods. Net Profit, Net Loss, and items of income, gain, deduction and loss, attributable to a sale or other disposition of all or any portion of the assets of the Company shall be allocated to those Members who were Members at the time of the occurrence of the disposition giving rise to such Net Profit, Net Loss and items of income, gain and loss.

     5.4. Modification. The Governing Board may modify the provisions of this Article 5 or any other provisions of this Agreement without the consent of the Members if, after consultation with counsel to the Company, the Governing Board determines that such modification is necessary to (a) cause the allocations contained in this Article 5 to have substantial economic effect or otherwise be respected for federal income tax purposes under Section 704 of the Code; (b) cause the allocation of Net Profits and Net Losses or items thereof under Section 5.1 to conform, in accordance with the requirements of Section 704 of the Code, to the distributions provided in Section 6.1; or (c) cause the provisions of the Agreement to comply with any applicable legislation, regulation or rule enacted or promulgated after the date of this Agreement, which change is necessary to enable the Company to carry out its purposes in the manner contemplated by this Agreement. Any such amendment shall be so as to cause the least significant deviation from the provisions of this Agreement as originally set forth.

6. DISTRIBUTIONS

     6.1. Distribution of Cash Available for Distribution. The Manager shall determine in its reasonable judgment the Company’s Cash Available for Distribution. Except as provided in Article 15, the Company shall distribute quarterly its Cash Available

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for Distribution to the Members, pro rata in accordance with their respective Sharing Percentages, unless the distribution of a smaller amount is required under the Act or Approved by the Governing Board. The Company, to the extent it has cash available, shall make a distribution to the Members, pro rata in accordance with their respective Sharing Percentages, on or before April 1 of each year in an amount equal to the federal income tax that would be due and payable with respect to its taxable income for the preceding year, with such tax calculated at the highest federal individual marginal rate reduced by the aggregate of the cash distributions previously made with respect to the tax year for which the taxable income has been calculated. Notwithstanding the foregoing, nothing in this Agreement (i) shall be construed as requiring the Company to make distributions in contravention of any limitation in Delaware law on the payment of distributions or (ii) shall prevent the Company from participating in the cash management system referenced in Section 4.7.

     6.2. Compensation or Reimbursement Not a Distribution. Authorized amounts payable as compensation or reimbursement to any Person other than in its capacity as a Member in the Company, such as for services rendered, goods purchased or money borrowed, shall not be treated as a distribution for purposes of this Article 6.

     6.3. Consequences of Distributions. Upon the determination to distribute funds in any manner expressly provided in this Agreement, made in good faith, no Covered Persons, as defined in Section 12.9, shall incur any liability on account of such distribution, even though such distribution may have resulted in the Company retaining insufficient funds for the operation of its business, which insufficiency resulted in loss to the Company or necessitated the borrowing of funds by the Company.

     6.4. Tax Credits. Tax credits for any Fiscal Year shall be allocated among the Members in accordance with the Members’ Sharing Percentage. Such allocations shall not be taken into account in computing any Member’s Capital Account balance.

7. BOOKS OF ACCOUNT, TAX COMPLIANCE AND FISCAL YEAR

     7.1. Books and Records. The Manager shall keep books of account and records relative to the Company’s business. The books shall be prepared in accordance with the Accounting Principles using the accrual method of accounting. The Company’s books and records shall at all times be maintained at the principal business office of the Company or its accountants (and, to the extent required by the Act, at the registered office of the Company) and shall be available for inspection by the Members or their duly authorized representatives during reasonable business hours.

     7.2. Financial Statements. Within forty-five (45) days after the end of each quarter of a Fiscal Year, or as soon thereafter as is practicable, the Manager shall cause to be prepared, at the Company’s expense, unaudited statements of profits and losses for the quarter. Within ninety (90) days after the end of each Fiscal Year, or as soon thereafter as is practicable, the Manager shall cause to be prepared, at the Company’s expense, unaudited financial statements for the Fiscal Year. These financial statements shall be available for inspection and copying during ordinary business hours at the reasonable request of any Member.

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     7.3. Tax Returns and Information. The Members intend for the Company to be treated as a partnership for tax purposes, but not for any other purposes. The Tax Matters Member (as defined below) shall, at Company expense, prepare or cause to be prepared all federal, state and local income and other tax returns that the Company is required to file and shall furnish such returns to the Members, together with a copy of each Member’s Schedule K-1 and any other information which any Member may reasonably request relating to such returns, within ninety (90) days after the end of each Fiscal Year of the Company. The Tax Matters Member shall, for each Fiscal Year, file on behalf of the Company with the Internal Revenue Service a company return within the time prescribed by law (including any extensions) for such filing. The Tax Matters Member shall file on behalf of the Company such state and/or local income tax returns within the time prescribed by law.

     7.4. Tax Audits. The Class B Member shall be the “tax matters member” of the Company under Section 6231(a)(7) of the Code (the “Tax Matters Member”). The Tax Matters Member shall represent the Company in all administrative and judicial proceedings involving federal income tax matters as the “Tax Matters Member.” In connection therewith, the powers of the Tax Matters Member shall include, but are not limited to, the power to:

     (a) appoint an attorney-in-fact to represent the Company in such proceeding;

     (b) engage in any activities enumerated in Subchapter C of Chapter 63 of the Internal Revenue Code;

     (c) employ attorneys, accountants, appraisers, consultants, and such other persons as deemed appropriate;

     (d) make any and all elections for federal, state, and local tax purposes, including, without limitation, any election if permitted by applicable law: (i) to adjust the basis of Company assets pursuant to Code Sections 754, 734(b) and 743(b), or comparable provisions of state or local law; and (ii) to extend the statute of limitations for assessment of tax deficiencies against Members with respect to adjustments to the Company’s federal, state or local tax returns; and

     (e) represent the Company and Members before taxing authorities or courts of competent jurisdiction in tax matters affecting the Company and Members in their capacity as Members, and to execute any agreements or other documents relating to or affecting such tax matters including agreements or other documents that bind the Members with respect to such tax matters or otherwise affect the rights of the Company or Members.

     The Tax Matters Member shall provide all Members affected by a Company-level proceeding before the Internal Revenue Service with such notice of the proceeding as is required by the Code. The preceding sentence shall be deemed to be satisfied by mailing such notice to each Member’s last known address. The Company shall indemnify and reimburse the Tax Matters Member for all expenses, including legal and accounting fees, claims, liabilities, losses and damages incurred in connection with any administrative or

15

judicial proceeding with respect to the tax liability of the Members and against any and all loss, liability, cost or expense, including judgments, fines, amounts paid in settlement and attorneys fees and expenses, incurred by the Tax Matters Member in any civil, criminal or investigative proceeding in which the Tax Matters Member is involved or threatened to be involved solely by virtue of being the Tax Matters Member, except such loss, liability, cost or expense arising by virtue of the Tax Matters Member’s gross negligence, fraud, malfeasance or intentional misconduct. The payment of all such expenses shall be made before any distributions are made to any Member. No Member, nor any other Person shall have any obligation to provide funds for such purpose. The taking of any action and the incurring of any expense by the Tax Matters Member in connection with any such proceeding, except to the extent required by law, is a matter in the sole discretion of the Tax Matters Member and indemnification set forth in this Agreement shall be fully applicable to the Tax Matters Member in its capacity as such.

     7.5. Fiscal Year. The Company fiscal year shall be the Fiscal Year.

8. POWERS OF MANAGER

     8.1. Appointment; Rights and Powers of Manager. The Manager shall possess all of the rights and powers delegated to the Manager hereunder, in the Management Agreement or otherwise by the Governing Board.

     8.2. Right to Rely on Manager. No Person or governmental body dealing with the Company shall be required to inquire into, or to obtain any other documentation as to, the authority of the Manager to take any action permitted by this Agreement. Furthermore, any Person or governmental body dealing with the Company may rely upon a certificate signed by the Manager as to the following:

     (a) the identity of the Manager or any Member;

     (b) the existence or nonexistence of any fact or facts that constitute a condition precedent to acts by the Manager or which are in any other manner germane to the affairs of the Company;

     (c) the Persons who are authorized to execute and deliver any instrument or document of the Company; or

     (d) any act or failure to act by the Company on any other matter whatsoever involving the Company or any Member.

     8.3. Appointment as Attorney-in-Fact. Each Member hereby makes, constitutes and appoints the Manager, and any officer thereof, with full power of substitution and resubstitution, his agent and attorney-in-fact to file for record, and to sign, execute, certify, acknowledge and file for record any other instruments that may be required of the Company or of the Members by law, including, but not limited to, amendments to or cancellations of this Agreement or of the Certificate of Formation. Subject to the terms of this Agreement, each Member authorizes such attorney-in-fact to take any further action which such attorney-in-fact shall consider necessary or advisable in connection with the foregoing, hereby giving such attorney-in-fact full power and authority to act to the same extent as if such Member were

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himself personally present, and hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

     8.4. Effect of Power of Attorney. The power of attorney granted pursuant to Section 8.3 of this Agreement:

     (a) is a special power of attorney coupled with an interest, is irrevocable, and shall survive the death, dissolution, insanity, or incapacity of the granting Member;

     (b) may be exercised by such attorney-in-fact for each Member by listing all of the Members executing any agreement, certificate, instrument or document with the single signature of such attorney-in-fact as attorney-in-fact for all of them; and

     (c) shall survive the delivery of an assignment by a Member of the whole or a portion of his interest in the Company, except that where the purchaser, transferee or assignee thereof is to be admitted as a Substituted Member, the power of attorney shall survive the delivery of such assignment for the sole purpose of enabling such attorney-in-fact to execute, acknowledge and file any agreement, certificate, instrument, or document necessary to effect such substitution.

     8.5. Independent Activities. Except as specifically provided herein, the Manager may, notwithstanding the existence of this Agreement, engage in whatever activities it chooses, whether or not the same be competitive with the Company, without having or incurring any obligation to offer any interest in such activities to the Company or any party hereto, and each Member hereby waives, relinquishes and renounces any such right or claim of participation.

9. RIGHTS AND STATUS OF MEMBERS

     9.1. General. Except to the extent expressly otherwise provided in this Agreement, the Members shall not take part in the management or control of the Company business, or sign for or bind the Company, such powers being vested exclusively in the Governing Board, the Manager and any authorized officers of the Company or the Manager.

     9.2. Limitation of Liability. No Member shall, solely by reason of its status as a Member of the Company, have any personal liability whatsoever, whether to the Company, the Manager or any creditor of the Company, for the debts of the Company or any of its losses beyond the amount of the Member’s Capital Contribution to the Company. In the event that any Member shall, by reason of its conduct within the scope of this Agreement, be subject to personal liability to a third party by being a Member of the Company, then such Member shall be entitled to the same rights of indemnification by the Company as that afforded to the Covered Persons under Section 12.9 of this Agreement. To the maximum extent permitted by the Act, any fiduciary duty owed by the Class B Member or the Manager to the Company or the Class A Members is eliminated.

     9.3. Approval of the Class A Members. Notwithstanding anything in this Agreement to the contrary, the Company shall not take any of the following actions, and

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the Governing Board shall not take any of the following actions on behalf of the Company, except as otherwise required by law or with the Approval of the Class A Members:

     (a) a sale or transfer of all or substantially all of the Company’s assets or a merger or consolidation of the Company; provided, however, that the Governing Board may allow liens to be placed on the Company’s assets to secure loans to the Company;

     (b) a dissolution, liquidation or Bankruptcy of the Company, or any action that reasonably could result in the dissolution, liquidation or Bankruptcy of the Company; and

     (c) amend, restate or revoke the Company’s Certificate of Formation other than minor, technical amendments that do not change the substantive powers of the Company.

     Except as otherwise provided in this Section 9.3, the Governing Board shall have the exclusive right and power to manage the business and affairs of the Company and to take all actions on behalf of the Company without the consent or approval of the Class A Members. An amendment limiting the approval rights of the Class A Members provided in this Section 9.3 must be Approved by the Class A Members.

10. ADMISSION AND WITHDRAWAL OF MEMBERS AND CERTAIN TRANSFERS OF COMPANY INTERESTS.

     10.1. Admission of Class A Members. Physician Investors and Physician Entities may be admitted as Members of the Company at such time and on such terms as may be deemed appropriate by the Governing Board. Further, to be admitted as a Member, a Person shall agree to be bound by this Agreement by executing such instruments or agreements satisfactory to the Governing Board, delivering the same to the Governing Board and the Governing Board accepting the same on behalf of the Company. Members have no preemptive rights, except as expressly set forth in this Agreement. Each Physician Entity hereby agrees that it will not issue or allow the transfer of any ownership interest without approval of the Governing Board.

     10.2. Required Transfer of Member’s Interest. Under certain circumstances, a Class A Member may be required to transfer such Class A Member’s Unit(s), and under certain circumstances, the Company or the Class B Member may be required to purchase a Class A Member’s Unit(s).

     10.2.1. Terminating Event.

     (a) If a Terminating Event occurs with respect to a Class A Member, such Class A Member, or his successor, shall give written notice of the Terminating Event to the Class B Member (the “Termination Notice”).

     (b) The Class B Member shall have the right (the “Class B Member Purchase Right”), but not the obligation, to purchase any or all of the Units of such

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Class A Member any time from the occurrence of the Terminating Event until 90 days after the Class B Member’s receipt of the Termination Notice.

     (c) The purchase price for Units purchased pursuant to the Class B Member Purchase Right will be:

     (i) 10% of the Class A Member’s Adjusted Capital Contribution as of the date of breach, if the Terminating Event is a result of:

     (A) a Class A Member’s breach of the terms and conditions of this Agreement, including without limitation, violating the restrictions on competing businesses or a breach of the transfer restrictions set forth in Article 13;

     (B) a Class A Member’s (1) disruption of the affairs of the Company, (2) exclusion from participation in Medicare or any federal health care or Medicaid program, (3) conviction of a criminal offense described in 42 U.S.C. Section 1320a-7b(b), (4) removal from the medical staff of the Center or an adverse action taken against his or her clinical privileges at the Center lasting for more than 30 days or (5) has lost his or her license to practice medicine;

     (C) a breach by an Owner of a Physician Entity of the terms and conditions of an Owner Restriction Agreement; or

     (D) an Owner of a Physician Entity (1) disrupting the affairs of the Company, (2) being excluded from participation in Medicare or any federal health care or Medicaid program, (3) being convicted of a criminal offense described in 42 U.S.C. Section 1320a-7b(b), (4) being removed from the medical staff of the Center or having an adverse action taken against its clinical privileges at the Center lasting for more than 30 days or (5) losing his or her license to practice medicine

     (ii) the greater of (A) the Formula Value times the Class A Member’s Sharing Percentage and (B) such Member’s Adjusted Capital Contribution, if the Terminating Event is a result of:

     (A) a Class A Member (i) who is an individual ceasing to qualify as a Physician Investor or failing to certify to the Company that he qualifies as a Physician Investor, (ii) that is a Physician Entity ceasing to qualify as a Physician Entity or failing to certify to the Company upon the Company’s request that it qualifies as a Physician Entity, or (iii) a Physician Entity and having any Owner on the date it becomes a Class A Member who has not executed the Owner Restriction Agreement or the Physician Entity admitting any Owner thereafter who does not execute the Owner Restriction Agreement and deliver it to the Company within thirty (30) days following his admission as or otherwise becoming an Owner of the Physician Entity;

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     (B) the death or disability of a Class A Member;

     (C) retirement of a Class A Member or relocation outside of a 50 mile radius of the Center;

     (D) a Physician Entity having an Owner that ceases to qualify as a Physician Investor for a reason other than retirement or relocation or fails to certify to the Company upon the Company’s request that he qualifies as a Physician Investor;

     (E) a Physician Entity having an Owner that dies or becomes disabled; or

     (F) a Physician Entity having an Owner that retires or relocates outside of a 50 mile radius of the Center.

     (iii) the lesser of (A) the Formula Value times the Class A Member’s Sharing Percentage and (B) the Class A Member’s Adjusted Capital Contribution, if the Terminating Event is an event of Bankruptcy of a Class A Member or an Owner of a Class A Member.

          Upon any purchase of Unit(s), the Member shall transfer good and marketable title to the purchaser of the Units, free and clear from all liens and encumbrances. The Company shall, however, complete the transfer of the Units by amending this Agreement pursuant to Article 13 regardless of whether the Member executes documents of transfer required to effect such transaction.

     10.2.2. Subsequent Legislation.

     (a) If the Class B Member determines that any Class A Member is prohibited from owning an interest in the Company as a result of the enactment of any statute, regulation or other law or the judicial or administrative interpretation of any existing or future statute, regulation or other law, the Class B Member shall attempt to restructure the Company in order to comply with such enactment or interpretation. If any Class A Member shall be so prohibited from owning an interest in the Company and the Company cannot be so restructured, the Class B Member will purchase such Class A Members’ interests in the Company. If the number of Class A Members whose interest is required to be purchased pursuant to the preceding sentence is, in the opinion of the Class B Member, substantial, the Class B Member, in its sole and absolute discretion, shall have the option to purchase all of the Class A Members’ interests in the Company. The Class B Member shall pay each Member whose interest is to be purchased pursuant to this Section 10.2.2(a) for his interest in the Company (i) the appraised value of the Company, as determined by an independent third-party appraiser selected by the Class B Member, times (ii) the Class A Member’s Sharing Percentage. The cost of the appraiser shall be borne by the Company.

     (b) If the enactment of any statute, regulation or other law or the judicial or administrative interpretation of any existing or future statute, regulation or law

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shall have the effect of limiting reimbursement of health care costs through government or other payer programs or otherwise materially and adversely affects the manner in which the Company or its Affiliates shall operate their businesses, the Class B Member shall attempt to restructure the Company to eliminate the adverse effect and if the Company cannot be so restructured, the Class B Member, at its sole and absolute discretion, shall have the option to purchase all of the Class A Members’ interests in the Company. In addition, upon any liquidation of the Company, the Class B Member, in its sole and absolute discretion, shall have the option to purchase all of the Class A Units. The Class B Member shall pay each Member whose interest is to be purchased pursuant to this Section 10.2.2(b) for his interest in the Company (i) the appraised value of the Company, as determined by an independent third-party appraiser selected by the Class B Member, times (ii) the Class A Member’s Sharing Percentage. The cost of the appraiser shall be borne by the Company.

     10.3. Restrictive Covenant.

     (a) Each Class A Member (not including the Class B Member to the extent that it owns Class A Units) agrees that while he is a Member and for three (3) years thereafter neither he nor any Owner shall, directly or indirectly, along or in association with others, in his capacity as partner, stockholder, member or other legal or beneficial capacity, or otherwise, or through or in connection with any entity, own, have any financial interest in, derive any fee (except a professional fee for services rendered) from, lease, manage, develop, consult with or be employed by any health care business which provides a facility in which surgical procedures are performed including, without limitation, a specialty hospital, hospital or ambulatory surgery center, that is located within Putnam County, Florida.

     Nothing in this Section 10.3 is intended to prevent a Class A Member from (A) practicing medicine; (B) being a member of the medical staff of, or referring patients to, any hospital or other health care facility; or (C) performing surgery in his private practice office as long as substantially all of the Class A Member’s professional services are rendered through such practice and such practice only performs surgeries which do not (1) require a facility license, (2) require the presence of an anesthesiologist, (3) require general anesthesia or (4) generate a facility fee.

     (b) Notwithstanding the foregoing, a Member shall not be in violation of Section 10.3(a) solely as a result of his, or any of his Affiliates, direct or indirect ownership of a Grandfathered Interest.

     (c) With respect to any covenant of a Class A Member that applies after the transfer of a Class A Member’s interest, if any Class A Member violates such covenant and the Governing Board brings legal action for injunctive or other relief on behalf of the Company, the Company shall not, as a result of the time involved in obtaining the relief, be deprived of the benefit of the full period of such covenant. Accordingly, after the transfer of a Class A Member’s interest for any reason, for any time period that any Class A Member is in violation of the covenants set forth in this

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Section 10.3, such time period shall not be included in calculating any such covenant time period described in this Section 10.3.

     (d) If a court shall hold that the duration and/or scope (geographic or otherwise) of the agreement contained in this Section 10.3 is unreasonable, then, to the extent permitted by law, the court may prescribe a duration and/or scope (geographic or otherwise) that is reasonable and judicially enforceable. The parties agree to accept such determination, subject to their rights of appeal, which the parties hereto agree shall be substituted in place of any and every offensive part of this Section 10.3, and as so modified, Section 10.3 of this Agreement shall be as fully enforceable as if set forth herein by the parties in the modified form.

     (e) Each Class A Member acknowledges that the covenants contained in this Section 10.3 are a reasonable and necessary protection of the legitimate business interests of the Company and that any violation of this provision would result in damages to the Company which cannot be compensated by money alone. In the event of any violation of the covenants in this Section 10.3, the Company shall be entitled to preliminary and permanent injunctive relief, in addition to any other remedy, without proving actual damages or posting any bond and shall be entitled to be reimbursed by the appropriate Class A Member for any attorneys’ fees and costs, at all pre-trial and appellate levels, incurred as a result thereof. Nothing herein contained shall be construed as prohibiting the Governing Board from pursuing any other legal or equitable remedies available to the Company as a result of a violation of the covenants set forth in this Section 10.3.

     10.4. Payment of Purchase Price of Member’s Interest. If the interest of a Member in the Company is being purchased pursuant to Section 10.2.1 or 10.2.2 the purchase price for the interest shall be determined as set forth above and payable in the manner hereinafter set forth:

     (a) All obligations, if any, of the selling Member to the Company shall become immediately due and payable upon purchase of the interest. To the extent not previously taken into account pursuant to this Section 10.4, the purchase price shall be reduced by the amount of any such obligations and the purchaser shall pay to the Company an amount equal to any such reduction in the purchase price.

     (b) No payment other than those specifically provided for herein shall be due or payable with respect to the interest of the Member whose interest in the Company is being purchased. Any debt due by the Company to the Member shall be payable according to its terms.

     (c) The closing of the purchase of the interest in the Company pursuant to this Section 10.4 shall be held at the principal office of the Company within 90 days following the giving of written notice to the Member of the election to purchase such interest. At the closing, the purchaser shall pay, upon the terms specified hereinabove, the purchase price of such Member’s interest in the Company to the Member after receiving appropriate releases and satisfactions.

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     (d) In the case of any purchase made pursuant to Section 10.2, the purchase price may, at the election of the Class B Member, be paid by delivery of a promissory note. The note shall be payable in equal monthly installments of principal and interest over a thirty-six (36) month period with interest accruing on the unpaid balance at the lesser of the prime rate or LIBOR (each as published in The Wall Street Journal on the date of such purchase). The note shall be nonrecourse and secured by the Units purchased. The Class B Member may pre-pay in whole or in part the amount owed without penalty.

11. MEETINGS AND MEANS OF VOTING

     11.1. Meetings of the Members.

     (a) Meetings of the Members may be called by either (i) the Class B Member or (ii) a majority in ownership of the Class A Members. The notice of a meeting shall state the nature of the business to be transacted at such meeting, and actions taken at any such meeting shall be limited to those matters specified in the notice of the meeting. Notice of any meeting shall be given to all Members not less than three (3) and not more than sixty (60) days prior to the date of the meeting. A waiver of notice signed by a Member entitled to notice, whether before, at or after the meeting, shall be the equivalent of notice. The presence of any Member at a meeting shall constitute a waiver of notice of the meeting with respect to such Member. Members may vote in person or by proxy at such meeting. All meetings shall be held in Palatka, Florida, unless another location is Approved by the Governing Board.

     (b) Except as otherwise expressly provided in this Agreement or required by the express provisions of the Act, the requisite vote of the Members on any matter for which the vote of the Members is required hereunder or by law shall be the Approval of the Members, which vote shall control all decisions for which the vote of the Members is required hereunder or by law. Each Member’s voting rights shall be the same as that Member’s Sharing Percentage at the time of the vote. The Members may, at their election, participate in any regular or special meeting by means of conference telephone or similar communications equipment by means of which all Persons participating in the meeting can hear each other. A Member’s participation in a meeting pursuant to the preceding sentence shall constitute presence in person at such meeting for all purposes of this Agreement.

     11.2. Vote By Proxy. Each Member may authorize any Person to act on the Member’s behalf by proxy on all matters in which a Member is entitled to participate, including waiving notice of any meeting or voting or participating at a meeting. Every proxy must be signed by the Member authorizing such proxy or such Member’s attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months after the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Member executing it.

     11.3. Conduct of Meeting. Each meeting of the Members shall be conducted by the Chairman of the Governing Board (who shall be designated by a majority of the Governors) or by an individual appointed by the Chairman of the Governing Board. The

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and (y) in all other cases, that his conduct was at least not opposed to its best interests; and (iii) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful; provided, the right to indemnification and payment of expenses shall exist unless and until it is determined in a final disposition that such indemnification and/or expense payment was not required hereunder, in which case the indemnitee shall repay all such indemnified and reimbursed amounts. The payment of any amounts for indemnification shall be made before any distribution are made by the Company. No Member shall have any obligation to provide funds for any indemnification obligation hereunder.

     (b) The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article 12 shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Formation, provision of this Agreement, vote of Members or otherwise.

     (c) The Company may maintain insurance, at its expense, to protect itself and any Member, the Governing Board, Governing Board committees, officer, employee or agent of the Company against any expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under Delaware law.

     (d) Any amendment, repeal or modification of any provision of this Section 12.9 shall not adversely affect any right or protection of a Member, the Governing Board, Governing Board committee, officer, employee or agent of the Company existing at the time of such amendment, repeal or modification.

13. TRANSFER OF RIGHTS

     13.1. Transfers by Members.

     (a) Except as otherwise set forth in this Article 13, a Class A Member may not Transfer all or any part of its Units unless the Class A Member receives written consent of the Governing Board approving, in its sole discretion, the Transfer and complies with the conditions set forth in Section 13.1(b).

     (b) If a Class A Member complies with Section 13.1(a), the Member may transfer his interest in the Company if the following conditions are satisfied:

     (i) the Class A Member and his transferee execute, acknowledge and deliver to the Company such instruments of transfer and assignment with respect to such transaction as are in form and substance Approved by the Governing Board;

     (ii) unless waived by Approval of the Governing Board, the Class A Member delivers to the Company an opinion of counsel Approved by the Governing Board, covering such securities and tax laws and other aspects of the proposed Transfer as the Governing Board may reasonably request;

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     (iii) the Class A Member pays the Company a transfer fee that is sufficient to pay all reasonable expenses of the Company in connection with such transaction; and

     (iv) the Class A Member executes an agreement, in form and substance satisfactory to the Governing Board (a “Transfer Restrictive Agreement”), in which the transferring Class A Member agrees that (a) for three (3) years after such Transfer the Class A Member shall not violate the covenants and agreements contained in Section 10.3 hereof and (b) if the Transfer is not to the Company, that the Company shall be a third-party beneficiary of the Transfer and therefore able to enforce the Transfer Restrictive Agreement.

     Any Member who thereafter Transfers all or any portion of his Units shall promptly notify the Company of such Transfer and shall furnish to the Company the name and address of the transferee and such other information as may be required under Section 6050K of the Code and the Regulations thereunder.

     (c) The Class B Member may Transfer all or any part of its Units (including management rights) without the Approval of the Governing Board or the Class A Members, and the transferee of such Class B Member’s Units shall have all the rights and powers of a Member. In addition, LifePoint, the Class B Member or any Affiliate of LifePoint and the Class B Member may encumber its Units (the “LifePoint Interest”), without the consent of any other Member, for the purpose of securing loans or other extensions of credit, made to, or to be made available to, and interest rate swap agreements or other hedging arrangements with, the Company, LifePoint or any Affiliate of LifePoint, by granting a security interest in the LifePoint Interest to a creditor. Any party to whom the LifePoint Interest is pledged (together with such party’s successors and assigns, the “LifePoint Pledgee”) may foreclose on the LifePoint Interest and transfer the LifePoint Interest, or any portion thereof, to any Permitted Pledgee Transferee (as that term is defined below) without the consent of any other Member or the Company (such foreclosure and subsequent transfer being a “LifePoint Foreclosure”). “Permitted Pledgee Transferee” means, with respect to any natural person, a transferee that qualifies as a Physician Investor, and with respect to any non-natural person, a transferee whose ownership would not violate applicable federal or state laws, and, in either case, who shall assume and agree to be bound by all of the provisions of this Agreement, except as otherwise provided below. The foregoing provisions shall be self-operative, but the Company and each Member hereby agree to execute any writing requested by the LifePoint Pledgee or any proposed LifePoint Pledgee to evidence its consent to foreclosure on or transfer of the LifePoint Interest and the admission of the LifePoint Pledgee and/or a Permitted Pledgee Transferee as a Member.

     13.2 Substituted Member. No Person taking or acquiring, by whatever means, the Units of any Member, other than pursuant to a Transfer approved pursuant to Section 10 or Section 13.1, shall be admitted as a Substituted Member without the Approval of the Governing Board, which Approval of the Governing Board may be unreasonably withheld, and unless such Person:

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     (a) elects to become a Substituted Member by delivering notice of such election to the Company;

     (b) executes, acknowledges and delivers to the Company such other instruments as the Governing Board may deem necessary or advisable to effect the admission of such Person as a Substituted Member, including, without limitation, the written acceptance and adoption by such Person of the provisions of this Agreement; and

     (c) except with respect to the admission of the LifePoint Pledgee, pays a Transfer fee to the Company in an amount sufficient to cover all reasonable expenses connected with the admission of such Person as a Substituted Member.

     13.3. Basis Adjustment. Upon the Transfer of all or any portion of the Units owned by a Member, at the request of the transferee of such Units, the Tax Matters Member may, in its sole discretion, cause the Company to elect, pursuant to Section 754 of the Code or the corresponding provisions of subsequent law, to adjust the basis of the Company’s assets as provided by Sections 734 and 743 of the Code.

     13.4. Transfer Procedures. The Manager shall establish a transfer procedure consistent with this Article 13 to ensure that all conditions precedent to the admission of a Substituted Member have been complied with, and shall, upon the written request of any Member, deliver to such Member a copy thereof.

     13.5. Invalid Transfer. No Transfer of any Unit that is in violation of this Article 13 shall be valid or effective, and the Company shall not recognize any improper Transfer for the purposes of making allocations, payments of profits, return of capital contributions or other distributions with respect to such Unit. The Company may enforce the provisions of this Article 13 either directly or indirectly or through its agents by entering an appropriate stop transfer order on its books or otherwise refusing to register or transfer or permit the registration or transfer on its books of any proposed Transfers not in accordance with this Article 13.

     13.6. Additional Requirements for Admission to the Company. No Person shall be admitted as a Member if such admission would have the effect of causing the Company to be reclassified for federal income tax purposes as an association (taxable as a corporation under the Code), would violate any Medicare or other healthcare law, rule or regulation, or would violate applicable exemptions from securities registration and securities disclosure provisions under federal and state securities laws.

     13.7. Amendment to Schedule 1. The Governing Board shall direct that Schedule 1 attached hereto be amended from time to time to reflect changes in Members or Membership Interests.

14. DISSOLUTION

     14.1. Causes. Each Member expressly waives any right which he or it might otherwise have to dissolve the Company except as set forth in this Article 14. The Company shall be dissolved upon the first to occur of the following:

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     (a) the Approval of the Class A Members and the approval of the Class B Member of an instrument dissolving the Company; and

     (b) the dissolution of the Company by judicial decree.

     Nothing contained in this Section 14.1 is intended to grant to any Member the right to dissolve the Company at will (by retirement, resignation, withdrawal or otherwise), or to exonerate any Member from liability to the Company and the remaining Members if it dissolves the Company at will. Any dissolution at will of the Company, including dissolution caused under Section 14.1(b), shall be in contravention of this Agreement for purposes of the Act. Dissolution of the Company under Section 14.1(b) shall not constitute a dissolution at will. The Company shall not be dissolved by the replacement of the Manager.

     14.2. Reconstitution. If the Company is dissolved as a result of an event described in Section 14.1, the Company may be reconstituted and its business continued, within ninety (90) days after the date of dissolution, upon Approval of the Governing Board. If the Company is reconstituted, an amendment to this Agreement shall be executed, and if and to the extent required by the Act, a Certificate of Amendment to the Certificate of Formation shall be filed with the Delaware Secretary of State.

15. WINDING UP AND TERMINATION

     15.1. Sale of Assets. Unless otherwise Approved by the Members, at the time of liquidation, any property owned by the Company shall be sold for cash, and each Member shall have the right to bid competitively for any such asset being sold. The Class B Member shall have a right of first refusal for sixty (60) days to purchase Company property for which a third-party offer is made in connection with liquidation. Any cash received from the sale of the Company’s assets shall be used first to pay the Company’s debts to creditors other than the Members; provided, however, for this purpose, a Member which is owed money for goods or services provided to the Company or is entitled to indemnification pursuant to Article 12 shall be deemed an unrelated creditor. Any cash remaining after payments to creditors, other than the Members, shall be used to repay other debts to Members. Once all Member debt is repaid, the remaining cash received from the sale of the Company’s assets shall be distributed to the Members in accordance with Section 15.2.

     15.2. Distributions in Accordance with Capital Accounts. In the event the Company is “liquidated” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), distributions shall be made in all cases in accordance with the Members’ positive Capital Account balances determined after all adjustments to the Members’ Capital Accounts for the Fiscal Year have been made. Such distributions shall be made within the time periods required by Regulations Section 1.704-1(b). In the discretion of the Manager, a pro rata portion of the distributions that would otherwise be made to the Members may be:

     (a) distributed to a trust established for the benefit of the Members for the purpose of liquidating Company assets, collecting amounts owed to the Company, and paying any contingent or unforeseen liabilities in connection with the Company or of the Class B Member arising out of or in connection with the Company. The assets of any such trust shall be distributed to the Members from time to time, in the reasonable discretion of the Manager, in the same proportions as

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the amount distributed to such trust by the Company would otherwise have been distributed the Members under this Agreement; and

     (b) withheld to provide a reasonable reserve for Company liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Company, provided that such withheld amounts shall be distributed to the Members as soon as practicable.

     15.3. Deemed Contribution and Distribution. Notwithstanding any other provisions of this Article 15, in the event the Company is liquidated within the meaning of Regulations Section 1.704-l(b)(2)(ii)(g) but the Company is not required to be dissolved and wound up pursuant to Section 14.1, the assets of the Company shall not be liquidated, the Company’s liabilities shall not be discharged, and the Company’s affairs shall not be wound up. Instead, solely for federal income tax purposes, the Company shall be deemed to have contributed the assets and liabilities of the Company in kind to a new company in exchange for an interest in the new company. Immediately thereafter, the Company shall be deemed to have distributed interests in the new Company to the Members in proportion to their respective interests in the Company.

16. MISCELLANEOUS

     16.1. Notices. All notices given pursuant to this Agreement shall be in writing and shall be deemed effective when personally delivered or when placed in the United States mail, registered or certified with return receipt requested, or when sent by prepaid telegram or facsimile followed by confirmatory letter or by overnight courier. For purposes of notice, the addresses of the Members shall be as stated under their names on the attached Schedule 1; provided, however, that each Member shall have the right to change his address with notice hereunder to any other location by the giving of at least thirty (30) days notice to the Company in the manner set forth above.

     16.2. Amendments. Except as otherwise expressly provided in Section 9.3, Section 12.3, Section 13.7, Section 16.2 and Section 16.3, amendments or modifications may be made to this Agreement only by setting forth such amendments or modifications in a document Approved by the Members and approved by the Governing Board, and any alleged amendment or modification herein which is not so documented shall not be effective as to any Member. Notwithstanding the foregoing, the Governing Board may amend any provision of this Agreement and, through the Manager, execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith to reflect:

     (a) a change in the location of the principal place of business of the Company, or a change in the registered office or the registered agent of the Company;

     (b) qualification of the Company as a limited liability company under the laws of any state or that is necessary or advisable in the opinion of the Manager to ensure that the Company will not be treated as an association taxable as a corporation for federal income tax purposes, provided, in either case, such action shall not adversely affect any Member;

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     (c) a change (i) that is of an inconsequential nature and does not adversely affect the Members in any material respect; (ii) that is necessary or desirable to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or contained in any federal or state statute, compliance with any of which the Manager deems to be in the best interest of the Company and the Members which does not materially affect the interest of any Member in the capital, profits or losses of, or distributions or allocations of the Company, or a Member’s rights of voting or approval as to the business of, or the right to appoint to boards or committees of the Company; or (iii) that is required or contemplated by this Agreement;

     (d) an addition to the representations, duties, or obligations of the Manager; or

     (e) an amendment required pursuant to Section 16.3.

     Notwithstanding anything herein to the contrary, neither the LifePoint Pledgee nor any Permitted Pledgee Transferee shall be bound by any amendment to this Agreement made after the date hereof and prior to such time as the LifePoint Pledgee or a Permitted Pledgee Transferee becomes a Member, unless the LifePoint Pledgee or Permitted Pledgee Transferee, as the case may be, consents in writing to such amendment.

     16.3. Consolidation. It is the intention of the Members that LifePoint shall have such rights as are necessary for LifePoint to be able to consolidate the financial results of operations and financial condition of the Company with the financial results of operations and financial condition of LifePoint under applicable requirements of generally accepted accounting principles, as such may change from time to time. Notwithstanding any provision in this Agreement to the contrary, the Class B Member may amend this Agreement without the approval of any other Member as necessary from time to time to add, amend or delete such provisions as necessary in the reasonable opinion of LifePoint’s Chief Financial Officer and Chief Accounting Officer to permit LifePoint to report the results of operations of the Company on the consolidation method of accounting under applicable generally accepted accounting principles in the future.

     16.4. Schedules. Each Schedule to this Agreement is incorporated herein for all purposes.

     16.5. Entire Agreement. This Agreement supersedes all previous operating agreements, and constitutes the entire agreement of whatsoever kind or nature existing between or among the Members respecting the subject matter contained herein and no Member shall be entitled to benefits other than those specified herein. As between or among the Members, no oral statements not specifically incorporated herein shall be of any force and effect. This Agreement may be executed in two or more counterparts, each and all of which shall be deemed an original and all of which together shall constitute but one and the same instrument.

     16.6. Divisions and Headings. The divisions of this Agreement into sections and subsections and the use of captions and headings in connection therewith are solely for convenience and shall have no legal effect in construing the provisions of this Agreement.

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     16.7. Gender and Number. Whenever the context of this Agreement requires, the gender of all words herein shall include the masculine, feminine and neuter, and the number of all words herein shall include the singular and plural.

     16.8. Severability. In the event any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason and in any respect, such invalidity, illegality, or unenforceability shall in no event affect, prejudice or disturb the validity of the remainder of this Agreement, which shall be and remain in full force and effect, enforceable in accordance with its terms.

     16.9. Governing Law and Venue. This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware without regard to its principles of conflicts of laws. Each party hereby irrevocably and unconditionally consents to venue in any state or federal court located in Putnam County, Florida for any litigation arising out of or relating to this Agreement, and hereby waives any objection to the laying of venue of any such litigation in the Florida Courts and agrees not to plead or claim in any Florida Court that such litigation brought therein has been brought in an inconvenient forum.

     16.10. Benefit/Assignment. Subject to provisions herein to the contrary, this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective legal representatives, successors and assigns; provided, however, that nothing contained herein shall negate or diminish the restrictions set forth in Articles 10 or 13 hereof. This Agreement is intended solely for the benefit of the parties hereto and is not intended to, and shall not, create any enforceable third party beneficiary rights.

     16.11. Waiver. Failure by any party to enforce any of the provisions hereof for any length of time shall not be deemed a waiver of its rights set forth in this Agreement. Such a waiver may be made only by an instrument in writing signed by the party sought to be charged with the waiver. No waiver of any condition or covenant of this Agreement shall be deemed to imply or constitute a further waiver of the same or any other condition or covenant, and nothing contained in this Agreement shall be construed to be a waiver on the part of the parties of any right or remedy at law or in equity or otherwise.

     16.12. Attorneys’ Fees. In the event a party elects to incur legal expenses to enforce, defend or interpret any provision of this Agreement by judicial proceedings, the prevailing party will be entitled to recover such legal expenses, including, without limitation, reasonable attorneys’ fees, costs and necessary disbursements at all court levels, in addition to any other relief to which such party shall be entitled.

     16.13. Time. Time is of the essence with respect to all provisions of this Agreement.

     16.14. Business Day. Should any due date hereunder fall on a Saturday, Sunday or legal holiday, then such due date shall be deemed timely if given on the first business day following such Saturday, Sunday or legal holiday.

     16.15. Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO DEMAND THAT ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO

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THIS AGREEMENT OR THE RELATIONSHIPS OF THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING FROM ANY SOURCE INCLUDING, BUT NOT LIMITED TO, THE CONSTITUTION OF THE UNITED STATES OR ANY STATE THEREIN, COMMON LAW OR ANY APPLICABLE STATUTE OR REGULATIONS. EACH PARTY HERETO ACKNOWLEDGES THAT IT IS KNOWINGLY AND VOLUNTARILY WAIVING ITS RIGHT TO DEMAND TRIAL BY JURY.

     16.16. Construction. Every covenant, term, and provision of this Agreement shall be construed simply according to its fair meaning and not strictly for or against any Member.

     16.17. Waiver of Partition. Notwithstanding any statute or principle of law to the contrary, each Member hereby agrees that, during the term of the Company, it shall have no right (and hereby waives any right that it might otherwise have had) to cause any Company asset to be partitioned and/or distributed in kind.

     16.18. Additional Documents. Each Member agrees to perform all further acts and execute, acknowledge and deliver any documents that may be reasonably necessary, appropriate or desirable to carry out the provisions of this Agreement.

[Remainder of page intentionally left blank.]

35

     IN WITNESS WHEREOF, the Members have executed this Operating Agreement as of the date first above written.

CLASS B MEMBER:
PUTNAM COMMUNITY MEDICAL CENTER, LLC
By: Name:	/s/ Thomas M. Weiss Thomas M. Weiss
Title:	President

36

EX-3.317

Exhibit 3.317

PAGE 1

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “PUTNAM COMMUNITY MEDICAL CENTER, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE EIGHTEENTH DAY OF APRIL, A.D. 2000, AT 9 O’CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M.

     CERTIFICATE OF MERGER, FILED THE THIRTIETH DAY OF JANUARY, A.D. 2004, AT 10:31 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF MERGER IS THE FIRST DAY OF FEBRUARY, A.D. 2004, AT 12:01 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “PUTNAM COMMUNITY MEDICAL CENTER, LLC”.

     3214206      8100H

     110292840

You may verify this certificate online
at corp.delaware.gov/authver.shtml /s/ Jeffrey W. Bullock Jeffrey W. Bullock, Secretary of State

AUTHENTICATION: 8620246

                       DATE: 03-14-11

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 04/18/2000
001197408 – 3214206

CERTIFICATE OF FORMATION
OF
PUTNAM COMMUNITY MEDICAL CENTER, LLC

     The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

     FIRST: The name of the limited liability company Putnam Community Medical Center, LLC (the “Company”).

     SECOND: The address of the registered office and the name and address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of April 18, 2000.

By:	/s/ William F. Carpenter III
	William F. Carpenter III
	Authorized Person

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:00 AM 01/22/2002
020040658 – 3214206

CERTIFICATE OF AMENDMENT

OF

Putnam Community Medical Center, LLC

     1. The name of the limited liability company is Putnam Community Medical Center, LLC

     2. The Certificate of Formation of the limited liability company is hereby amended as follows:

The name and address of the registered agent is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Putnam Community Medical Center, LLC this 15 day of January, 2002.

Putnam Community Medical Center, LLC

/s/ William F. Carpenter III William F. Carpenter III,

Manager

     Title

CERTIFICATE OF MERGER
MERGING
PUTNAM DIAGNOSTIC IMAGING CENTER, LLC
(a Delaware limited liability company)
WITH AND INTO
PUTNAM COMMUNITY MEDICAL CENTER, LLC
(a Delaware limited liability company)

          Pursuant to Section 18-209 the Delaware Limited Liability Company Act, Putnam Diagnostic Imaging Center, LLC, a Delaware limited liability company (“PDIC”), and Putnam Community Medical Center, LLC, a Delaware limited liability company (“PCMC”), hereby adopt the following Certificate of Merger:

          1. The Agreement and Plan of Merger (the “Plan”), attached hereto as Exhibit A and incorporated herein by reference, has been approved and executed by both PDIC and PCMC.

          2. The surviving entity is Putnam Community Medical Center, LLC (the “Surviving Entity”).

          3. The Plan shall become effective at 12:01 a.m. on February 1, 2004.

          4. The Plan is on file at the Surviving Entity’s principal office, 103 Powell Court, Suite 200, Brentwood, Tennessee 37027.

          5. The Plan will be furnished by the Surviving Entity, on request and without cost, to any member of PDIC.

[Signature page follows]

State of Delaware
Secretary of State
Division of Corporations
Delivered 10:41 AM 01/30/2004
FILED 10:31 AM 01/30/2004
SRV 040065311 – 3214206 FILE

          IN WITNESS WHEREOF, each of the undersigned has duly caused this Certificate of Merger to be executed by their respective duly authorized officers as of this 29 day of January, 2004.

PUTNAM DIAGNOSTIC IMAGING CENTER, LLC
By:	/s/ William F. Carpenter III William F. Carpenter III,
	Senior Vice President
PUTNAM COMMUNITY MEDICAL CENTER, LLC
By:	/s/ William F. Carpenter III William F. Carpenter III,
	Senior Vice President

EXHIBIT A

AGREEMENT AND PLAN OF MERGER

     THIS AGREEMENT AND PLAN OF MERGER, dated as of January 29, 2004 (this “Agreement”), is by and between Putnam Diagnostic Imaging Center, LLC, a Delaware limited liability company (“PDIC”) whose sole member is LifePoint Holdings 2, LLC, a Delaware limited liability company (“Parent”), and Putnam Community Medical Center, LLC, a Delaware limited liability company (“PCMC”) whose sole member is Parent.

RECITALS:

     WHEREAS, Parent, as sole member of PDIC, has determined that it is in the best interest of PDIC to consummate the business combination transaction provided for herein in which PDIC will merge with and into PCMC, subject to the terms and conditions set forth herein (the “Merger”);

     WHEREAS, Parent, as sole member of PCMC, has determined that it is in the best interest of PCMC to consummate the Merger;

     NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, PDIC and PCMC agree as follows:

ARTICLE 1
THE MERGER

     1.1. The Merger. Subject to the terms and conditions of this Agreement, in accordance with the Delaware Limited Liability Company Act (the “Act”), at the Effective Time (as defined in Section 1.2 hereof), PDIC shall merge with and into PCMC. PCMC shall be the surviving entity (the “Surviving Entity”) in the Merger and shall continue its limited liability company existence under the laws of the State of Delaware. The address of the Surviving Entity’s principal office is 103 Powell Court, Suite 200, Brentwood, Tennessee 37027. Upon consummation of the Merger, the separate corporate existence of PDIC shall terminate. At and after the Effective Time, the Merger shall have the effects set forth in the applicable provisions of the Act.

     1.2. Effective Time. The Merger shall become effective at 12:01 a.m. on February 1, 2004 (the “Effective Time”), as set forth in the certificate of merger which shall be filed with the Secretary of State of the State of Delaware.

ARTICLE 2
EXCHANGE OF SHARES

     2.1 Effects of the Merger on Securities of PCMC. As of the Effective Time, each unit of membership interest of PCMC issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding and shall continue to represent one unit of membership interest of the Surviving Entity.

     2.2 Effects of the Merger on Securities of PDIC. At the Effective Time, each unit of membership interest of PDIC issued and outstanding immediately prior to the Effective Time

1

shall, by virtue of this Agreement and without any further action on the part of the holder thereof, cease to be outstanding and shall be canceled and retired without payment of any consideration therefor.

ARTICLE 3
EFFECTS OF THE MERGER

     3.1. Certificate of Formation. At the Effective Time, the Certificate of Formation of PCMC as in effect at the Effective Time shall be the Certificate of Formation of the Surviving Entity (the “Surviving Entity Certificate”).

     3.2. Limited Liability Company Agreement. At the Effective Time, the Limited Liability Company Agreement of PCMC as in effect at the Effective Time shall be the limited liability company agreement of the Surviving Entity (the “Surviving Entity LLC Agreement”) until thereafter amended in accordance with applicable law and the Surviving Entity Certificate.

     3.3. Management. At the Effective Time, PCMC is member-managed and, thereafter, the Surviving Entity shall continue to be member-managed until the Surviving Entity LLC Agreement is appropriately amended in accordance with applicable law and the Surviving Entity Certificate. The sole member of PCMC immediately prior to the Effective Time shall be the sole member of the Surviving Entity.

[Signature page follows]

     IN WITNESS WHEREOF, each of the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the date first above written.

PUTNAM DIAGNOSTIC IMAGING CENTER, LLC
By:	/s/ William F. Carpenter III William F. Carpenter III,
	Senior Vice President
PUTNAM COMMUNITY MEDICAL CENTER, LLC
By:	/s/ William F. Carpenter III William F. Carpenter III,
	Senior Vice President

EX-3.318

Exhibit 3.318

LIMITED LIABILITY COMPANY AGREEMENT
OF
PUTNAM COMMUNITY MEDICAL CENTER, LLC

     This Limited Liability Company Agreement of Putnam Community Medical Center, LLC, effective as of April 18, 2000 (this “Agreement”) is entered into by LifePoint Holdings 2, LLC, as the sole member (the “Member”).

     WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

     WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto;

     NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

     1. Name. The name of the limited liability company shall be Putnam Community Medical Center, LLC (the “Company”).

     2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

     3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

     4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

     5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on

Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

     The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

     6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

Scott L. Mercy	Chairman and Chief Executive Officer
James M. Fleetwood	President and Chief Operating Officer
Kenneth C. Donahey	Senior Vice President and Chief Financial Officer
William F. Carpenter III	Senior Vice President, General Counsel and Secretary
Roberto Pantoja	Vice President and Controller

     The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

     7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

     8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

     9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

     10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member

pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

     11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

     12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

     13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

     14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

     15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

     16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

     17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

     IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of the 18th day of April, 2000.

LIFEPOINT HOLDINGS 2, LLC
By:	/s/ William F. Carpenter III
	William F. Carpenter III Secretary

EX-3.319

Exhibit 3.319

PAGE 1

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “PUTNAM PHYSICIAN PRACTICES, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE TWENTY-FOURTH DAY OF JULY, A.D. 2008, AT 2:12 O’CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “PUTNAM PHYSICIAN PRACTICES, LLC”.

4579280 8100H 110292851		/s/ Jeffrey W. Bullock Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8620256 DATE: 03-14-11
You may verify this certificate online at corp. delaware.gov/authver.shtml

Certificate of Formation
of
Putnam Physician Practices, LLC

     The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

     FIRST: The name of the limited liability company is Putnam Physician Practices, LLC (the “Company”).

     SECOND: The address of the registered office and the name and address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of July 24, 2008.

By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Authorized Person

State of Delaware

Secretary of State

Division of Corporations

Delivered 02:52 PM 07/24/2008

FILED 02:12 PM 07/24/2008

SRV 080814732 – 4579280 FILE

EX-3.320

Exhibit 3.320

Limited Liability Company Agreement
of
Putnam Physician Practices, LLC

     This Limited Liability Company Agreement of Putnam Physician Practices, LLC, effective as of July 24, 2008 (this “Agreement”) is entered into by LifePoint Holdings 2, LLC, as the sole member (the “Member”).

     WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

     WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto;

     NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

     1. Name. The name of the limited liability company shall be Putnam Physician Practices, LLC (the “Company”).

     2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

     3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801.

     4. Registered Agent The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1209 Orange Street, Wilmington, Delaware 19801.

     5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

     The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

     6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited

liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

Robert N. Klein, President
David M. Dill, Chief Financial Officer
William M. Gracey, Chief Operating Officer
Paul D. Gilbert, Executive Vice President
R. Scott Raplee, Senior Vice President
Randy McVay, Vice President
Christopher J. Monte, Vice President
W. Vail Willis, Vice President
Mary Kim E. Shipp, Secretary

     The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

     7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

     8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

     9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

     10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

     11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

     12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

     13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

     14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

2

     15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

     16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

     17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

     IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of July 24, 2008.

LifePoint Holdings 2, LLC
By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Secretary

3

EX-3.321

Exhibit 3.321

PAGE 1

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “R. KENDALL BROWN PRACTICE, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE NINETEENTH DAY OF NOVEMBER, A.D. 1998, AT 9 O’CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “R. KENDALL BROWN PRACTICE, LLC”.

2969144 8100H 110292856		/s/ Jeffrey W. Bullock Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8620259 DATE: 03-14-11
You may verify this certificate online at corp.delaware.gov/authver.shtml

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 11/19/1998
981447615 – 2969144

CERTIFICATE OF FORMATION
OF
R. KENDALL BROWN PRACTICE, LLC

Under Section 18-201 of the
Delaware Limited Liability Company Act

     FIRST: The name of the limited liability company is R. Kendall Brown Practice, LLC (the “Company”).

     SECOND: The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

     THIRD: The name and address of the Company’s registered agent for service of process is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of November 19, 1998.

By:	/s/ John M. Franck II
	Name:	John M. Franck II
	Title:	Authorized Person

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:00 AM 01/22/2002
020040690 – 2969144

CERTIFICATE OF AMENDMENT

OF

R. Kendall Brown Practice, LLC

     1. The name of the limited liability company is R. Kendall Brown Practice, LLC

     2. The Certificate of Formation of the limited liability company is hereby amended as follows:

     The name and address of the registered agent is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of R. Kendall Brown Practice, LLC this 15 day of January, 2002.

R. Kendall Brown Practice, LLC

/s/ William F. Carpenter III William F. Carpenter III,

             Manager

Title

EX-3.322

Exhibit 3.322

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
R. KENDALL BROWN PRACTICE, LLC

     This Amended and Restated Limited Liability Company Agreement of R. Kendall Brown Practice, LLC, is entered into by Hospital Corporation of Kentucky, as the sole member (the “Member”).

     WHEREAS, the Member desires to amend and restate the Limited Liability Company Agreement of R. Kendall Brown Practice, LLC, effective as of November 19, 1998.

     NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby agrees as follows:

     1. Name. The name of the limited liability company shall be R. Kendall Brown Practice, LLC (the “Company”).

     2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”) engaging in any and all activities necessary or incidental to the foregoing.

     3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

     4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

     5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

     The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

     6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set

forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

James M. Fleetwood, Jr.	President and Secretary
Scott L. Mercy	Chief Executive Officer
John M. Franck II	Vice President
Ronald Lee Grubbs, Jr.	Vice President
R. Milton Johnson	Vice President

     The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

     7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

     8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

     9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

     10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

     11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

     12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

     13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

     14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

2

     15. Certificate(s) of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

     16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

     17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

******

3

     IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Limited Liability Company Agreement on the 29^th day of April, 1999.

HOSPITAL CORPORATION OF KENTUCKY
By:	/s/ John M. Franck II
	John M. Franck II
	Vice President

4

ADDENDUM

     Effective as of May 7, 1999 (the “Effective Date”), Hospital Corporation of Kentucky (“Hospital Corporation”) assigned, transferred and conveyed its 100% limited liability company interest in R. Kendall Brown Practice, LLC, a Delaware limited liability company (“LLC’’), to LifePoint of Kentucky, LLC (“LifePoint”), whereupon LifePoint became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement; and further agrees that, from and after the Effective Date, all references in the Agreement to Hospital Corporation as the sole member (the “Member”) shall be deemed to be references to LifePoint as the Member.

     IN WITNESS WHEREOF, LifePoint has executed this Addendum on the 7^th day of May, 1999.

LIFEPOINT OF KENTUCKY, LLC
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

EX-3.323

Exhibit 3.323

READ CAREFULLY THE INSTRUCTIONS

Agreement for Incorporation

[ILLEGIBLE]

[ILLEGIBLE]

     To purchase and own real estate and personal property necessary or convenient in conducting and operating a general hospital.

     To erect, construct, own & maintain buildings and all structures and all furniture fixtures and apparatus necessary or convenient for use in maintaining and operating a general hospital.

     To establish, organize, maintain and conduct a general hospital for medical and surgical treatment of persons for compensation; and to give charity patients surgical and medical treatment.

     To organize, maintain and conduct a general school for teaching, training and graduating men and women as trained nurses and to issue to them diplomas of graduation as such and certificates of attendance and work done in such school and hospital under rules and regulations provided by law and the by laws of this corporation.

     To do any and all other thing, not herein innumerated in maintaining and operating a general hospital for all kinds of surgical and medical treatment and a school or training and graduating nurses.

[ILLEGIBLE]

[ILLEGIBLE]

[ILLEGIBLE]

STATE OF WEST VIRGINIA

CERTIFICATE

J. George W. Sharp, Secretary of State of the State of West Virginia, hereby certify that

W. L. Zasant, President of

KINGS DAUGHTERS GENERAL HOSPITAL,

a corporation created and organized under the laws of the State of West Virginia, has certified to me under his signature, that, at a meeting of the stockholders of said corporation, regularly hold in accordance with the requirements of the law of said State, at the office thereof, in the City of Rockley, west Virginia, on the 20th day of March, 1928, at which meeting a majority of stock of such corporation being represented by the holders thereof, in person or by proxy, and voting for the following resolution, the same was duly and regularly adopted and passed, to with:

     “Be it resolved, that the name of this company be changed from Kings Daughters General Hospital to the Raleigh General Hospital, by which latter name it shall hereafter be known, and that the President or other officers be directed and empowered to certify this resolution to the Secretary of State of the State of West Virginia, and to do all things required by the law to complete such charge.”

          WHEREFORE, I do declare said change of name to be authorized by law, and that said corporation shall hereafter be known by the name of RALEIGH GENERAL HOSPITAL.

	Given under my hand and the Great Seal of the said State, at the City of Charleston, this  FOURTH
	day of APRIL, 1928.
(G. S.)	GEORGE W. SHARP.
	Secretary of State

     I, W. L. VanSant, President of Raleigh General Hospital Company, a corporation created under the laws of the State of West Virginia, do hereby certify to the Secretary of State of West Virginia that at a special meeting of the stockholders of said company, regularly held at the office of the company in the City or Beckley, and State of West Virginia, on the 20th day of March, 1928, at which meeting a majority of the stock of said company was present, and represented by the holders thereof, or under authority of proxies duly given, so authorizing the voting of the same, as if they were present and voting, and the following resolution was offered and carried by unanimous vote of all present, which was more than a majority of all the stock of this company:

     “Be it resolved, that the same of this company be changed from Alags Daughters General Hospital to the Raleigh General Hospital, by which latter name it shall hereafter be known, and that the President, or other officers be directed and empowered to certify this resolution to the Secretary of State of the State of West Virginia, and to do all things required by the law to complete such change.”

and the said resolution was declared as duly adopted.

     I do further certify that notice of the intention to offer such resolution was given by letter to each individual stockholder of this company to his last known Post Office address for more than fourteen days prior to the 20th day of March, 1928, and that such notices were in compliance with the by-laws of this company.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed the common seal of said company, this the 22nd day of March, 1928.

     Given under my hand and the common seal of said corporation.

	/s/ [ILLEGIBLE] President of Raleign General Hospital
This company has
no incorporate seal.

STATE OF WEST VIRGINIA

CERTIFICATE

I, GEORGE W. SHARP, Secretary of State of the State of West Virginia hereby certify that

W. L. Vansant, President of

          RALEIGH GENERAL HOSPITAL, a corporation created and organized under the laws of the state of West Virginia, has certified to me under his signature and the corporate seal of said corporation, that, at a meeting of the stockholders of said corporation, regularly held in accordance with the requirements of the law of said State, at the office thereof, in the City of Beckley. West Virginia, on the 20th day of November, 1929, at which meeting a majority of stock or such corporation being represented by the holders thereof, in person or by proxy, and voting for the following resolution, the same was duly and regularly adopted and passed, to wit:

     “RESOLVED, That the authorized capital stock of Raleigh General Hospital, a corporation, be increased from One Thousand (1000) shares of the par value of Fifty ($50) Dollars each, to Two Thousand (2000) shares of the par value of Fifty ($50) Dollars each, so that the authorized capital stock of said corporation shall hereafter be One Hundred Thousand ($100,000) Dollars instead of Fifty Thousand ($50,000) Dollars as heretofore.”

          WHEREFORE, I do declare said increase of the authorized capital stock as set forth in the foregoing resolution authorized by law.

	Given under my hand and the Great Seal of the said State, at the City of Charleston, this THIRTIETH
	day of NOVEMBER, 1929.
(G. S.)	GEORGE W. SHARP.
	Secretary of State

     I, W. L. VANSANT, President of Raleigh General Hospital, a corporation created and organized under the laws of the State of West Virginia, do hereby certify to the Secretary of State of the State of West Virginia, that, at a meeting of the stockholders of said corporation regularly held in accordance with the requirements of the law of said State at the office of the said corporation at Beckley on the 20th day of November, 1929 at which meeting a majority of the stock of said corporation being represented by the holders thereof, in person or by proxy, and voting for the following resolution, the same was duly and regularly adopted and passed, to-wits

“RESOLVED, That the authorized capital stock of Raleigh General Hospital, a corporation, be increased from One Thousand (1000) shares of the par value of Fifty ($50) Dollars each, to Two Thousand (2000) shares of the par value of Fifty ($50) Dollars each, sothat the authorized capital stock of said corporation shall hereafter “be One Hundred Thousand ($100,000) Dollars instead of Fifty Thousand ($50,000) Dollars as heretofore”.

     Given under may hand and the seal of said corporation this the 20th day of November, 1929.

/s/ W. L. Vansant  

PRESIDENT OF 

RALEIGH GENERAL HOSPITAL. 

FILED

SEP 30 2005

IN THE OFFICE OF
SECRETARY OF STATE

Betty Ireland		Penney Barker, Manager
Secretary of State		Corporations Division
State Capital Bldg.		Tel: (304)558-8000
1900 Kanawha Blvd. East		Fax (304) 558-8381
Charleston, WY 25305		Hrs-8:30-5:00pm

www.wvsos.com	WEST VIRGINIA	business@wvsos.com
	STATEMENT OF CONVERSION
FEE: $25	of a domestic corporation to a domestic limited liability company
	(form to accompany the articles of organization

In accordance with §31D-11-1109 of the Code of West Virginia, the undersigned organization adopts the following Articles of Conversion.

(Check appropriate boxes and complete each line of the application)

1. þ The corporation was converted to a limited liability company

2. The name of the corporation that converted to a limited liability company, and if it has [ILLEGIBLE], the name under which it was originally incorporated is: Raleigh General Hospital

3. The date of filing of its original articles of incorporation with the West Virginia Secretary of State’s Office is: August 14, 1920.

4. The name of the limited liability company into which the corporation shall be converted is: Raleigh General Hospital, LLC

5. The following statement must be checked before the Secretary of State can approve the conversion.

þ The conversion has been approved in accordance with the provisions of West Virginia Code §31D-11-1109. (see below)

31D-11-1109 (b) The Board of Directors of the corporation which desires to convert under this section shall adopt a plan of conversion approving the conversion and recommending the approval of the conversion by the shareholders of the corporation. Such resolution shall be submitted to the shareholders of the corporation at an annual or special meeting. The corporation must notify each shareholder, whether or not entitled to vote of the meeting of shareholders at which the plan of conversion is to be submitted for approval. At the meeting, the plan of conversion shall be considered and a vote taken for its adoption or rejection. Approval of the plan of conversion requires the approval of all of the shareholders, whether or not entitled to vote.

6.	The requested effective date is:	þ the date and time of filing
	[Requested date may not be earlier than
	filing nor later than 90 days after filing.]	o the following date:

7. Contact name and number of person to reach in case of problem with filing: (optional, however, listing one may help to avoid a return or rejection of filing if there appears to be a problem with the document)

Name: Maureen Timoney Joyce, Esq. Phone: 615-344-9551

8. Signature of person executing document:

[ILLEGIBLE]   Signature Attorney in-fact for Manager   Capacity in which he/she is signing
(Example: member, manager, etc.)

Form CD-10 Issued by the WV Secretary of State Revised 6/1/05

FILED

SEP 30 2005

IN THE OFFICE OF
SECRETARY OF STATE

Betty Ireland		Penney Barker, Manager
Secretary of State		Corporations Division
State Capital Building		Tel: (304) 558-8000
1900 Kanawha Blvd. East		Fax: (304) 558-8381
Charleston, WV 25305-0770	WEST VIRGINIA	Hours: 8:30 a.m. - 5:00 p.m. ET
	ARTICLES OF ORGANIZATION
	OF LIMITED LIABILITY COMPANY	Control#

We, acting as organizers according to West Virginia Code §31B-2-202, adopt the following Articles of Organization for a West Virginia Limited Liability Company:

1. The name of the West Virginia limited liability Company Shall be: [The name must contain one of the required terms such as “limited liability company” or abbreviations such as “LLC” or “PLLC”—see Instructions for list of acceptable terms.] Raleigh General Hospital, LLC 

2.	The company will be an:	þ LLC     o	professional LLC for the profession of
3.	The address of the initial designated office of the company in WV, if any, will be: [need not be a place of the company’s business]	Street:
		City/State/Zip:	WV
4.	The mailing address of the principal office, if different, will be:	Street/Box:	One Park Plaza
		City/State/Zip:	Nashville, TN 37203
5.	The name and address of the agent for service of process, If any, is:	Name:	CT Corporation System
		Street:	707 Virginia Street East
		City/State/Zip:	Charleston, WV 25301
	The mailing address of the	Street/Box:
	above agent of process, if different, is:
		City/State/Zip:

6. The name and address of each organizer:

Name	No. & Street	City. State. Zip
Hospital Corp., LLC	One Park Plaza	Nashville, TN 37203

7. The company will be:	þ  an at-will company, for an indefinite period.
	o   a term company, for the term of     years.

FFORM LLD-I Issued by the Secretary of State, State Capital, Charleston, WV 25305-0770 Revised 1/05

 WEST VIRGINIA ARTICLES OF ORGANIZATION OF LIMITED LIABILITY COMPANY Page 2

8. The Company will be:

o   member-managed, [List the name
and address of each member with
signature authority, attach an extra sheet if needed] OR þ   manager-managed, [List the name
and address of each manager with
signature authority, attach an extra sheet if needed.]

Name	Address	City State Zip
John M. Franck II	One Park Plaza	Nashville, TN 37203
R. Milton Johnson	One Park Plaza	Nashville, TN 37203
A. Bruce Moore, Jr.	One Park Plaza	Nashville, TN 37203

9.	All or specified members of a limited liability company are liable in their capacity as members for all or specified debts, obligations or liabilities of the company.	þ	NO—	All debts, obligations and liabilities are those of the company.
		o	YES—	Those persons who are liable in their capacity as members for all debts, obligations or liability of the company have consented to this in writing.

10.	The purposes for which this limited liability company is formed are as follows: (Describe the type(s) of business activity which will be conducted, for example, “real estate,” “construction of residential and commercial buildings,” “commercial printing,” “professional practice of architecture.”)
	Any lawful business permitted by the West Virginia Uniform Limited Liability Company Act, including without limitation, acquiring, constructing, developing, owning, operating, selling, leasing, financing, and otherwise dealing with real property and healthcare businesses.
11.	Other provisions which may be set forth in the operating agreement or matters not inconsistent with law:
	[See instructions for further information; use extra pages if necessary.)
12.	The number of pages attached and Included in these Articles is 2.

13.	The requested effective date is:	þ the date & time of filing
	[Requested date may not be earlier than
	filing nor later than 90 days after filing.]	o the following date                      and time

14. Contact and Signature Information:

a.	Contact person to reach in case there is a problem with filing: Maureen Timoney Joyce, Esq.
	Phone # 615-344-9551
	Business email address, if any:
b.	Signature of: (manager of a manager-manged company, member of a member-managed company, person organizing the company, if the company has not been formed or attorney-in-fact for any of the above.

Blake Watt	Attorney-in-fact for Manager	/s/ Blake Watt
Name [print or type]	Title/Capacity	Signature

EX-3.324

Exhibit 3.324

Amended and Restated
Operating Agreement
of
Raleigh General Hospital, LLC

     This Amended and Restated Operating Agreement of Raleigh General Hospital, LLC, effective as of July 1, 2006 (this “Agreement”) is entered into by LifePoint WV Holdings, Inc., as the sole member (the “Member”).

     WHEREAS, the Member desires to amend and restate the original Operating Agreement; and

     NOW, THEREFORE, the Member hereby amends and restates the original Operating Agreement as follows:

     1. Name. The name of the limited liability company shall be Raleigh General Hospital, LLC (the “Company”).

     2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the West Virginia Uniform Limited Liability Company Act (“Act”) and engaging in any and all activities necessary or incidental to the foregoing.

     3. Registered Office. The address of the registered office of the Company in the State of West Virginia is 707 Virginia Street, East, Charleston, West Virginia 25301.

     4. Registered Agent The name and address of the registered agent of the Company for service of process on the Company in the State of West Virginia is C T Corporation System, 707 Virginia Street, East, Charleston, West Virginia 25301.

     5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

     The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

     6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or

otherwise, possessed by members of a limited liability company under the laws of the State of West Virginia. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

Robert N. Klein, President
Michael J. Culotta, Chief Financial Officer
William M. Gracey, Chief Operations Officer
William E. Hoffman, Jr., Senior Vice President
R. Scott Raplee, Senior Vice President
Gary D. Willis, Senior Vice President
Donald J. Bivacca, Vice President
W. Vail Willis, Vice President
Christopher J. Monte, Vice President
Mary Kim E. Shipp, Secretary

     The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

     7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under the provisions of the Act.

     8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

     9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

     10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

     11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

     12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

     13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

     14. Indemnification. The Company shall indemnify and hold harmless each

manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

     15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” pursuant to the provisions of the Act.

     16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

     17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of West Virginia.

     IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of July 1, 2006.

	LifePoint WV Holdings, Inc.
By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Secretary

EX-3.325

Exhibit 3.325

PAGE 1

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “RIVER PARISHES HOLDINGS, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE TWENTY-EIGHTH DAY OF JANUARY, A.D. 2005, AT 1:29 O’CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “RIVER PARISHES HOLDINGS, LLC”.

3918497 8100H 110292863		/s/ Jeffrey W. Bullock Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8620263 DATE: 03-14-11
You may verify this certificate online at corp. delaware.gov/authver.shtml

State of Delaware
Secretary of State
Division of Corporations
Delivered 01:50 PM 01/28/2005
FILED 01:29 PM 01/28/2005
SRV 050072436 – 3918497 FILE

Certificate of Formation
of
River Parishes Holdings, LLC

     The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

     FIRST: The name of the limited liability company is River Parishes Holdings, LLC (the “Company”).

     SECOND: The address of the registered office and the name and address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of January 23, 2005.

By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Authorized Person

EX-3.326

Exhibit 3.326

Limited Liability Company Agreement
of
River Parishes Holdings, LLC

     This Limited Liability Company Agreement of River Parishes Holdings, LLC, effective as of January 28, 2005 (this “Agreement”) is entered into by LifePoint Holdings 2, LLC, as the sole member (the “Member”).

     WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

     WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto;

     NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

     1. Name. The name of the limited liability company shall be River Parishes Holdings, LLC (the “Company”).

     2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

     3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801.

     4. Registered Agent The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1209 Orange Street, Wilmington, Delaware 19801.

     5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

     The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

     6. Powers. The business and affairs of the Company shall be managed by the

     Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

Michael A. Wiechart, President
William F. Carpenter III, Executive Vice President and Secretary
Michael J. Culotta, Chief Financial Officer
William M. Gracey, Chief Operations Officer
R. Scott Raplee, Senior Vice President
Donald J. Bivacca, Vice President
Gary D. Willis, Vice President
William E. Hoffman, Jr., Vice President
Kelvin M. Ault, Vice President
W. Vail Willis, Vice President
Mary Kim E. Shipp, Assistant Secretary

     The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

     7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

     8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

     9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

     10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

     11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

     12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

     13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein

or in the Act.

     14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

     15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

     16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

     17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

     IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of January 28, 2005.

LifePoint Holdings 2, LLC
By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Assistant Secretary

EX-3.327

Exhibit 3.327

PAGE 1

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “RIVER PARISHES HOSPITAL, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE THIRTY-FIRST DAY OF MARCH, A.D. 2004, AT 3:11 O’CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “RIVER PARISHES HOSPITAL, LLC”.

3784530 8100H 110292878		/s/ Jeffrey W. Bullock Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8620269 DATE: 03-14-11
You may verify this certificate online at corp. delaware.gov/authver.shtml

State of Delaware
Secretary of State
Division of Corporations
Delivered 03:31 PM 03/31/2004
FILED 03:11 PM 03/31/2004
SRV 040237473 – 3784530 FILE

Certificate of Formation
of
River Parishes Hospital, LLC

     The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

     FIRST: The name of the limited liability company is River Parishes Hospital, LLC (the “Company”).

     SECOND: The address of the registered office and the name and address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of March 31, 2004.

By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Authorized Person

- 2 -

EX-3.328

Exhibit 3.328

Limited Liability Company Agreement
of
River Parishes Hospital, LLC

          This Limited Liability Company Agreement of River Parishes Hospital, LLC, effective as of May 1, 2004 (this “Agreement”) is entered into by LifePoint Holdings 2, LLC, as the sole member (the “Member”).

          WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

          WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto;

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

          1. Name. The name of the limited liability company shall be River Parishes Hospital, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

          4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make

-3-

additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

Michael A. Wiechart	President
William F. Carpenter III	Executive Vice President and Secretary
Michael J. Culotta	Chief Financial Officer
William M. Gracey	Chief Operations Officer
R. Scott Raplee	Senior Vice President
Donald J. Bivacca	Vice President
Gary D. Willis	Vice President
William E. Hoffman, Jr.	Vice President
Kelvin M. Ault	Vice President
W. Vail Willis	Vice President
Mary Kim E. Shipp	Assistant Secretary

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the

-4-

Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

          15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

          17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

          IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of May 1, 2004.

LifePoint Holdings 2, LLC
By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Manager & Assistant Secretary

-5-

EX-3.329

Exhibit 3.329

PAGE 1

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “RIVER PARISHES PARTNER, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE NINTH DAY OF MARCH, A.D. 2005, AT 2:41 O’CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “RIVER PARISHES PARTNER, LLC”.

3937262 8100H

110292895 /s/ Jeffrey W. Bullock
  Jeffrey W. Bullock, Secretary of State
AUTHENTICATION: 8620278

DATE: 03-14-11

You may verify this certificate online
at corp. delaware.gov/authver. shtml

Certificate of Formation
of
RIVER PARISHES PARTNER, LLC

          The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

          FIRST: The name of the limited liability company is River Parishes Partner, LLC (the “Company”).

          SECOND: The address of the registered office and the name and address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

          IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of March 9, 2005.

By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Authorized Person

State of Delaware
Secretary of State
Division of Corporations
Delivered 02:56 PM 03/09/2005
FILED 02:41 PM 03/09/2005
SRV 050199196 — 3937262 FILE

EX-3.330

Exhibit 3.330

Limited Liability Company Agreement

of

River Parishes Partner, LLC

          This Limited Liability Company Agreement of River Parishes Partner, LLC, effective as of March 9, 2005 (this “Agreement”) is entered into by LifePoint Holdings 2, LLC, as the sole member (the “Member”).

          WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

          WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto;

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

          1. Name. The name of the limited liability company shall be River Parishes Partner, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801.

          4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1209 Orange Street, Wilmington, Delaware 19801.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the

Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

Michael A. Wiechart, President
William F. Carpenter III, Executive Vice President and Secretary
Michael J. Culotta, Chief Financial Officer
William M. Gracey, Chief Operations Officer
R. Scott Raplee, Senior Vice President
Donald J. Bivacca, Vice President
Gary D. Willis, Vice President
William E. Hoffman, Jr., Vice President
Kelvin M. Ault, Vice President
W. Vail Willis, Vice President
Mary Kim E. Shipp, Assistant Secretary

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

          15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

          17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

          IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of March 9, 2005.

LifePoint Holdings 2, LLC
By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Assistant Secretary

EX-3.331

Exhibit 3.331

PAGE 1

          I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “RIVER PARISHES PHYSICIAN PRACTICES, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

          THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

          CERTIFICATE OF FORMATION, FILED THE NINTH DAY OF JUNE, A.D. 2004, AT 6:39 O’CLOCK P.M.

          AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “RIVER PARISHES PHYSICIAN PRACTICES, LLC”.

3814233 8100H
110292908 /s/ Jeffrey W. Bullock
  Jeffrey W. Bullock, Secretary of State
AUTHENTICATION: 8620283
DATE: 03-14-11

You may verify this certificate
online at corp. delaware. gov/authver. shtml

State of Delaware
Secretary of State
Division of Corporations
Delivered 08:07 PM 06/09/2004
FILED 06:39 PM 06/09/2004
SRV 040429014 – 3814233 FILE

Certificate of Formation
of
River Parishes Physician Practices, LLC

          The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

          FIRST: The name of the limited liability company is River Parishes Physician Practices, LLC (the “Company”).

          SECOND: The address of the registered office and the name and address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

          IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of June 9, 2004.

By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Authorized Person

EX-3.332

Exhibit 3.332

Limited Liability Company agreement
of
River Parishes Physician Practices, LLC

          This Limited Liability Company Agreement of River Parishes Physician Practices, LLC, effective as of June 9, 2004 (this “Agreement”) is entered into by LifePoint Holdings 2, LLC, as the sole member (the “Member”).

          WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

          WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto;

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

          1. Name. The name of the limited liability company shall be River Parishes Physician Practices, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

          4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make

additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

Michael A. Wiechart	President
William F. Carpenter III	Executive Vice President and Secretary
Michael J. Culotta	Chief Financial Officer
William M. Gracey	Chief Operations Officer
R. Scott Raplee	Senior Vice President
Donald J. Bivacca	Vice President
Gary D. Willis	Vice President
Kelvin M. Ault	Vice President
W. Vail Willis	Vice President
Mary Kim E. Shipp	Assistant Secretary

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be

admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

          15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

          17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

          IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of June 9, 2004.

LifePoint Holdings 2, LLC
By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Manager & Assistant Secretary

Schedule A

	Capital		Limited Liability
Member and Business Address	Contribution		Company Interest
LifePoint Holdings 2, LLC	$	1,000		100	%
103 Powell Court, Suite 200 Brentwood, TN 37027 Attn: William F. Carpenter III

Certificate Of Interest

IN

River Parishes Physician Practices, LLC

Name	Contribution		Ownership
LifePoint Holdings 2, LLC	$	1,000		100	%

Date: June 9, 2004

By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Manager & Assistant Secretary

EX-3.333

Exhibit 3.333

PAGE 1

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “RIVERTON AMBULATORY SURGERY CENTER, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE THIRD DAY OF NOVEMBER, A.D. 2005, AT 10:38 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “RIVERTON AMBULATORY SURGERY CENTER, LLC”.

4055262 8100H
110292926 /s/ Jeffrey W. Bullock Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8620287
  DATE: 03-14-11

You may verify this certificate online at
corp. delaware. gov/authver. shtml

State of Delaware
Secretary of State
Division of Corporations
Delivered 11:41 AM 11/03/2005
FILED 10:38 AM 11/03/2005
SRV 050898697 – 4055262 FILE

Certificate of Formation
of
Riverton Ambulatory Surgery Center, LLC

     The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

     FIRST: The name of the limited liability company is Riverton Ambulatory Surgery Center, LLC (the “Company”).

     SECOND: The address of the registered office and the name and address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of November 2, 2005.

By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Authorized Person

EX-3.334

Exhibit 3.334

Limited Liability Company Agreement
of
Riverton Ambulatory Surgery Center, LLC

          This Limited Liability Company Agreement of Riverton Ambulatory Surgery Center, LLC, effective as of March 12, 2010 (this “Agreement”) is entered into by Riverton Memorial Hospital, LLC, as the sole member (the “Member”).

          WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto;

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

          1. Name. The name of the limited liability company shall be Riverton Ambulatory Surgery Center, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801.

          4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1209 Orange Street, Wilmington, Delaware 19801.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until

such person’s earlier resignation or removal:

David M. Dill, President
Jeffrey S. Sherman, Executive Vice President
John P. Bumpus, Executive Vice President
Paul D. Gilbert, Executive Vice President
Michael S. Coggin, Senior Vice President and Treasurer
Christopher J. Monte, Vice President
Mary Kim E. Shipp, Secretary

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

          15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

          17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

          IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of March 12, 2010.

Riverton Memorial, Hospital, LLC
By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp Secretary

EX-3.335

Exhibit 3.335

PAGE 1

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “RIVERTON MEMORIAL HOSPITAL, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE NINTH DAY OF NOVEMBER, A.D. 1998, AT 9 O’CLOCK A.M.

     CERTIFICATE OF MERGER, FILED THE TWENTY-SECOND DAY OF APRIL, A.D. 1999, AT 2:15 O’CLOCK P.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “RIVERTON MEMORIAL HOSPITAL, LLC”.

		/s/ Jeffrey W. Bullock  Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8620292 DATE: 03-14-11
2964559 8100H 110292937

You may verify this certificate online
at corp.delaware.gov/authver.shtml

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 11/09/1998
981430985 - 2964559

CERTIFICATE OF FORMATION
OF
RIVERTON MEMORIAL HOSPITAL, LLC

Under Section 18-201 of the
Delaware Limited Liability Company Act

     FIRST: The name of the limited liability company is Riverton Memorial Hospital, LLC (the “Company”).

     SECOND: The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

     THIRD: The name and address of the Company’s registered agent for service of process is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of November 5, 1998.

By:	/s/ John M. Franck II
	Name:	John M. Franck II
	Title:	Authorized Person

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 02:15 PM 04/22/1999
991159226 - 2964559

CERTIFICATE OF MERGER

OF

WYOMING HEALTH MERGER CORP.

INTO

RIVERTON MEMORIAL HOSPITAL, LLC

Pursuant to Section 18-209
of the Delaware Limited Liability Company Act
and Section 264 of the Delaware General Corporation Law

     The undersigned limited liability company and corporation DO HEREBY CERTIFY:

FIRST: The name and the state of organization of each of the constituent entities to the merger are as follows:

Name	State of Formation or Organization
Riverton Memorial Hospital, LLC (the “LLC”)	Delaware
Wyoming Health Merger Corp. (the “Company”)	Delaware

     SECOND: An Agreement and Plan of Merger between the constituent entities to the merger (the “Merger Agreement”) has been adopted, approved, certified, executed and acknowledged by each of the constituent entities to the merger.

     THIRD: The Company shall be merged with and into the LLC, with the LLC being the surviving entity (the “Surviving Entity”) in the merger, and the name of the Surviving Entity shall be Riverton Memorial Hospital, LLC.

     FOURTH: The Certificate of Formation of the LLC at the effective time of the merger shall be the Certificate of Formation of the Surviving Entity.

     FIFTH: The executed Merger Agreement is on file at the principal place of business of the Surviving Entity. The address of the Surviving Entity is One Park Plaza, Nashville, Tennessee 37203.

     SIXTH: A copy of the Merger Agreement will be furnished by the Surviving Entity, on request and without cost, to any stockholder or member, as the case may be, of the constituent entities.

     SEVENTH: This Certificate of Merger shall be effective on April 22, 1999.

*****

2

     IN WITNESS WHEREOF, this Certificate of Merger has been executed on this 21st day of April, 1999.

RIVERTON MEMORIAL HOSPITAL, LLC
By:	/s/ John M. Franck II
	John M. Franck II
	Manager
WYOMING HEALTH MERGER CORP.
By:	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

3

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:00 AM 01/22/2002
020040700 - 2964559

CERTIFICATE OF AMENDMENT

OF

Riverton Memorial Hospital, LLC

     1. The name of the limited liability company is Riverton Memorial Hospital, LLC

     2. The Certificate of Formation of the limited liability company is hereby amended as follows:

     The name and address of the registered agent is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Riverton Memorial Hospital, LLC this 15 day of January, 2002.

Riverton Memorial Hospital, LLC

/s/ William E. Carpenter III William E. Carpenter III,

          Manager

Title

EX-3.336

Exhibit 3.336

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
RIVERTON MEMORIAL HOSPITAL, LLC

     This Amended and Restated Limited Liability Company Agreement of Riverton Memorial Hospital, LLC, is entered into by Healthtrust, Inc. — The Hospital Company, as the sole member (the “Member”).

     WHEREAS, the Member desires to form Limited Liability Company Agreement of Riverton Memorial Hospital, LLC, effective as of November 9, 1998.

     NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby agrees as follows:

     1. Name. The name of the limited liability company shall be Riverton Memorial Hospital, LLC (the “Company”).

     2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”) engaging in any and all activities necessary or incidental to the foregoing.

     3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

     4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

     5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

     The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

     6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set

forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

James M. Fleetwood, Jr.	President and Secretary
Scott L. Mercy	Chief Executive Officer
John M. Franck II	Vice President
Ronald Lee Grubbs, Jr.	Vice President
R. Milton Johnson	Vice President

     The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

     7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

     8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

     9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

     10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

     11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

     12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

     13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

     14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

2

     15. Certificate(s) of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

     16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

     17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

******

3

     IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Limited Liability Company Agreement on the 29^th day of April, 1999.

HEALTHTRUST, INC. — THE HOSPITAL      COMPANY
By:	/s/ John M. Franck II
	John M. Franck II
	Vice President

4

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), Healthtrust, Inc. — The Hospital Company (“Healthtrust”) assigned, transferred and conveyed its 100% limited liability company interest in Riverton Memorial Hospital, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals, Inc. (“LifePoint Inc.”), whereupon LifePoint Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Healthtrust as the sole member (the “Member”) shall be deemed to be references to LifePoint Inc. as the Member.

     IN WITNESS WHEREOF, LifePoint Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS, INC
By:	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals, Inc. (“LifePoint Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in Riverton Memorial Hospital, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals Holdings, Inc. (“Holdings Inc.”), whereupon Holdings Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to LifePoint Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings Inc. as the Member.

     IN WITNESS WHEREOF, Holdings Inc. has executed this Addendum on the 11^th day of May, 1999.

	LIFEPOINT HOSPITALS HOLDINGS, INC.
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

EX-3.337

Exhibit 3.337

PAGE 1

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “RIVERTON ONCOLOGY PRACTICE, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE NINTH DAY OF DECEMBER, A.D. 2008, AT 4:40 O’CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “RIVERTON ONCOLOGY PRACTICE, LLC”.

		/s/ Jeffrey W. Bullock  Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8620295 DATE: 03-14-11
4631489 8100H 110292948

You may verify this certificate online
at corp.delaware.gov/authver.shtml

State of Delaware
Secretary of State
Division of Corporations
Delivered 06:39 PM 12/09/2008
FILED 04:40 PM 12/09/2008
SRV 081179011 - 4631489 FILE

Certificate of Formation
of
Riverton Oncology Practice, LLC

     The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

     FIRST: The name of the limited liability company is Riverton Oncology Practice, LLC (the “Company”).

     SECOND: The address of the registered office and the name and address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of December 9, 2008.

By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Authorized Person

EX-3.338

Exhibit 3.338

Limited Liability Company Agreement
of
Riverton Oncology Practice, LLC

     This Limited Liability Company Agreement of Riverton Oncology Practice, LLC, effective as of December 9, 2008 (this “Agreement”) is entered into by LifePoint Hospitals Holdings, Inc., as the sole member (the “Member”).

     WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

     WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto;

     NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

     1. Name. The name of the limited liability company shall be Riverton Oncology Practice, LLC (the “Company”).

     2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

     3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801.

     4. Registered Agent The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1209 Orange Street, Wilmington, Delaware 19801.

     5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

     The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

     6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited

liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

Donald J. Bivacca, President
David M. Dill, Chief Financial Officer
Paul D. Gilbert, Senior Vice President
R. Scott Raplee, Senior Vice President
W. Vail Willis, Vice President
Gerald Christine, Vice President
Christopher J. Monte, Vice President
Mary Kim E. Shipp, Secretary

     The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

     7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

     8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

     9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

     10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

     11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

     12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

     13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

     14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

2

     15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

     16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

     17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

     IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of December 9, 2008.

LifePoint Hospitals Holdings, Inc.
By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Secretary

3

EX-3.339

Exhibit 3.339

PAGE 1

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “RIVERTON PHYSICIAN PRACTICES, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE FIFTEENTH DAY OF DECEMBER, A.D. 1998, AT 9 O’CLOCK A.M.

     CERTIFICATE OF MERGER, FILED THE TWENTY-SECOND DAY OF APRIL, A.D. 1999, AT 2:15 O’CLOCK P.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “RIVERTON PHYSICIAN PRACTICES, LLC”.

		/s/ Jeffrey W. Bullock  Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8619910 DATE: 03-14-11
2980103 8100H 110292374

You may verify this certificate online
at corp.delaware.gov/authver.shtml

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 12/15/1998
981485533 - 2980103

CERTIFICATE OF FORMATION
OF
RIVERTON PHYSICIAN PRACTICES, LLC

Under Section 18-201 of the
Delaware Limited Liability Company Act

     FIRST: The name of the limited liability company is Riverton Physician Practices, LLC (the “Company”).

     SECOND: The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

     THIRD: The name and address of the Company’s registered agent for service of process is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of December 15, 1998.

By:	/s/ John M. Franck II
	Name:	John M. Franck II
	Title:	Authorized Person

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 02:15 PM 04/22/1999
991159311 - 2980103

CERTIFICATE OF MERGER

OF

RIVERTON MSO MERGER CORP.

INTO

RIVERTON PHYSICIAN PRACTICES, LLC

Pursuant to Section 18-209
of the Delaware Limited Liability Company Act
and Section 264 of the Delaware General Corporation Law

     The undersigned limited liability company and corporation DO HEREBY CERTIFY:

     FIRST: The name and the state of organization of each of the constituent entities to the merger are as follows:

Name	State of Formation or Organization
Riverton Physician Practices, LLC (the “LLC”)	Delaware
Riverton MSO Merger Corp. (the “Company”)	Delaware

     SECOND: An Agreement and Plan of Merger between the constituent entities to the merger (the “Merger Agreement”) has been adopted, approved, certified, executed and acknowledged by each of the constituent entities to the merger.

     THIRD: The Company shall be merged with and into the LLC, with the LLC being the surviving entity (the “Surviving Entity”) in the merger, and the name of the Surviving Entity shall be Riverton Physician Practices, LLC.

     FOURTH: The Certificate of Formation of the LLC at the effective time of the merger shall be the Certificate of Formation of the Surviving Entity.

     FIFTH: The executed Merger Agreement is on file at the principal place of business of the Surviving Entity. The address of the Surviving Entity is One Park Plaza, Nashville, Tennessee 37203.

     SIXTH: A copy of the Merger Agreement will be furnished by the Surviving Entity, on request and without cost, to any stockholder or member, as the case may be, of the constituent entities.

     SEVENTH: This Certificate of Merger shall be effective on April 22, 1999.

*****

2

     IN WITNESS WHEREOF, this Certificate of Merger has been executed on this 21st day of April, 1999.

RIVERTON PHYSICIAN PRACTICES, LLC
By:	/s/ John M. Franck II
	John M. Franck II
	Manager
RIVERTON MSO MERGER CORP.
By:	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

3

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:00 AM 01/22/2002
020040710 - 2980103

CERTIFICATE OF AMENDMENT

OF

Riverton Physician Practices, LLC

     1. The name of the limited liability company is Riverton Physician Practices, LLC

     2. The Certificate of Formation of the limited liability company is hereby amended as follows:

     The name and address of the registered agent is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Riverton Physician Practices, LLC this 15 day of January, 2002.

Riverton Physician Practices, LLC

/s/ William F. Carpenter III William F. Carpenter III,
        Manager

Title

EX-3.340

Exhibit 3.340

AMENDED AND RESTATE
LIMITED LIABILITY COMPANY AGREEMENT
OF
RIVERTON PHYSICIAN PRACTICES, LLC

          This Amended and Restated Limited Liability Company Agreement of Riverton Physician Practices, LLC, is entered into by Healthtrust, Inc. — The Hospital Company, as the sole member (the “Member”).

          WHEREAS, the Member desires to amend and restate the Limited Liability Company Agreement of Riverton Physician Practices, LLC, effective as of December 15, 1998.

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby agrees as follows:

          1. Name. The name of the limited liability company shall be Riverton Physician Practices, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”) engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

          4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set

forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

James M. Fleetwood, Jr.	President and Secretary
Scott L. Mercy	Chief Executive Officer
John M. Franck II	Vice President
Ronald Lee Grubbs, Jr.	Vice President
R. Milton Johnson	Vice President

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

2

          15. Certificate(s) of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

          17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

******

3

          IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Limited Liability Company Agreement on the 29^th day of April, 1999.

HEALTHTRUST, INC. — THE HOSPITAL COMPANY
By:	/s/ John M. Franck II
	John M. Franck II
	Vice President

4

ADDENDUM

          Effective as of May 11, 1999 (the “Effective Date”), Healthtrust, Inc. — The Hospital Company (“Healthtrust”) assigned, transferred and conveyed its 100% limited liability company interest in Riverton Physician Practices, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals, Inc. (“LifePoint Inc.”), whereupon LifePoint Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

          The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Healthtrust as the sole member (the “Member”) shall be deemed to be references to LifePoint Inc. as the Member.

          IN WITNESS WHEREOF, LifePoint Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS, INC.
By:	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

          Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals, Inc. (“LifePoint Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in Riverton Physician Practices, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals Holdings, Inc. (“Holdings Inc.”), whereupon Holdings Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

          The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to LifePoint Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings Inc. as the Member.

          IN WITNESS WHEREOF, Holdings Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS HOLDINGS, INC.
By:	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

           Effective as of April 19, 1999 (the “Merger Date”), Riverton MSO, Inc. (“Riverton”) merged with and into Riverton MSO Merger Corp. (“Riverton MSO”), whereupon Riverton MSO became the sole member of Riverton Physician Practices, LLC, a Delaware limited liability company (“LLC”). Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

          The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Merger Date, all references in the Agreement to Riverton as the sole member (the “Member”) shall be deemed to be references to Riverton MSO as the Member.

          IN WITNESS WHEREOF, Riverton MSO has executed this Addendum on the 19^th day of April, 1999.

RIVERTON MSO MERGER CORP.
By:	/s/ John M. Franck II
	John M. Franck II
	Vice President

ADDENDUM

          Effective as of April 22, 1999 (the “Merger Date”), Riverton MSO Merger Corp. (“Riverton MSO”) merged with and into Riverton Physician Practices, LLC, a Delaware limited liability company (“Riverton”), whereupon HealthTrust, Inc. — The Hospital Company (“HealthTrust”) became the sole member of Riverton. Attached hereto is a copy of the Limited Liability Company Agreement of Riverton (the “Agreement”)

          The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Merger Date, all references in the Agreement to Riverton MSO as the sole member (the “Member”) shall be deemed to be references to HealthTrust as the Member.

          IN WITNESS WHEREOF, HealthTrust has executed this Addendum effective as of the date first written above.

HEALTHTRUST, INC. — THE HOSPITAL COMPANY
By:	/s/ Ronald Lee Grubbs, Jr.
	Ronald Lee Grubbs, Jr.
	Vice President

EX-3.341

Exhibit 3.341

PAGE 1

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “RIVERVIEW MEDICAL CENTER, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE NINTH DAY OF NOVEMBER, A.D. 1998, AT 9 O’CLOCK A.M.

     CERTIFICATE OF MERGER, FILED THE SEVENTH DAY OF MAY, A.D. 1999, AT 3:30 O’CLOCK P.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY–SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “RIVERVIEW MEDICAL CENTER, LLC”.

2964557 8100H

110292393

You may verify this certificate online
at corp.delaware.gov/authver.shtml

/s/ Jeffrey W. Bullock

Jeffrey W. Bullock, Secretary of State

AUTHENTICATION: 8619918

DATE: 03-14-11

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 11/09/1998

981430976 – 2964557

CERTIFICATE OF FORMATION
OF
RIVERVIEW MEDICAL CENTER, LLC

Under Section 18-201 of the
Delaware Limited Liability Company Act

          FIRST: The name of the limited liability company is Riverview Medical Center, LLC (the “Company”).

          SECOND: The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

          THIRD: The name and address of the Company’s registered agent for service of process is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

          IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of November 5, 1998.

By:	/s/ John M. Franck II
	Name:	John M. Franck II
	Title:	Authorized Person

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 03:30 PM 05/07/1999

991183212 – 2964557

CERTIFICATE OF MERGER

OF

EP RIVERVIEW PROPERTYCO, LLC

AND

HSD RIVERVIEW, LLC

INTO

RIVERVIEW MEDICAL CENTER, LLC

Pursuant to Section 18-209 of the
Delaware Limited Liability Company Act

          The undersigned limited liability company DOES HEREBY CERTIFY:

          FIRST: The name and the state of formation or organization of each of the constituent entities to the merger are as follows:

Name	State of Formation or Organization
Riverview Medical Center, LLC (“LLC 1”)	Delaware
EP Riverview Propertyco, LLC (“LLC 2”)	Delaware
HSD Riverview, LLC (“LLC 3”)	Delaware

          SECOND: An Agreement and Plan of Merger among the constituent entities to the merger (the “Merger Agreement”) has been approved and executed by each of the constituent entities in the merger.

          THIRD: Each of LLC 2 and LLC 3 shall be merged with and into LLC 1, with LLC 1 being the surviving entity (the “Surviving Entity”) in the merger, and the name of the Surviving Entity shall be Riverview Medical Center, LLC.

          FOURTH: The Certificate of Formation of LLC 1 at the effective date of the merger shall be the Certificate of Formation of the Surviving Entity.

          FIFTH: The executed Merger Agreement is on file at the principal place of business of the Surviving Entity. The address of the Surviving Entity is One Park Plaza, Nashville, Tennessee 37203.

          SIXTH: A copy of the Merger Agreement will be furnished by the Surviving Entity, on request and without cost, to any member of the constituent entities.

          SEVENTH: This Certificate of Merger shall be effective on May 7, 1999.

*****

2

          IN WITNESS WHEREOF, this Certificate of Merger has been executed on this 6^th day of May, 1999.

RIVERVIEW MEDICAL CENTER, LLC
By:	/s/ Ronald Lee Grubbs
	Ronald Lee Grubbs, Jr.
	Vice President

3

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:00 AM 01/22/2002

020040718 – 2964557

CERTIFICATE OF AMENDMENT

OF

Riverview Medical Center, LLC

     1. The name of the limited liability company is Riverview Medical Center, LLC

     2. The Certificate of Formation of the limited liability company is hereby amended as follows:

The name and address of the registered agent is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Riverview Medical Center, LLC this 15 day of January, 2001.

Riverview Medical Center, LLC

/s/ William F. Carpenter III

William F. Carpenter III,

Manager

Title

4

EX-3.342

Exhibit 3.342

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
RIVERVIEW MEDICAL CENTER, LLC

     This Amended and Restated Limited Liability Company Agreement of Riverview Medical Center, LLC, is entered into by Notami Hospitals of Louisiana, Inc., as the sole member (the “Member”).

     WHEREAS, the Member desires to amend and restate the Limited Liability Company Agreement of Riverview Medical Center, LLC, effective as of November 9, 1998.

     NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby agrees as follows:

     1. Name. The name of the limited liability company shall be Riverview Medical Center, LLC (the “Company”).

     2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”) engaging in any and all activities necessary or incidental to the foregoing.

     3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

     4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

     5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

     The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

     6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

James M. Fleetwood, Jr.	President and Secretary
Scott L. Mercy	Chief Executive Officer
John M. Franck II	Vice President
Ronald Lee Grubbs, Jr.	Vice President
R. Milton Johnson	Vice President

     The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

     7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

     8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

     9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

     10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

     11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

     12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

2

     13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

     14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

     15. Certificate(s) of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

     16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

     17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

******

3

     IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Limited Liability Company Agreement on the 29^th day of April, 1999.

NOTAMI HOSPITALS OF LOUISIANA, INC.
By:	/s/ John M. Franck II
	John M. Franck II
	Vice President

4

ADDENDUM

     Effective as of May 6^th, 1999 (the “Effective Date”), Notami Hospital of Louisiana, Inc. (“Notami”) assigned, transferred and conveyed its 100% limited liability company interest in Riverview Medical Center, LLC, a Delaware limited liability company (“LLC”), to Healthtrust, Inc. - The Hospital Company (“Healthtrust”), whereupon Healthtrust became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Notami as the sole member (the “Member”) shall be deemed to be references to Healthtrust as the Member.

     IN WITNESS WHEREOF, Healthtrust has executed this Addendum on the 6^th day of May, 1999.

HEALTHTRUST, INC. — THE HOSPITAL COMPANY
By	/s/ John M. Franck II
	John M. Franck II
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), Healthtrust, Inc. — The Hospital Company (“Healthtrust”) assigned, transferred and conveyed its 100% limited liability company interest in Riverview Medical Center, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals, Inc. (“LifePoint Inc.”), whereupon LifePoint Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Healthtrust as the sole member (the “Member”) shall be deemed to be references to LifePoint Inc. as the Member.

     IN WITNESS WHEREOF, LifePoint Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS, INC.
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals, Inc. (“LifePoint Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in Riverview Medical Center, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals Holdings, Inc. (“Holdings Inc.”), whereupon Holdings Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to LifePoint Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings Inc. as the Member.

     IN WITNESS WHEREOF, Holdings Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS HOLDINGS, INC.
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals Holdings, Inc. (“Holdings Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in Riverview Medical Center, LLC, a Delaware limited liability company (“LLC”), to LifePoint Holdings 2, LLC (“Holdings 2”), whereupon Holdings 2 became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Holdings Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings 2 as the Member.

     IN WITNESS WHEREOF, Holdings 2 has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOLDINGS 2, LLC
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

EX-3.343

Exhibit 3.343

PAGE 1

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “ROCKDALE HOSPITAL, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE NINETEENTH DAY OF AUGUST, A.D. 2008, AT 3:40 O’CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “ROCKDALE HOSPITAL, LLC”.

/s/ Jeffrey W. Bullock

Jeffrey W. Bullock, Secretary of State

4589489      8100H

110292408 AUTHENTICATION: 8619924

DATE: 03-14-11

You may verify this certificate online
at corp.delaware.gov/authver.shtml

State of Delaware
Secretary of State
Division of Corporations
Delivered 03:41 PM 08/19/2008
FILED 03:40 PM 08/19/2008
SRV 080884322 - 4589489 FILE

Certificate of Formation
of
Rockdale Hospital, LLC

     The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

     FIRST: The name of the limited liability company is Rockdale Hospital, LLC (the “Company”).

     SECOND: The address of the registered office and the name and address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of August 19, 2008.

By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp Authorized Person

EX-3.344

Exhibit 3.344

Limited Liability Company Agreement
of
Rockdale Hospital, LLC

     This Limited Liability Company Agreement of Rockdale Hospital, LLC effective as of August 19, 2008 (this “Agreement”) is entered into by LifePoint Hospitals 2, LLC as the sole member (the “Member”).

     WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

     WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto;

     NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

     1. Name. The name of the limited liability company shall be Rockdale Hospital, LLC (the “Company”).

     2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

     3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801.

     4. Registered Agent The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1209 Orange Street, Wilmington, Delaware 19801.

     5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

     The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

     6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby

designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

Michael A. Wiechart, President
David M. Dill, Chief Financial Officer
William M. Gracey, Chief Operating Officer
Paul D. Gilbert, Executive Vice President
R. Scott Raplee, Senior Vice President
Jonathan C. Wall, Vice President
Christopher J. Monte, Vice President
Mary Kim E. Shipp, Secretary

     The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

     7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

     8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

     9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

     10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

     11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

     12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

     13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

     14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

     15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities”

2

within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

     16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

     17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

     IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of August 19, 2008.

LifePoint Holdings 2, LLC
By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Secretary

3

EX-3.345

Exhibit 3.345

PAGE 1

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “ROCKDALE PHYSICIAN PRACTICES, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE TWENTY-THIRD DAY OF NOVEMBER, A.D. 2009, AT 7:16 O’CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “ROCKDALE PHYSICIAN PRACTICES, LLC”.

/s/ Jeffrey W. Bullock

Jeffrey W. Bullock, Secretary of State

4756887       8100H

110292416 AUTHENTICATION: 8619929

DATE: 03-14-11

You may verify this certificate online
at corp.delaware.gov/authver.shtml

State of Delaware
Secretary of State
Division of Corporations
Delivered 07:24 PM 11/23/2009
FILED 07:16 PM 11/23/2009
SRV 091042569 - 4756887 FILE

Certificate of Formation
of
Rockdale Physician Practices, LLC

     The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

     FIRST: The name of the limited liability company is Rockdale Physician Practices, LLC (the “Company”).

     SECOND: The address of the registered office and the name and address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of November 23, 2009.

By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Authorized Person

EX-3.346

Exhibit 3.346

Limited Liability Company Agreement

of
Rockdale Physician Practices, LLC

          This Limited Liability Company Agreement of Rockdale Physician Practices, LLC, effective as of November 23, 2009 (this “Agreement”) is entered into by LifePoint Holdings 2, LLC, as the sole member (the “Member”).

          WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

          WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto;

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

          1. Name. The name of the limited liability company shall be Rockdale Physician Practices, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801.

          4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1209 Orange Street, Wilmington, Delaware 19801.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited

liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

Jess N. Judy, President
W. Vail Willis, Senior Vice President
Michael S. Coggin, Senior Vice President and Treasurer
Christopher J. Monte, Vice President
Daniel Sykes, Vice President
Timothy D. Vaughn, Vice President
Mary Kim E. Shipp, Secretary

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

2

          15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

          17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

          IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of November 23, 2009.

LifePoint Holdings 2, LLC
By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Secretary

3

EX-3.347

Exhibit 3.347

PAGE 1

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “RUSSELLVILLE HOSPITAL, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF FORMATION, FILED THE TWENTY-SIXTH DAY OF JUNE, A.D. 2002, AT 3 O’CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “RUSSELLVILLE HOSPITAL, LLC” .

3541343    8100H

110292437
You may verify this certificate online
at corp.delaware.gov/authver.shtml /s/ Jeffrey W. Bullock   Jeffrey W. Bullock, Secretary of State
AUTHENTICATION: 8619935

DATE: 03-14-11

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 03:00 PM 06/26/2002
020415366-3541343

Certificate of Formation
of
Russellville Hospital, LLC

     The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

     FIRST: The name of the limited liability company is Russellville Hospital, LLC (the “Company”).

     SECOND: The address of the registered office and the name and address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. The name of the registered agent is The Corporation Trust Company.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of June 26, 2002.

By:	/s/ William F. Carpenter III
	William F. Carpenter III
	Authorized Person

- 2 - BOS_Russellville Hospital, LLC Formation

EX-3.348

Exhibit 3.348

Limited Liability Company Agreement

of
Russellville Hospital, LLC

          This Limited Liability Company Agreement of Russellville Hospital, LLC, effective as of June 26, 2002 (this “Agreement”) is entered into by LifePoint Hospitals Holdings, Inc., as the sole member (the “Member”).

          WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

          WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto;

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

          1. Name. The name of the limited liability company shall be Russellville Hospital, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

          4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

Joné Law Koford	President
Michael J. Culotta	Senior Vice President and Chief Financial Officer
William F. Carpenter III	Senior Vice President, General Counsel and Secretary
Michael Weichart	Vice President and Division CFO
Roberto G. Pantoja	Vice President and Controller
William E. Hoffman, Jr.	Vice President
Mary Kim E. Shipp	Assistant Secretary

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

          15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

          17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

          IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of June 26, 2002.

LifePoint Hospitals Holdings, Inc.
By:	/s/ Joné Law Koford
	Joné Law Koford
	Division President

EX-3.349

Exhibit 3.349

PAGE 1

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “RUSSELLVILLE PHYSICIAN PRACTICES, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE THIRD DAY OF DECEMBER, A.D. 2003, AT 4:59 O’CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “RUSSELLVILLE PHYSICIAN PRACTICES, LLC”.

3734854    8100H

110292452
You may verify this certificate online
at corp.delaware.gov/authver.shtml /s/ Jeffrey W. Bullock   Jeffrey W. Bullock, Secretary of State
AUTHENTICATION: 8619949

DATE: 03-14-11

State of Delaware
Secretary of State
Division of Corporations
Delivered 08:03 PM 12/03/2003
FILED 04:59 PM 12/03/2003
SRV 030774966 - 3734854 FILE

Certificate of Formation
of
Russellville Physician Practices, LLC

     The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

     FIRST: The name of the limited liability company is Russellville Physician Practices, LLC (the “Company”).

     SECOND: The address of the registered office and the name and address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of December 3, 2003.

By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Authorized Person

EX-3.350

Exhibit 3.350

Limited Liability Company Agreement
of
Russellville Physician Practices, LLC

          This Limited Liability Company Agreement of Russellville Physician Practices, LLC, effective as of December 3, 2003 (this “Agreement”) is entered into by LifePoint Hospitals Holdings, Inc., as the sole member (the “Member”).

          WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

          WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto;

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

          1. Name. The name of the limited liability company shall be Russellville Physician Practices, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

          4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make

additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

Joné Law Koford	President
William F. Carpenter III	Senior Vice President and Secretary
Michael J. Culotta	Senior Vice President and Chief Financial Officer
Michael A. Wiechart	Vice President
Gary D. Willis	Vice President
Kelvin M. Ault	Vice President
W. Vail Willis	Vice President
Mary Kim E. Shipp	Assistant Secretary

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

          15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

          17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

          IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of December 3, 2003.

LifePoint Hospitals Holdings, Inc.
By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Assistant Secretary

EX-3.351

Exhibit 3.351

PAGE 1           

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “SELECT HEALTHCARE, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE FIFTEENTH DAY OF DECEMBER, A.D. 1998, AT 9 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF FORMATION IS THE SIXTEENTH DAY OF DECEMBER, A.D. 1998.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “SELECT HEALTHCARE, LLC”.

/s/ Jeffrey W. Bullock  

Jeffrey W. Bullock, Secretary of State 

2980097    8100H

110292458

You may verify this certificate online
at corp.delaware.gov/authver.shtml AUTHENTICATION: 8619954  

DATE: 03-14-11  

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 12/15/1998

981485500 — 2980097

CERTIFICATE OF FORMATION
OF
SELECT HEALTHCARE, LLC

Under Section 18-201 of the
Delaware Limited Liability Company Act

          FIRST: The name of the limited liability company is Select Healthcare, LLC (the “Company”).

          SECOND: The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

          THIRD: The name and address of the Company’s registered agent for service of process is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

          IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of December 15, 1998.

By:	/s/ John M. Franck II
	Name:	John M. Franck II
	Title:	Authorized Person

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:00 AM 01/22/2002

020040727 — 2980097

CERTIFICATE OF AMENDMENT

OF

Select Healthcare, LLC

     1. The name of the limited liability company is Select Healthcare, LLC

     2. The Certificate of Formation of the limited liability company is hereby amended as follows:

The name and address of the registered agent is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Select Healthcare, LLC this 15 day of January, 2002.

Select Healthcare, LLC

/s/ William F. Carpenter III  

William F. Carpenter III, 

Manager

  Title 

EX-3.352

Exhibit 3.352

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
SELECT HEALTHCARE, LLC

          This Amended and Restated Limited Liability Company Agreement of Select Healthcare, LLC, is entered into by Select Healthcare Services, Inc., as the sole member (the “Member”).

          WHEREAS, the Member desires to amend and restate the Limited Liability Company Agreement of Select Healthcare, LLC, effective as of December 15, 1998.

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby agrees as follows:

          1. Name. The name of the limited liability company shall be Select Healthcare, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”) engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

          4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set

forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

James M. Fleetwood, Jr.	President and Secretary
Scott L. Mercy	Chief Executive Officer
John M. Franck II	Vice President
Ronald Lee Grubbs, Jr.	Vice President
R. Milton Johnson	Vice President

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

          15. Certificate(s) of Interest. Interest in the Company shall be represented by

2

certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

          17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

******

3

          IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Limited Liability Company Agreement on the 29^th day of April, 1999.

SELECT HEALTHCARE SERVICES, INC.
By:	/s/ John M. Franck II
	John M. Franck II
	Vice President

4

ADDENDUM

     Effective as of May 6, 1999 (the “Effective Date”), Select Healthcare Services, Inc. (“Select Healthcare”) assigned, transferred and conveyed its 100% limited liability company interest in Select Healthcare, LLC, a Delaware limited liability company (“LLC”), to Healthtrust, Inc. — The Hospital Company (“Healthtrust”), whereupon Healthtrust became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Select Healthcare as the sole member (the “Member”) shall be deemed to be references to Healthtrust as the Member.

     IN WITNESS WHEREOF, Healthtrust has executed this Addendum on the 6^th day of May, 1999.

HEALTHTRUST, INC. — THE HOSPITAL COMPANY
By:	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), Healthtrust, Inc. The Hospital Company (“Healthtrust”) assigned, transferred and conveyed its 100% limited liability company interest in Select Healthcare, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals, Inc. (“Hospitals”), whereupon Hospitals became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Healthtrust as the sole member (the “Member”) shall be deemed to be references to Hospitals as the Member.

     IN WITNESS WHEREOF, Hospitals has executed this Addendum on the 11th day of May, 1999.

LifePoint Hospitals, Inc.
By:	/s/ John M. Franck II
	John M. Franck II
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals, Inc. (“Hospitals”) assigned, transferred and conveyed its 100% limited liability company interest in Select Healthcare, LLC:, a Delaware limited liability company (“LLC”), to LifePoint Hospitals Holdings, Inc. (“Holdings”), whereupon Holdings became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Hospitals as the sole member (the “Member”) shall be deemed to be references to Holdings as the Member.

     IN WITNESS WHEREOF, Holdings has executed this Addendum on the 11th day of May, 1999.

LifePoint Hospitals Holdings, Inc.
By:	/s/ John M. Franck II
	John M. Franck II
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals Holdings, Inc. (“Holdings Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in Select Healthcare, LLC, a Delaware limited liability company (“LLC”), to LifePoint Holdings 2, LLC (“Holdings 2”), whereupon Holdings 2 became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Holdings Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings 2 as the Member.

     IN WITNESS WHEREOF, Holdings 2 has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOLDINGS 2, LLC
By:	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

1

EX-3.353

Exhibit 3.353

PAGE 1           

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “SELMA DIAGNOSTIC IMAGING, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE SIXTH DAY OF JULY, A.D. 2004, AT 2:43 O’CLOCK P.M.

     CERTIFICATE OF AMENDMENT, FILED THE THIRTEENTH DAY OF JULY, A.D. 2005, AT 1:07 O’CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “SELMA DIAGNOSTIC IMAGING, LLC”.

/s/ Jeffrey W. Bullock  

Jeffrey W. Bullock, Secretary of State 

3825222 8100H

110292467

You may verify this certificate online
at corp.delaware.gov/authver.shtml AUTHENTICATION: 8619963

DATE: 03-14-11

CERTIFICATE OF FORMATION
OF
SELMA DIAGNOSTIC IMAGING, LLC

     Pursuant to Section 18-201 of the Delaware Limited Liability Company Act, the undersigned, desiring to form a limited liability company, does hereby certify as follows:

1.	The name of the limited liability company is Selma Diagnostic Imaging, LLC (the “LLC”).
2.	The address of the LLC’s registered office in the State of Delaware is 9 East Loockerman Street, Suite 1B, in the City of Dover, County of Kent, 19901. The name of the registered agent is National Registered Agents, Inc.
3.	This Certificate of Formation shall be effective upon filing with the Delaware Secretary of State.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation on this 6^th day of July, 2004.

SELMA DIAGNOSTIC IMAGING, LLC
 

/s/ Hunter Rost  

Hunter Rost, Authorized Person 

State of Delaware

Secretary of State

Division of Corporations

Delivered 02:43 PM 07/06/2004

FILED 02:43 PM 07/06/2004

SRV 040494424 — 3825222 FILE

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:33 PM 07/13/2005

FILED 01:07 PM 07/13/2005

SRV 050579034 — 3825222 FILE

CERTIFICATE OF AMENDMENT

OF

SELMA DIAGNOSTIC IMAGING, LLC

     1. The name of the limited liability company is SELMA DIAGNOSTIC IMAGING, LLC.

     2. The Certificate of Formation of the limited liability company is hereby amended as follows:

          Article 2 should be removed in its entirety and replaced with the following:

     2. The address of its registered office in the State of Delaware is: Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of SELMA DIAGNOSTIC IMAGING, LLC this 1st day of July, 2005.

SELMA DIAGNOSTIC IMAGING, LLC
 

/s/ Mary Kim E. Shipp  

By: Mary Kim E. Shipp 

DE084 — 2/12/2002 C T System Online

EX-3.354

Exhibit 3.354

LIMITED LIABILITY COMPANY AGREEMENT
OF
SELMA DIAGNOSTIC IMAGING, LLC

          This Limited Liability Company Agreement of Selma Diagnostic Imaging, LLC, effective as of April 15, 2005 (this “Agreement”), is entered into by Province Healthcare Company, a Delaware corporation, as the sole member (the “Member”).

          WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto.

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby adopts this Limited Liability Company Agreement and hereby agrees as follows:

          1. Name. The name of the limited liability company formed hereby is Selma Diagnostic Imaging, LLC (the “Company”), or such other name as may he selected by the Member from time to time.

          2. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 9 East Loockerman Street, Dover, Delaware 19901.

          4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is National Registered Agents, Inc.

          5. Taxation. It is the intention of the Member that the Company be treated as a disregarded entity for federal and Delaware income tax purposes and shall not file separate tax returns, but shall file tax returns in combination with its sole Member. The Company, so long as it has only one Member, shall be a disregarded entity and shall not be subject to tax separate from its Member. All of its income, gains, expenses and loss shall flow through and be recorded on the return of its Member. In the event the Company has more than one Member, it shall file federal income tax returns as a partnership.

          6. Authorized Units. The Company shall be authorized to issue 1,000 units of membership interest (“Units”) or such greater or lesser number as the board of representatives of the Company (the “Board”) may determine from time to time. Schedule A sets forth the number of Units owned by the Member(s).

          7. Member(s) and Capital Contribution. The name and the business address of the Member(s) and the amount of cash or other property contributed or to be contributed by the Member(s) to the capital of the Company is set forth in Schedule A attached hereto and shall be listed on the books and records of the Company. The representatives of the Company (the “Representatives”) shall cause the books and records, and the aforementioned Schedule, to be updated from time to time as necessary to accurately reflect the information therein.

          The Member(s) shall not be required to make any additional contributions of capital to the Company, although the Member(s) may from time to time agree to make additional capital contributions to the Company.

          A person who, in accordance with the terms of this Agreement, acquires a Member’s Units by transfer or assignment or to whom the Company issues Units shall be admitted to the Company as a member and shall become a “Member” for purposes of this Agreement.

          8. Board of Representatives. Except as otherwise expressly provided herein, the general management and determination of all questions and policies relating to the affairs and policies of the Company shall be decided by a majority vote of the Representatives. Except as otherwise provided for herein, the Board shall act on behalf of the Company for all purposes in connection with the business and affairs of the Company, and shall have all rights and powers required for or appropriate to its management of the Company’s business.

          9. Member Actions. Each of the following actions shall require the approval of a majority of the Percentage Interest of the Members entitled to vote:

     (a) sale or issuance of any Units;

     (b) sale, assignment, pledge, mortgage or other encumbering of any of the Company’s property except for sales of supplies and other current assets in the ordinary course of the Company’s business;

     (c) borrowing money in the name of the Company other than incurring accounts payables, trade payables and other similar payables in the ordinary course of the Company’s business;

     (d) entering into a merger, consolidation or similar transaction;

     (e) entering into any partnership, joint venture or similar relationship;

     (f) amending this Agreement or the Certificate of Formation of the Company (the “Certificate”);

     (g) dissolving the Company;

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     (h) taking any other action which this Agreement or the Act expressly provides for the approval of the Member(s); and

     (i) agreeing to or obligating the Company to do any of the foregoing.

          For purposes of this Agreement, “Percentage Interest” shall mean, as to a Member, the percentage obtained by dividing the total Units owned by such Member by the total number of Units owned by all Members.

          10. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the approval of the Member(s) in accordance with the terms of this Agreement or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          11. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member(s) in accordance with their respective Percentage Interests.

          12. Distributions. Distributions shall be made to the Member(s) at the times determined by the Board.

          13. Admission of Member. No new potential member shall become a Member until (i) such potential member accepts, ratifies and agrees in writing to be bound by the terms and conditions of the Certificate and this Agreement and (ii) the Board unanimously approves such admission as a Member. The Board shall promptly cause Schedule A hereto to be amended to reflect the admission of the new Member upon the compliance of all the conditions of this Section 13.

          14. Meetings of the Members. Meetings of the Members may be held at any place upon call of a majority of the Members or the Representatives, which call shall set forth the date, time and place of meeting and, if required by law, the purpose of the meeting. Written, oral or any other mode of notice of the date, time and place of meeting shall be given for special meetings in sufficient time, which need not exceed two (2) days in advance, for the convenient assembly of the Members. The presence of Members holding a majority of the Percentage Interest entitled to vote on the specific matter shall constitute a quorum and an action shall be taken by a majority vote of the Percentage Interest of those Members entitled to vote at a duly called meeting in which a quorum is present. In lieu of a meeting of the Members, an action may be taken by written consent. In order to take an action by written consent, a written waiver of a meeting must be executed by a quorum of the Members and the action must be approved in writing by Members holding a majority of the Percentage Interest entitled to vote on such matter or such greater number as would be necessary to take such action in a meeting of the Members at which a quorum is present. An action taken by consent shall be effective as an action taken at a meeting in which a quorum was present and may be referred to as being taken in a meeting of the Members.

          15. Meetings of the Board. Meetings of the Board may be held at any place upon call of a majority of the Members or any Representative, which call shall set

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forth the date, time and place of meeting and, if required by law, the purpose of the meeting. Written, oral or any other mode of notice of the date, time and place of meeting shall be given for special meetings in sufficient time, which need not exceed two (2) days in advance, for the convenient assembly of the Representatives. A majority of the number of Representatives of the Company shall constitute a quorum and the vote of a majority of the Representatives present at the time of the vote, if a quorum is present, shall be the act of the Board. In lieu of a meeting of the Board, an action may be taken by written consent. In order to take an action by written consent, a written waiver of a meeting must be executed by a quorum of the Representatives and the action must be approved in writing by a majority of the Representatives or such greater number as would be necessary to take such action in a meeting of the Board at which a quorum is present. An action taken by consent shall be effective as an action taken at a meeting in which a quorum was present and may be referred to as being taken in a meeting of the Board.

          16. Managers. The Board shall elect any managers of the Company (each a “Manager”) as it deems appropriate and such Managers shall not be compensated unless otherwise determined by the Board. Managers shall have the authority and responsibilities given them by the Board or in accordance with the Act and each Manager shall hold office until his successor is elected and qualified, unless a different term is specified by the Board.

          17. Liability of Members, Managers and Representatives. No Member, Manager or Representative shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          18. Indemnification.

     (a) The Company shall indemnify, and upon request shall advance expenses to, in the manner and to the full extent permitted by law, any Member, Representative and Manager (or the estate of any such person) who was or is a party to, or is threatened to be made a party to, any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal, by reason of the fact that such person is or was a Member, Representative or Manager of the Company, or is or was serving at the request of the Company as a director, officer, partner, manager, representative, trustee or employee of another corporation, partnership, joint venture, trust or other enterprise (an “indemnitee”). The Company may, to the full extent permitted by law, purchase and maintain insurance on behalf of any such person against any liability which may be asserted against the individual arising from the individual’s status as an indemnitee. To the full extent permitted by law, the indemnification and advances provided for herein shall include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement. The indemnification provided herein shall not be deemed to limit the right of the Company to indemnify any other person for any such expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement to the full extent permitted by law, both as to action in his official capacity and as to action in another capacity while holding such office. Notwithstanding the

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foregoing, the Company shall not indemnify any such indemnitee (a) in any proceeding by the Company against such indemnitee; or (b) if a judgment or other final adjudication adverse to the indemnitee establishes his liability for (i) any breach of the duty of loyalty to the Company or its shareholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) unlawful distributions under Section 18-607 of the Act.

     (b) The rights to indemnification and advancement of expenses set, forth in Section 18(a) above are intended to be greater than those which are otherwise provided for in the Act, are contractual between the Company and the person being indemnified, his heirs, executors and administrators, and, with respect to Section 18(a), are mandatory, notwithstanding a person’s failure to meet the standard of conduct required for permissive indemnification under the Act, as amended from time to time. The rights to indemnification and advancement of expenses set forth in Section 18(a) above are nonexclusive of other similar rights which may be granted by law, this Agreement, a resolution of the Board or the Members, or an agreement with the Company, which means of indemnification and advancement of expenses are hereby specifically authorized.

     (c) Any repeal or modification of the provisions of this Section 18, either directly or by the adoption of an inconsistent provision of this Agreement, shall not adversely affect any right or protection set forth herein existing in favor of a particular individual at the time of such repeal or modification. In addition, if an amendment to the Act limits or restricts in any way the indemnification rights permitted by law as of the date hereof, such amendment shall apply only to the extent mandated by law and only to activities of persons subject to indemnification under this Section 18 which occur subsequent to the effective date of such amendment.

          19. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to the principles of conflicts of law. In particular, this Agreement shall be construed to the maximum extent possible to comply with all the terms and conditions of the Act.

          20. Certificate(s) of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

[Signature page follows]

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          IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of the        day of April, 2005.

PROVINCE HEALTHCARE COMPANY
By:	/s/ William F. Carpenter III
	Name:	William F. Carpenter III
	Title:	Secretary

Signature Page to LLC Agreement of Selma Diagnostic Imaging, LLC

EX-3.355

Exhibit 3.355

PAGE 1

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “SILETCHNIK PRACTICE, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE TWENTY-THIRD DAY OF SEPTEMBER, A.D. 1998, AT 9 O’CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “SILETCHNIK PRACTICE, LLC”.

2947710   8100H

110292495 /s/ Jeffrey W. Bullock
Jeffrey W. Bullock, Secretary of State
AUTHENTICATION: 8619981

DATE: 03-14-11

You may verify this certificate online
at corp.delaware.gov/authver.shtml

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 09/23/1998

981370191 – 2947710

CERTIFICATE OF FORMATION
OF
SILETCHNIK PRACTICE, LLC

Under Section 18-201 of the
Delaware Limited Liability Company Act

          FIRST: The name of the limited liability company is Siletchnik Practice, LLC (the “Company”).

          SECOND: The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

          THIRD: The name and address of the Company’s registered agent for service of process is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

          IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of September 23, 1998.

By:	/s/ John M. Franck II
	Name:	John M. Franck II
	Title:	Authorized Person

CERTIFICATE OF AMENDMENT

OF

Siletchnik Practice, LLC

     1. The name of the limited liability company is Siletchnik Practice, LLC

     2. The Certificate of Formation of the limited liability company is hereby amended as follows:

The name and address of the registered agent is The Corporation Trust Company Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Siletchnik Practice, LLC this 15 day of January, 2002.

Siletchnik Practice, LLC

/s/ William F. Carpenter III

William F. Carpenter III,

Manager

Title

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:00 AM 01/22/2002

020040707 – 2947710

EX-3.356

Exhibit 3.356

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
SILETCHNIK PRACTICE, LLC

          This Amended and Restated Limited Liability Company Agreement of Siletchnik Practice, LLC, is entered into by Logan Memorial Hospital, Inc., as the sole member (the “Member”).

          WHEREAS, the Member desires to amend and restate the Limited Liability Company Agreement of Siletchnik Practice, LLC, effective as of September 23, 1998.

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby agrees as follows:

          1. Name. The name of the limited liability company shall be Siletchnik Practice, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”) engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

          4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set

forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

James M. Fleetwood, Jr.	President and Secretary
Scott L. Mercy	Chief Executive Officer
John M. Franck II	Vice President
Ronald Lee Grubbs, Jr.	Vice President
R. Milton Johnson	Vice President

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

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          15. Certificate(s) of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

          17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

******

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     IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Limited Liability Company Agreement on the 29^th day of April, 1999.

LOGAN MEMORIAL HOSPITAL, INC.
By:	/s/ John M. Franck II
	John M. Franck II
	Vice President

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ADDENDUM

     Effective as of May 7, 1999 (the “Effective Date”), Logan Memorial Hospital (“Logan”) assigned, transferred and conveyed its 100% limited liability company interest in Siletchnik Practice, LLC, a Delaware limited liability company (“LLC”), to LifePoint of Kentucky, LLC (“LifePoint”), whereupon LifePoint became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Logan as the sole member (the “Member”) shall be deemed to be references to LifePoint as the Member.

     IN WITNESS WHEREOF, LifePoint has executed this Addendum on the 7^th day of May, 1999.

LIFEPOINT OF KENTUCKY, LLC
By:	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

EX-3.357

Exhibit 3.357

PAGE 1

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “SMITH COUNTY MEMORIAL HOSPITAL, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE NINTH DAY OF NOVEMBER, A.D. 1998, AT 9 O’CLOCK A.M.

     CERTIFICATE OF MERGER, FILED THE TWENTY-SECOND DAY OF APRIL, A.D. 1999, AT 2:15 O’CLOCK P.M.

     CERTIFICATE OF MERGER, FILED THE SEVENTH DAY OF MAY, A.D. 1999, AT 3:30 O’CLOCK P.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “SMITH COUNTY MEMORIAL HOSPITAL, LLC”.

2964664 8100H		/s/ Jeffrey W. Bullock
		Jeffrey W. Bullock, Secretary of State
110294356		AUTHENTICATION: 8621091
You may verify this certificate online at corp.delaware.gov/authver.shtml		DATE: 03-14-11

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 11/09/1998

981431217 — 2964664

CERTIFICATE OF FORMATION
OF
SMITH COUNTY MEMORIAL HOSPITAL, LLC

Under Section 18-201 of the
Delaware Limited Liability Company Act

          FIRST: The name of the limited liability company is Smith County Memorial Hospital, LLC (the “Company”).

          SECOND: The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

          THIRD: The name and address of the Company’s registered agent for service of process is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

          IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of November 5, 1998.

By:	/s/ John M. Franck II
	Name:	John M. Franck II
	Title:	Authorized Person

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 02:15 PM 04/22/1999

991159240 — 2964664

CERTIFICATE OF MERGER

OF

SCMH CORPORATION

INTO

SMITH COUNTY MEMORIAL HOSPITAL, LLC

Pursuant to Section 18-209 of the
Delaware Limited Liability Company Act

          The undersigned limited liability company and corporation DO HEREBY CERTIFY:

          FIRST: The name and the state of formation or organization of each of the constituent entities to the merger are as follows:

Name	State of Formation or Organization
Smith County Memorial Hospital, LLC (the “LLC”)	Delaware
SCMH Corporation (the “Company”)	Tennessee

          SECOND: An Agreement and Plan of Merger between the constituent entities to the merger (the “Merger Agreement”) has been approved and executed by each of the constituent entities to the merger.

          THIRD: The Company shall be merged with and into the LLC, with the LLC being the surviving entity (the “Surviving Entity”) in the merger, and the name of the Surviving Entity shall be Smith County Memorial Hospital, LLC.

          FOURTH: The Certificate of Formation of the LLC at the effective time of the merger shall be the Certificate of Formation of the Surviving Entity.

          FIFTH: The executed Merger Agreement is on file at the principal place of business of the Surviving Entity. The address of the Surviving Entity is One Park Plaza, Nashville, Tennessee 37203.

          SIXTH: A copy of the Merger Agreement will be furnished by the Surviving Entity, on request and without cost, to any shareholder or member, as the case may be, of the constituent entities.

     SEVENTH: This Certificate of Merger shall be effective on April 22, 1999.

*****

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          IN WITNESS WHEREOF, this Certificate of Merger has been executed on this 21st day of April, 1999.

SMITH COUNTY MEMORIAL HOSPITAL, LLC
By:	/s/ John M. Franck II
	Name:	John M. Franck II
	Title:	Manager
SCMH CORPORATION
By:	/s/ R. Milton Johnson
	Name:	R. Milton Johnson
	Title:	Vice President

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STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 03:30 PM 05/07/1999

991183103 — 2964664

CERTIFICATE OF MERGER

OF

HDP SMITH COUNTY, LLC

INTO

SMITH COUNTY MEMORIAL HOSPITAL, LLC

Pursuant to Section 18-209 of the
Delaware Limited Liability Company Act

          The undersigned limited liability company DOES HEREBY CERTIFY:

          FIRST: The name and the state of formation or organization of each of the constituent entities to the merger are as follows:

Name	State of Formation or Organization
Smith County Memorial Hospital, LLC (“LLC 1”)		Delaware
HDP Smith County, LLC (“LLC 2”)		Delaware

          SECOND: An Agreement and Plan of Merger between the constituent entities to the merger (the “Merger Agreement”) has been approved and executed by each of the constituent entities in the merger.

          THIRD: LLC 2 shall be merged with and into LLC 1, with LLC 1 being the surviving entity (the “Surviving Entity”) in the merger, and the name of the Surviving Entity shall be Smith County Memorial Hospital, LLC.

          FOURTH: The Certificate of Formation of LLC 1 at the effective date of the merger shall be the Certificate of Formation of the Surviving Entity.

          FIFTH: The executed Merger Agreement is on file at the principal place of business of the Surviving Entity. The address of the Surviving Entity is One Park Plaza, Nashville, Tennessee 37203.

          SIXTH: A copy of the Merger Agreement will be furnished by the Surviving Entity, on request and without cost, to any member of the constituent entities.

          SEVENTH: This Certificate of Merger shall be effective on May 7, 1999.

          IN WITNESS WHEREOF, this Certificate of Merger has been executed on this 6^th day of May, 1999.

SMITH COUNTY MEMORIAL HOSPITAL, LLC
By:	/s/ Ronald Lee Grubbs, Jr.
	Ronald Lee Grubbs, Jr.
	Vice President

2

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:00 AM 01/22/2002

020040747 — 2964664

CERTIFICATE OF AMENDMENT

OF

Smith County Memorial Hospital, LLC

     1. The name of the limited liability company is Smith County Memorial Hospital, LLC

     2. The Certificate of Formation of the limited liability company is hereby amended as follows:

The name and address of the registered agent is The Corporation Trust Company Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Smith County Memorial Hospital, LLC this 15 day of January, 2002.

Smith County Memorial Hospital, LLC
/s/ William F. Carpenter III
William F. Carpenter III,
Manager
	Title

EX-3.358

Exhibit 3.358

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
SMITH COUNTY MEMORIAL HOSPITAL, LLC

          This Amended and Restated Limited Liability Company Agreement of Smith County Memorial Hospital, LLC, is entered into by Healthtrust, Inc. — The Hospital Company, as the sole member (the “Member”).

          WHEREAS, the Member desires to amend and restate the Limited Liability Company Agreement of Smith County Memorial Hospital, LLC, effective as of November 9, 1998.

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member agrees as follows:

          1. Name. The name of the limited liability company shall be Smith County Memorial Hospital, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”) and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

          4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

James M. Fleetwood, Jr.	President and Secretary
Scott L. Mercy	Chief Executive Officer
John M. Franck II	Vice President
Ronald Lee Grubbs, Jr.	Vice President
R. Milton Johnson	Vice President

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

2

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

          15. Certificate(s) of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

******

3

          IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Limited Liability Company Agreement on the 29th day of April, 1999.

HEALTHTRUST, INC. — THE HOSPITAL COMPANY
By:	/s/ John M. Franck II
	John M. Franck II
	Vice President

4

EX-3.359

Exhibit 3.359

PAGE 1

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “SOMERSET SURGERY PARTNER, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE THIRTIETH DAY OF JULY, A.D. 2001, AT 9 O’CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “SOMERSET SURGERY PARTNER, LLC”.

3419682 8100H

110292658 /s/ Jeffrey W. Bullock
Jeffrey W. Bullock, Secretary of State
AUTHENTICATION: 8620116

DATE: 03-14-11

You may verify this certificate online
at corp.delaware.gov/authver.shtml

Certificate of Formation
of
Somerset Surgery Partner, LLC

     The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

     FIRST: The name of the limited liability company is Somerset Surgery Partner, LLC (the “Company”).

     SECOND: The address of the registered office and the name and address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of July 30, 2001.

By:	/s/ Roberto G. Pantoja
	Roberto G. Pantoja
	Authorized Person

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 07/30/2001

010368014 – 3419682

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:00 AM 01/22/2002

020040763 – 3419682

CERTIFICATE OF AMENDMENT

OF

Somerset Surgery Partner, LLC

     1. The name of the limited liability company is Somerset Surgery Partner, LLC

     2. The Certificate of Formation of the limited liability company is hereby amended as follows:

The name and address of the registered agent is The Corporation Trust Company Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Somerset Surgery Partner, LLC this 15 day of January, 2002.

Somerset Surgery Partner, LLC

/s/ William F. Carpenter III William F. Carpenter III,

Manager

     Title

EX-3.360

Exhibit 3.360

Limited Liability Company Agreement
Of
Somerset Surgery Partner, LLC

          This Limited Liability Company Agreement of Somerset Surgery Partner, LLC, effective as of July 30, 2001 (this “Agreement”) is entered into by LifePoint of Lake Cumberland, LLC, as the sole member (the “Member”).

          WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

          WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto;

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

          1. Name. The name of the limited liability company shall be Somerset Surgery Partner, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

          4. Registered Agent The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions

of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

Kenneth C. Donahey	Chairman, Chief Executive Officer and President
William F. Carpenter III	Senior Vice President, General Counsel and Secretary
Daniel S. Slipkovich	Division President
William M. Gracey	Division President
Joné Law Koford	Division President
Roberto G. Pantoja	Vice President and Controller

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquirer.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

          15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

          17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

          IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of July 30, 2001.

LifePoint of Lake Cumberland, LLC
By:	/s/ William F. Carpenter III
	William F. Carpenter III
	Secretary

EX-3.361

Exhibit 3.361

PAGE 1

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “SOUTHERN TENNESSEE EMS, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE FIFTEENTH DAY OF DECEMBER, A.D. 1998, AT 9 O’CLOCK A.M.

     CERTIFICATE OF MERGER, FILED THE TWENTY-SECOND DAY OF APRIL, A.D. 1999, AT 2:15 O’CLOCK P.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “SOUTHERN TENNESSEE EMS, LLC”.

        2980089     8100H
        110292639

You may verify this certificate online
at corp.delaware.gov/authver.shtml /s/ Jeffrey W. Bullock
  Jeffrey W. Bullock, Secretary of State
AUTHENTICATION: 8620113

DATE: 03-14-11

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 12/15/1998

981485450 – 2980089

CERTIFICATE OF FORMATION
OF
SOUTHERN TENNESSEE EMS, LLC

Under Section 18-201 of the
Delaware Limited Liability Company Act

     FIRST: The name of the limited liability company is Southern Tennessee EMS, LLC (the “Company”).

     SECOND: The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

     THIRD: The name and address of the Company’s registered agent for service of process is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of December 15, 1998.

By:	/s/ John M. Franck II
	Name:	John M. Franck II
	Title:	Authorized Person

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 02:15 PM 04/22/1999

991159255 – 2980089

CERTIFICATE OF MERGER

OF

SOUTHERN TENNESSEE AMBULANCE SERVICE, INC.

INTO

SOUTHERN TENNESSEE EMS, LLC

Pursuant to Section 18-209 of the
Delaware Limited Liability Company Act

          The undersigned limited liability company and corporation DO HEREBY CERTIFY:

          FIRST: The name and the state of formation or organization of each of the constituent entities to the merger are as follows:

Name	State of Formation or Organization
Southern Tennessee EMS, LLC (the “LLC”)	Delaware
Southern Tennessee Ambulance Service, Inc.	Tennessee
(the “Company”)

          SECOND: An Agreement and Plan of Merger between the constituent entities to the merger (the “Merger Agreement”) has been approved and executed by each of the constituent entities to the merger.

          THIRD: The Company shall be merged with and into the LLC, with the LLC being the surviving entity (the “Surviving Entity”) in the merger, and the name of the Surviving Entity shall be Southern Tennessee EMS, LLC.

          FOURTH: The Certificate of Formation of the LLC at the effective time of the merger shall be the Certificate of Formation of the Surviving Entity.

          FIFTH: The executed Merger Agreement is on file at the principal place of business of the Surviving Entity. The address of the Surviving Entity is One Park Plaza, Nashville, Tennessee 37203.

          SIXTH: A copy of the Merger Agreement will be furnished by the Surviving Entity, on request and without cost, to any shareholder or member, as the case may be, of the constituent entities.

          SEVENTH: This Certificate of Merger shall be effective on April 22, 1999.

*****

2

          IN WITNESS WHEREOF, this Certificate of Merger has been executed on this 21st day of April, 1999.

SOUTHERN TENNESSEE EMS, LLC
By:	/s/ John M. Franck II
	Name:	John M. Franck II
	Title:	Manager
SOUTHERN TENNESSEE AMBULANCE SERVICE, INC.
By:	/s/ R. Milton Johnson
	Name:	R. Milton Johnson
	Title:	Vice President

3

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:00 AM 01/22/2002

020040774 – 2980089

CERTIFICATE OF AMENDMENT

OF

Southern Tennessee EMS, LLC

     1. The name of the limited liability company is Southern Tennessee EMS, LLC

     2. The Certificate of Formation of the limited liability company is hereby amended as follows:

     The name and address of the registered agent is The Corporation Trust Company Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Southern Tennessee EMS, LLC this 15 day of January 2002.

Southern Tennessee EMS, LLC

/s/ William F. Carpenter III William F. Carpenter III

Manager

Title

EX-3.362

Exhibit 3.362

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
SOUTHERN TENNESSEE EMS, LLC

          This Amended and Restated Limited Liability Company Agreement of Southern Tennessee EMS, LLC, is entered into by Healthtrust, Inc. — The Hospital Company, as the sole member (the “Member”).

          WHEREAS, the Member desires to amend and restate the Limited Liability Company Agreement of Southern Tennessee EMS, LLC, effective as of December 15,1998.

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby agrees as follows:

          1. Name. The name of the limited liability company shall be Southern Tennessee EMS, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”) and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

          4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set

forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

James M. Fleetwood, Jr.	President and Secretary
Scott L. Mercy	Chief Executive Officer
John M. Franck II	Vice President
Ronald Lee Grubbs, Jr.	Vice President
R. Milton Johnson	Vice President

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

2

          15. Certificate(s) of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

******

3

          IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Limited Liability Company Agreement on the 29^th day of April, 1999.

HEALTHTRUST, INC. – THE HOSPITAL COMPANY
By:	/s/ John M. Franck II
	John M. Franck II
	Vice President

4

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), Healthtrust, Inc. — The Hospital Company (“Healthtrust”) assigned, transferred and conveyed its 100% limited liability company interest in Southern Tennessee EMS, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals, Inc. (“LifePoint Inc.”), whereupon LifePoint Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Healthtrust as the sole member (the “Member”) shall be deemed to be references to LifePoint Inc. as the Member.

     IN WITNESS WHEREOF, LifePoint Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS, INC..
By:	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals, Inc. (“LifePoint Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in Southern Tennessee EMS, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals Holdings, Inc. (“Holdings Inc.”), whereupon Holdings Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to LifePoint Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings Inc. as the Member.

     IN WITNESS WHEREOF, Holdings Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS HOLDINGS, INC.
By:	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals Holdings, Inc. (“Holdings Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in Southern Tennessee EMS, LLC, a Delaware limited liability company (“LLC”), to LifePoint Holdings 2, LLC (“Holdings 2”), whereupon Holdings 2 became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Holdings Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings 2 as the Member.

     IN WITNESS WHEREOF, Holdings 2 has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOLDINGS 2, LLC
By:	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

1

ADDENDUM

     Effective as of April 22, 1999 (the “Merger Date”), Southern Tennessee Ambulance Services, Inc. (“Southern”) merged with and into Southern Tennessee EMS, LLC, a Delaware limited liability company (“Southern Tennessee”), whereupon HealthTrust, Inc. — The Hospital Company (“HealthTrust”) became the sole member of Southern Tennessee. Attached hereto is a copy of the Limited Liability Company Agreement of Southern Tennessee (the “Agreement”)

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Merger Date, all references in the Agreement to Southern as the sole member (the “Member”) shall be deemed to be references to HealthTrust as the Member.

     IN WITNESS WHEREOF, HealthTrust has executed this Addendum effective as of the date first written above.

HEALTHTRUST, INC. — THE HOSPITAL COMPANY
By:	Ronald Lee Grubbs, Jr.
	Ronald Lee Grubbs, Jr.
	Vice President

EX-3.363

Exhibit 3.363

PAGE 1

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “SOUTHERN TENNESSEE MEDICAL CENTER, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE NINTH DAY OF NOVEMBER, A.D. 1998, AT 9 O’CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “SOUTHERN TENNESSEE MEDICAL CENTER, LLC”.

2964663 8100H

110292689

You may verify this certificate online
at corp.delaware.gov/authver.shtml /s/ Jeffrey W. Bullock      Jeffrey W. Bullock, Secretary of State
AUTHENTICATION: 8620132

DATE: 03-14-11

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 11/09/1998

981431215 – 2964663

CERTIFICATE OF FORMATION
OF
SOUTHERN TENNESSEE MEDICAL CENTER, LLC

Under Section 18-201 of the
Delaware Limited Liability Company Act

     FIRST: The name of the limited liability company is Southern Tennessee Medical Center, LLC (the “Company”).

     SECOND: The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

     THIRD: The name and address of the Company’s registered agent for service of process is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of November 5, 1998.

By:	/s/ John M. Franck II
	Name:	John M. Franck II
	Title:	Authorized Person

CERTIFICATE OF AMENDMENT

OF

Southern Tennessee Medical Center, LLC

     1. The name of the limited liability company is Southern Tennessee Medical Center, LLC

     2. The Certificate of Formation of the limited liability company is hereby amended as follows:

The name and address of the registered agent is The Corporation Trust Company Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Southern Tennessee Medical Center, LLC this 15 day of January, 2002.

      Southern Tennessee Medical Center, LLC

/s/ William F. Carpenter III William F. Carpenter III

Manager

Title

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:00 AM 01/22/2002

020040790 – 2964663

EX-3.364

Exhibit 3.364

LIMITED LIABILITY COMPANY AGREEMENT
OF
SOUTHERN TENNESSEE MEDICAL CENTER, LLC

          This Limited Liability Company Agreement of Southern Tennessee Medical Center, LLC, effective as of November 9,1998 (this “Agreement”), is entered into by Stones River Hospital, Inc. as the sole member (the “Member”).

          WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

          WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto.

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

          1. Name. The name of the limited liability company formed hereby is Southern Tennessee Medical Center, LLC (the “Company”).

          2. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

          4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. John M. Franck II is hereby designated as an authorized person, within the meaning of the Act, to execute, deliver and file the Certificate of Formation of the Company (and any amendments and/or restatements thereof) and any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

James M. Fleetwood, Jr.	President and Secretary
Scott L. Mercy	Chief Executive Officer
John M. Franck II	Vice President

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

2

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

          15. Amendment. This Agreement may be amended from time to time with the consent of the Member.

          16. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

******

3

          IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement on the 30th day of December, 1998, but effective as of the 9th day of November, 1998.

STONES RIVER HOSPITAL, INC.
By:	/s/ R. Milton Johnson Name: R. Milton Johnson
	Title: Vice President

4

ADDENDUM

     Effective as of April 22, 1999 (the “Merger Date”), Stones River Hospital, Inc. (“Stones”) merged with and into SR Medical Center, LLC (“SR”), whereupon SR became the sole member of Southern Tennessee Medical Center, LLC, a Delaware limited liability company (“LLC”). Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”),

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Merger Date, all references in the Agreement to Stones as the sole member (the “Member”) shall be deemed to be references to SR as the Member.

     IN WITNESS WHEREOF, SR has executed this Addendum on the 22 day of April, 1999.

SR MEDICAL CENTER, LLC
By	/s/ John M. Franck II John M. Franck II
	Vice President

ADDENDUM

     Effective as of May 4, 1999 (the “Effective Date”), SR Medical Center, LLC. (“SR”) assigned, transferred and conveyed its 100% limited liability company interest in Southern Tenness Medical Center, LLC, a Delaware limited liability company (“LLC”), to Healthtrust, Inc. The Hospital Company (“Healthtrust”), whereupon Healthtrust became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to SR as the sole member (the “Member”) shall be deemed to be references to Healthtrust as the Member.

     IN WITNESS WHEREOF, Healthtrust has executed this Addendum on the 4th day of May, 1999.

HEALTHTRUST, INC. — THE HOSPITAL COMPANY
By	/s/ John M. Franck II John M. Franck II
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), Healthtrust, Inc. — The Hospital Company (“Healthtrust”) assigned, transferred and conveyed its 100% limited liability company interest in Southern Tennessee Medical Center, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals, Inc. (“LifePoint Inc.”), whereupon LifePoint Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Healthtrust as the sole member (the “Member”) shall be deemed to be references to LifePoint Inc. as the Member.

     IN WITNESS WHEREOF, LifePoint Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS, INC.
By	/s/ R. Milton Johnson R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals, Inc. (“LifePoint Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in Southern Tennessee Medical Center, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals Holdings, Inc. (“Holdings Inc.”), whereupon Holdings Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to LifePoint Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings Inc. as the Member.

     IN WITNESS WHEREOF, Holdings Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS HOLDINGS, INC.
By	/s/ R. Milton Johnson R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals Holdings, Inc. (“Holdings Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in Southern Tennessee Medical Center, LLC, a Delaware limited liability company (“LLC”), to LifePoint Holdings 2, LLC (“Holdings 2”), whereupon Holdings 2 became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Holdings Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings 2 as the Member.

     IN WITNESS WHEREOF, Holdings 2 has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOLDINGS 2, LLC
By	/s/ R. Milton Johnson R. Milton Johnson
	Vice President

1

AMENDMENT NO. 1 TO
LIMITED LIABILITY COMPANY AGREEMENT
OF
SOUTHERN TENNESSEE MEDICAL CENTER, LLC

          Amendment No. 1 to Limited Liability Company Agreement of Southern Tennessee Medical Center, LLC, effective as of April      , 2005 (this “Amendment”), is entered into by LifePoint Holdings 2, LLC, as the sole member of the Company as defined below (the “Member”).

          WHEREAS, Southern Tennessee Medical Center, LLC, (the “Company”) was formed as a Delaware limited liability company on November 5, 1998;

          WHEREAS, the Member entered into the Limited Liability Company Agreement of the Company effective as of December 30, 1998 (the “LLC Agreement”); and

          WHEREAS, the Member desires to enter into this Amendment to amend certain provisions of the LLC Agreement as more fully described herein;

          NOW, THEREFORE, the LLC Agreement is hereby amended as follows:

          1. The LLC Agreement shall be amended by adding new Section 17 thereto, which shall read as follows:

     “Certificate(s) of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.”

          2. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware.

          3. Except as amended hereby, the LLC Agreement shall remain in full force and effect.

          IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first above written.

LIFEPOINT HOLDINGS 2, LLC
By: Name:	/s/ William F. Carpenter III William F. Carpenter III
Title:	President and Secretary

Signature Page to Amendment No. 1
to LLC Agreement of Southern Tennessee Medical Center, LLC

EX-3.365

Exhibit 3.365

PAGE 1    

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “SOUTHERN TENNESSEE PHO, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE TWENTY-THIRD DAY OF JUNE, A.D. 2000, AT 9 O’CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “SOUTHERN TENNESSEE PHO, LLC”.

3250359    8100H

110292701             

You may verify this certificate online
at corp.delaware.gov/authver.shtml

/s/ Jeffrey W. Bullock

Jeffrey W. Bullock, Secretary of State

AUTHENTICATION: 8620140

DATE: 03-14-11

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 06/23/2000
001323098 – 3250359

Certificate Of Formation
of
Southern Tennessee PHO, LLC

     The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

     FIRST: The name of the limited liability company is Southern Tennessee PHO, LLC (the “Company”).

     SECOND: The address of the registered office and the name and address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is Corporation Service Company. 1013 Centre Road, Wilmington, Delaware 19805.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of June 23, 2000.

By:	/s/ William F. Carpenter III
	William F. Carpenter III
	Authorized Person

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:00 AM 01/22/2002

020040802 – 3250359

CERTIFICATE OF AMENDMENT

OF

Southern Tennessee PHO, LLC

     1. The name of the limited liability company is Southern Tennessee PHO, LLC

     2. The Certificate of Formation of the limited liability company is hereby amended as follows:

The name and address of the registered agent is The Corporation Trust Company Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Southern Tennessee PHO, LLC this 15 day of January, 2002.

Southern Tennessee PHO, LLC

/s/ William F. Carpenter III

William F. Carpenter III

Manager

     Title

EX-3.366

Exhibit 3.366

Limited Liability Company Agreement
of
Southern Tennessee PHO, LLC

     This Limited Liability Company Agreement of Southern Tennessee PHO, LLC, effective as of June 23, 2000 (this “Agreement”) is entered into by LifePoint Holdings 2, LLC, as the sole member (the “Member”).

     WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

     WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto;

     NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

     1. Name. The name of the limited liability company shall be Southern Tennessee PHO, LLC (the “Company”).

     2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

     3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

     4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

     5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

     The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

     6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

James M. Fleetwood, Jr.	Chairman, Chief Executive Officer and President
Kenneth C. Donahey	Senior Vice President and Chief Financial Officer
William F. Carpenter III	Senior Vice President, General Counsel and Secretary
Roberto Pantoja	Vice President and Controller

     The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

     7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

     8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

     9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

     10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire Limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

     11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

     12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a

counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

     13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

     14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

     15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

     16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

     17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

     IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of June 23, 2000.

LifePoint Holdings 2, LLC
By:	/s/ William F. Carpenter III
	William F. Carpenter III
	Secretary

EX-3.367

Exhibit 3.367

PAGE 1

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “SPRING VIEW HOSPITAL, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE FOURTEENTH DAY OF AUGUST, A.D. 2003, AT 8:55 O’CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “SPRING VIEW HOSPITAL, LLC” .

		/s/ Jeffrey W. Bullock
		Jeffrey W. Bullock, Secretary of State
3693151      8100H          110292713 You may verify this certificate online at corp.delaware.gov/authver.shtml		AUTHENTICATION: 8620148 DATE: 03-14-11

Certificate of Formation
of
Spring View Hospital, LLC

     The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

     FIRST: The name of the limited liability company is Spring View Hospital, LLC (the “Company”).

     SECOND: The address of the registered office and the name and address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801,

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of August 14, 2003.

By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Authorized Person

State of Delaware

Secretary of State

Division of Corporations

Delivered 09:23 PM 08/14/2003

FILED 08:55 PM 08/14/2003

SRV 030533128 – 3693151 FILE

EX-3.368

Exhibit 3.368

Limited Liability Company Agreement
of
Spring View Hospital, LLC

     This Limited Liability Company Agreement of Spring View Hospital, LLC, effective as of August 14, 2003 (this “Agreement”) is entered into by LifePoint Hospitals Holdings, Inc., as the sole member (the “Member”).

     WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

     WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto;

     NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

     1. Name. The name of the limited liability company shall be Spring View Hospital, LLC (the “Company”).

     2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

     3. Registered Office. The address of the registered office of the Company in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

     4. Registered Agent The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

     5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

     The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make

- 3 -

additional capital contributions to the Company.

     6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

Joné Law Koford	President
Michael J. Culotta	Senior Vice President and Chief Financial Officer
William F. Carpenter III	Senior Vice President, General Counsel and Secretary
Mark B. Medley	Vice President and Division Chief Financial Officer
Gary D. Willis	Vice President and Controller
Kelvin M. Ault	Vice President, Tax
William E. Hoffman, Jr.	Vice President
Mary Kim E. Shipp	Assistant Secretary

     The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

     7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

     8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

     9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

     10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

     11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

     12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a

- 4 -

counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

     13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

     14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

     15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

     16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

     17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

     IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of August 14, 2003.

LlfePoint Hospitals Holdings, inc.
By:	/s/ William F. Carpenter III
	William F. Carpenter III
	Secretary

- 5 -

EX-3.369

Exhibit 3.369

PAGE 1

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “SPRING VIEW PHYSICIAN PRACTICES, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE THIRTEENTH DAY OF FEBRUARY, A.D. 2006, AT 6:39 O’CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “SPRING VIEW PHYSICIAN PRACTICES, LLC”.

		/s/ Jeffrey W. Bullock
		Jeffrey W. Bullock, Secretary of State
4109577      8100H          110292731 You may verify this certificate online at corp.delaware.gov/authver.shtml		AUTHENTICATION: 8620160 DATE: 03-14-11

State of Delaware

Secretary of State

Division of Corporations

Delivered 06:50 PM 02/13/2006

FILED 06:39 PM 02/13/2006

SRV 060135660 - 4109577 FILE

Certificate of Formation
of
Spring View Physician Practices, LLC

     The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

     FIRST: The name of the limited liability company is Spring View Physician Practices, LLC (the “Company”).

     SECOND: The address of the registered office and the name and address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of February 10, 2006.

By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Authorized Person

EX-3.370

Exhibit 3.370

Limited Liability Company Agreement
of
Spring View Physician Practices, LLC

     This Limited Liability Company Agreement of Spring View Physician Practices, LLC, effective as of February 13, 2006 (this “Agreement”) is entered into by Province Healthcare Company, as the sole member (the “Member”).

     WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

     WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto;

     NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

     1. Name. The name of the limited liability company shall be Spring View Physician Practices, LLC (the “Company”).

     2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

     3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801.

     4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1209 Orange Street, Wilmington, Delaware 19801.

     5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

     The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

     6. Powers. The business and affairs of the Company shall be managed by the

Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

Thomas M. Weiss, President
William F. Carpenter III, Executive Vice President and Secretary
Michael J. Culotta, Chief Financial Officer
William M. Gracey, Chief Operations Officer
R. Scott Raplee, Senior Vice President
Thomas H. Butler, Jr., Vice President
Gary D. Willis, Vice President
W. Vail Willis, Vice President
Christopher J. Monte, Vice President
Mary Kim E. Shipp, Assistant Secretary

     The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

     7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

     8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

     9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

     10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

     11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

     12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

     13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein

or in the Act.

     14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

     15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

     16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

     17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

     IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of February 13, 2006.

LifePoint Hospitals Holdings, Inc.
By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Assistant Secretary

EX-3.371

Exhibit 3.371

PAGE 1

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “SPRINGHILL MEDICAL CENTER, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE TWENTY-THIRD DAY OF SEPTEMBER, A.D. 1998, AT 9 O’CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M.

     CERTIFICATE OF MERGER, FILED THE TWENTY-FIRST DAY OF SEPTEMBER, A.D. 2005, AT 12 O’CLOCK P.M.

     CERTIFICATE OF MERGER, FILED THE EIGHTH DAY OF NOVEMBER, A.D. 2005, AT 11:30 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “SPRINGHILL MEDICAL CENTER, LLC”.

		/s/ Jeffrey W. Bullock
		Jeffrey W. Bullock, Secretary of State
2947706      8100H 110294370		AUTHENTICATION: 8621098 DATE: 03-14-11
You may verify this certificate online at corp.delaware.gov/authver.shtml

CERTIFICATE OF FORMATION
OF
SPRINGHILL MEDICAL CENTER, LLC

Under Section 18-201 of the
Delaware Limited Liability Company Act

     FIRST: The name of the limited liability company is Springhill Medical Center, LLC (the “Company”).

     SECOND: The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

     THIRD: The name and address of the Company’s registered agent for service of process is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of September 23,1998.

By:	/s/ John M. Franck II
	Name:	John M. Franck II
	Title:	Authorized Person

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 09/23/1998

 981370185 - 2947706

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:00 AM 01/22/2002

020040813 - 2947706

CERTIFICATE OF AMENDMENT

OF

Springhill Medical Center, LLC

     1. The name of the limited liability company is Springhill Medical Center, LLC

     2. The Certificate of Formation of the limited liability company is hereby amended as follows:

The name and address of the registered agent is The Corporation Trust Company Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Springhill Medical Center, LLC this 15 day of January, 2002.

Springhill Medical Center, LLC

/s/ William F. Carpenter III

William F. Carpenter III

Manager

     Title

State of Delaware

Secretary of State

Division of Corporations

Delivered 12:00 PM 09/21/2005

FILED 12:00 PM 09/21/2005

SRV 050773074 - 2947706 FILE

STATE OF DELAWARE
CERTIFICATE OF MERGER OF
DOMESTIC LIMITED LIABILITY COMPANIES

Pursuant to Title 6, Section 18-209 of the Delaware Limited Liability Act, the undersigned limited liability company executed the following Certificate of Merger:

FIRST: The name of the surviving limited liability company is Springhill Medical Center, LLC, and the name of the limited liability company being merged into this surviving limited liability company is Springhill MOB, LLC.

SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by each of the constituent limited liability companies.

THIRD: The name of the surviving limited liability company is Springhill Medical Center, LLC.

FOURTH: The merger is to become effective on the date the Certificate of Merger is filed.

FIFTH: The Agreement of Merger is on file at 103 Powell Court, Suite 200 Brentwood, TN 37027 the place of business of the surviving limited liability company.

SIXTH: A copy of the Agreement of Merger will be furnished by the surviving limited liability company on request, without cost, to any member of the constituent limited liability companies.

IN WITNESS WHEREOF, said surviving limited liability company has caused this certificate to be signed by an authorized person, the 15^th day of September, A.D., 2005.

By:	/s/ Mary Kim E. Shipp
	Authorized Person
Name:	Mary Kim E. Shipp
	Print or Type
Title:	Assistant Secretary

November 7, 2005

VIA OVERNIGHT MAIL

Delaware Division of Corporations
John G. Townsend Bldg.
401 Federal Street — Suite 4
Dover, DE 19901

RE: Certificate of Merger of Domestic Limited Liability Companies
Springhill Physician Practice, LLC merging into Springhill Medical Center, LLC

Dear Sir or Madam:

Enclosed is the Certificate of Merger of Domestic Limited Liability Companies for filing on behalf of Springhill Medical Center, LLC.

In complying with your requirements, enclosed you will find one executed original of the Certificate of Merger for filing together with a check in the amount of $430.00 to cover the $100.00 state tax and filing fee, $30.00 certified copy fee, $200.00 franchise tax fees, and $100.00 for 24-hour service.

Please return evidence of filing to me as follows:

Gail H. McKinnon/Legal Dept
LifePoint Hospitals, Inc.
103 Powell Court, Suite 200
Brentwood, TN 37027

If you need additional information or have any questions, please do not hesitate to contact me at 615/372-1629 or by e-mail at gail.mckinnon@lpnt.net.

Thank you for your assistance.

Sincerely,

Gail H. McKinnon
Corporate Paralegal

Enclosures

State of Delaware

Secretary of State

Division of Corporations

Delivered 11:30 AM 11/08/2005

FILED 11:30 AM 11/08/2005

SRV 050912237 – 2947706 FILE

STATE OF DELAWARE
CERTIFICATE OF MERGER OF
DOMESTIC LIMITED LIABILITY COMPANIES

Pursuant to Title 6, Section 18-209 of the Delaware Limited Liability Act, the undersigned limited liability company executed the following Certificate of Merger:

FIRST: The name of the surviving limited liability company is Springhill Medical Center, LLC, and the name of the limited liability company being merged into this surviving limited liability company is Spirnghill Physician Practice, LLC.

SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by each of the constituent limited liability companies.

THIRD: The name of the surviving limited liability company is Springhill Medical Center, LLC.

FOURTH: The merger is to become effective on the date the Certificate of Merger is filed.

FIFTH: The Agreement of Merger is on file at 103 Powell Court, Suite 200 Brentwood, TN 37027, the place of business of the surviving limited liability company.

SIXTH: A copy of the Agreement of Merger will be furnished by the surviving limited liability company on request, without cost, to any member of the constituent limited liability companies.

IN WITNESS WHEREOF, said surviving limited liability company has caused this certificate to be signed by an authorized person, the 2nd day of November, A. D., 2005.

By:	/s/ Mary Kim E. Shipp
	Authorized Person
Name:	Mary Kim E. Shipp
	Print or Type
Title:	Assistant Secretary

EX-3.372

Exhibit 3. 372

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
SPRINGHILL MEDICAL CENTER, LLC

          This Amended and Restated Limited Liability Company Agreement of Springhill Medical Center, LLC, is entered into by Galen LA, LLC, as the sole member (the “Member”).

          WHEREAS, the Member desires to amend and restate the Limited Liability Company Agreement of Springhill Medical Center, LLC, effective as of September 23,1998.

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby agrees as follows:

          1. Name. The name of the limited liability company shall be Springhill Medical Center, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”) engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

          4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

James M. Fleetwood, Jr.	President and Secretary
Scott L. Mercy	Chief Executive Officer
John M. Franck II	Vice President
Ronald Lee Grubbs, Jr.	Vice President
R. Milton Johnson	Vice President

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

2

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

          15. Certificate(s) of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

          17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

******

3

          IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement on the 29^th day of April, 1999.

GALEN LA, LLC
By:	/s/ John M. Franck II
	John M. Franck II
	Vice President

4

ADDENDUM

     Effective as of April 16, 1999 (the “Merger Date”), Galen of Louisiana, Inc. (“Galen”) merged with and into Galen LA, LLC (“LA”), whereupon LA became the sole member of Springhill Medical Center, LLC, a Delaware limited liability company (“LLC”). Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Merger Date, all references in the Agreement to Galen as the sole member (the “Member”) shall be deemed to be references to LA as the Member.

     IN WITNESS WHEREOF, LA has executed this Addendum on the 16^th day of April, 1999.

GALEN LA, LLC
By	/s/ John M. Franck II
	John M. Franck II
	Vice President

ADDENDUM

     Effective as of May 4, 1999 (the “Effective Date”), Galen LA, LLC (“Galen”) assigned, transferred and conveyed its 100% limited liability company interest in Springhill Medical Center, LLC, a Delaware limited liability company (“LLC”), to Healthtrust, Inc. - The Hospital Company (“Healthtrust”), whereupon Healthtrust became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Galen as the sole member (the “Member”) shall be deemed to be references to Healthtrust as the Member.

     IN WITNESS WHEREOF, Healthtrust has executed this Addendum on the 4th day of May, 1999.

HEALTHTRUST, INC. - THE HOSPITAL COMPANY
By	/s/ John M. Franck II
	John M. Franck II
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), Healthtrust, Inc. - The Hospital Company (“Healthtrust”) assigned, transferred and conveyed its 100% limited liability company interest in Springhill Medical Center, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals, Inc. (“LifePoint Inc.”), whereupon LifePoint Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Healthtrust as the sole member (the “Member”) shall be deemed to be references to LifePoint Inc. as the Member.

     IN WITNESS WHEREOF, LifePoint Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS, INC.
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals, Inc. (“LifePoint Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in Springhill Medical Center, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals Holdings, Inc. (“Holdings Inc.”), whereupon Holdings Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to LifePoint Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings Inc. as the Member.

     IN WITNESS WHEREOF, Holdings Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS HOLDINGS, INC.
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals Holdings, Inc. (“Holdings Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in Springhill Medical Center, LLC, a Delaware limited liability company (“LLC”), to LifePoint Holdings 2, LLC (“Holdings 2”), whereupon Holdings 2 became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Holdings Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings 2 as the Member.

IN WITNESS WHEREOF, Holdings 2 has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOLDINGS 2, LLC
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

1

EX-3.373

Exhibit 3. 373

PAGE 1

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “STARKE PHYSICIAN PRACTICES, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE TWENTY-SEVENTH DAY OF MARCH, A.D. 2007, AT 12:46 O’CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “STARKE PHYSICIAN PRACTICES, LLC”.

4324232 8100H		/s/ Jeffrey W. Bullock
		Jeffrey W. Bullock, Secretary of State
110292741		AUTHENTICATION: 8620173
You may verify this certificate online at corp.delaware.gov/authver.shtml		DATE: 03-14-11

State of Delaware
Secretary of State
Division of Corporations
Delivered 12:59 PM 03/27/2007
FILED 12:46 PM 03/27/2007
SRV 070365267 – 4324232 FILE

Certificate of Formation
of
Starke Physician Practices, LLC

     The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

     FIRST: The name of the limited liability company is Starke Physician Practices, LLC (the “Company”).

     SECOND: The address of the registered office and the name and address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of March 27, 2007.

By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Authorized Person

EX-3.374

Exhibit 3. 374

Limited Liability Company Agreement
of
Starke Physician Practices, LLC

          This Limited Liability Company Agreement of Starke Physician Practices, LLC, effective as of March 27, 2007 (this “Agreement”) is entered into by Province Healthcare Company, as the sole member (the “Member”).

          WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

          WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto;

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

          1. Name. The name of the limited liability company shall be Starke Physician Practices, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801.

          4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

Thomas M. Weiss, President
Michael J. Culotta, Chief Financial Officer
William M. Gracey, Chief Operations Officer
Paul D. Gilbert, Senior Vice President
R. Scott Raplee, Senior Vice President
Gary D. Willis, Senior Vice President
Thomas H. Butler, Jr., Vice President
W. Vail Willis, Vice President
Christopher J. Monte, Vice President
Mary Kim E. Shipp, Secretary

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

          15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

          17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

          IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of March 27, 2007.

Province Healthcare Company
By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Secretary

EX-3.375

Exhibit 3.375

PAGE 1

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “SUMNER PHYSICIAN PRACTICES, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE NINETEENTH DAY OF MAY, A.D. 2010, AT 4:13 O’CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “SUMNER PHYSICIAN PRACTICES, LLC”.

4825594 8100H		/s/ Jeffrey W. Bullock
		Jeffrey W. Bullock, Secretary of State
110292759		AUTHENTICATION: 8620181
You may verify this certificate online at corp.delaware.gov/authver.shtml		DATE: 03-14-11

State of Delaware
Secretary of State
Division of Corporations
Delivered 04:26 PM 05/19/2010
FILED 04:13 PM 05/19/2010
SRV 100536448 – 4825594 FILE

Certificate of Formation
of
Sumner Physician Practices, LLC

     The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

     FIRST: The name of the limited liability company is Sumner Physician Practices, LLC (the “Company”).

     SECOND: The address of the registered office and the name and address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of May 19, 2010.

By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Authorized Person

EX-3.376

Exhibit 3.376

Limited Liability Company Agreement
of
Sumner Physician Practices, LLC

          This Limited Liability Company Agreement of Sumner Physician Practices, LLC effective as of May 19, 2010 (this “Agreement”) is entered into by LifePoint Holdings 2, LLC, as the sole member (the “Member”).

          WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

          WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto;

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

          1. Name. The name of the limited liability company shall be Sumner Physician Practices, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801.

          4. Registered Agent The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1209 Orange Street, Wilmington, Delaware 19801.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited

liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

Jess N. Judy, President
W. Vail Willis, Senior Vice President
Michael S. Coggin, Senior Vice President and Treasurer
Christopher J. Monte, Vice President
Daniel Sykes, Vice President
Timothy D. Vaughn, Vice President
Mary Kim E. Shipp, Secretary

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

2

          15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

          17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

3

          IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of May 19, 2010.

LifePoint Holdings 2, LLC
By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Secretary

4

EX-3.377

Exhibit 3.377

PAGE 1

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “SUMNER REAL ESTATE HOLDINGS, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE NINETEENTH DAY OF MAY, A.D. 2010, AT 4:13 O’CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “SUMNER REAL ESTATE HOLDINGS, LLC”.

4825593 8100H		/s/ Jeffrey W. Bullock
		Jeffrey W. Bullock, Secretary of State
110292778		AUTHENTICATION: 8620201
You may verify this certificate online at corp.delaware.gov/authver.shtml		DATE: 03-14-11

State of Delaware
Secretary of State
Division of Corporations
Delivered 04:26 PM 05/19/2010
FILED 04:13 PM 05/19/2010
SRV 100536440 – 4825593 FILE

Certificate of Formation
of
Sumner Real Estate Holdings, LLC

     The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

     FIRST: The name of the limited liability company is Sumner Real Estate Holdings, LLC (the “Company”).

     SECOND: The address of the registered office and the name and address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of May 19, 2010.

By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Authorized Person

EX-3.378

Exhibit 3.378

Limited Liability Company Agreement
of
Sumner Real Estate Holdings, LLC

          This Limited Liability Company Agreement of Sumner Real Estate Holdings, LLC effective as of May 19, 2010 (this “Agreement”) is entered into by LifePoint Holdings 2, LLC, as the sole member (the “Member”).

          WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

          WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto;

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

          1. Name. The name of the limited liability company shall be Sumner Real Estate Holdings, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801.

          4. Registered Agent The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1209 Orange Street, Wilmington, Delaware 19801.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited

liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

Jeff G. Seraphine, President
Jonathan C. Wall, Chief Financial Officer
R. Scott Raplee, Operations President
Randy McVay, Operations CFO
Michael S. Coggin, Senior Vice President and Treasurer
Christopher J. Monte, Vice President
Mary Kim E. Shipp, Secretary

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

2

          15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

          17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

          IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of May 19, 2010.

LifePoint Holdings 2, LLC
By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Secretary

3

EX-3.379

Exhibit 3.379

PAGE 1

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “SUMNER REGIONAL MEDICAL CENTER, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE NINETEENTH DAY OF MAY, A.D. 2010, AT 4:11 O’CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “SUMNER REGIONAL MEDICAL CENTER, LLC”.

4825590 8100H		/s/ Jeffrey W. Bullock
		Jeffrey W. Bullock, Secretary of State
110292793		AUTHENTICATION: 8620213
You may verify this certificate online at corp.delaware.gov/authver.shtml		DATE: 03-14-11

State of Delaware
Secretary of State
Division of Corporations
Delivered 04:25 PM 05/19/2010
FILED 04:11 PM 05/19/2010
SRV 100536424 – 4825590 FILE

Certificate of Formation
of
Sumner Regional Medical Center, LLC

     The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

     FIRST: The name of the limited liability company is Sumner Regional Medical Center, LLC (the “Company”).

     SECOND: The address of the registered office and the name and address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of May 19, 2010.

By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Authorized Person

EX-3.380

Exhibit 3.380

Limited Liability Company Agreement
of
Sumner Regional Medical Center, LLC

          This Limited Liability Company Agreement of Sumner Regional Medical Center, LLC effective as of May 19, 2010 (this “Agreement”) is entered into by LifePoint Holdings 2, LLC, as the sole member (the “Member”).

          WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

          WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto;

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

          1. Name. The name of the limited liability company shall be Sumner Regional Medical Center, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801.

          4. Registered Agent The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1209 Orange Street, Wilmington, Delaware 19801.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited

liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

Jeff G. Seraphine, President
Jonathan C. Wall, Chief Financial Officer
R. Scott Raplee, Operations President
Randy McVay, Operations CFO
Michael S. Coggin, Senior Vice President and Treasurer
Mark B. Poppell, Vice President
Christopher J. Monte, Vice President
Mary Kim E. Shipp, Secretary

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

2

          15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

          17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

          IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of May 19, 2010.

LifePoint Holdings 2, LLC
By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Secretary

3

EX-3.381

Exhibit 3.381

Corporations Section
P.O. Box 13697
Austin, Texas 78711-3697 Hope Andrade
Secretary of State

Office of the Secretary of State

The undersigned, as Secretary of State of Texas, does hereby certify that the attached is a true and correct copy of each document on file in this office as described below:

TEXAS SPECIALTY PHYSICIANS
Filing Number: 800968433

Certificate of Formation	April 22, 2008
Certificate of Assumed Business Name	August 17, 2009
Certificate of Assumed Business Name	August 17, 2009
Certificate of Assumed Business Name	August 17, 2009
Certificate of Assumed Business Name	November 30, 2009
Change of Name or Address by Registered Agent	April 19, 2010

In testimony whereof, I have hereunto signed my name officially and caused to be impressed hereon the Seal of State at my office in Austin, Texas on March 11, 2011.

Hope Andrade
Secretary of State

	Come visit us on the internet at http://www.sos.state.tx.us/
Phone: (512) 463-5555	Fax: (512) 463-5709	Dial: 7-1-1 for Relay Services
Prepared by: SOS-WEB	TID: 10266	Document: 358900740015

FILED
In the Office of the
Secretary of State of Texas
APR 22 2008

Corporations Section

Certificate of Formation
of
Texas Specialty Physicians

Article 1
Entity Name and Type

     The filing entity being formed is a nonprofit corporation (“Corporation”). The name of the entity is:

Texas Specialty Physicians

Article 2
Registered Agent and Registered Office

     The initial registered agent is an organization by the name of C. T. Corporation. The business address of the registered agent and the registered office address is 350 N. Paul Street, Dallas, TX 75201.

Article 3
Management

     The management of the affairs of the Corporation is vested in the board of directors. The number of directors constituting the initial board of directors is three (3) and the names and addresses of the persons who are to serve as directors until their successors are elected and qualified are as follows:

Kenneth L. Russell, M.D.	514 S. Bonham, Suite J Mexia, Texas 76667
Jerry W. Simmons, M.D.	514 S. Bonham, Suite H Mexia, Texas 76667
Yong U. Chin, M.D.	514 S. Bonham, Suite G Mexia, Texas 76667

Certificate of Formation
Texas Specialty Physicians

Page 1 of 2

Article 4
Purpose

     The Corporation is formed for any and all of the following purposes:

(1)	carrying out research in the public interest in medical science, medical economics, public health, sociology, or a related field;
(2)	supporting medical education in medical schools through grants or scholarships;
(3)	developing the capabilities of individuals or institutions studying, teaching, or practicing medicine, including podiatric medicine;
(4)	delivering health care to the public; or
(5)	instructing the public regarding medical science, public health, hygiene, or a related matter.

Article 5
Manner of Distribution

     Upon the dissolution of the Corporation, after payment or provision for payment of the Corporation’s liabilities has been made, the Corporation’s remaining assets shall not be transferred to private ownership, but shall be distributed exclusively to its Member.

Organizer

     The name and address of the organizer is:

David W. Hilgers 111 Congress Avenue, Suite 1400
Austin, Texas 78701

Effectiveness of Filing

     This document becomes effective when the document is filed by the Secretary of State.

Execution

     The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument.

     Dated this 22nd day of April, 2008.

Organizer:
 

/s/ David W. Hilgers  

David W. Hilgers 

Certificate of formation
Texas Specialty Physicians

Page 2 of 2

Form 503
(Revised 4/09)

Return in duplicate to:
Secretary of State
P.O. Box 13697
Austin, TX 78711-3697
512 463-5555
FAX: 512 463-5709
Filing Fee: $25
Assumed Name Certificate This space reserved for office use.

FILED
In the Office of the
Secretary of State of Texas

AUG 17 2009
Corporations Section

Assumed Name

1. The assumed name under which the business or professional service is, or is to be, conducted or rendered is: Andre Thomas, MD Orthopaedics and Sports Medicine

Entity Information

2. The legal name of the entity filing the assumed name is:

Texas Specialty Physicians

State the name of the entity as currently shown in the records of the secretary of state or on its organizational documents, if not filed with the secretary of state.

3. The entity filing the assumed name is a: (Select the appropriate entity type below.)

o For-profit Corporation	o Professional Corporation
þ Nonprofit Corporation	o Professional Association
o Cooperative Association	o Limited Partnership
o Limited Liability Company	o Limited Liability Partnership
o Other

Specify type of entity if there is no check box applicable For example, bank, insurance company, etc.

4. The file number, if any, issued to the entity by the secretary of state is: 800968433

5. The state, country, or other jurisdiction of formation of the entity is: Texas

6. The office address of the entity in its jurisdiction of formation is:

350 N. Saint Paul Street, Dallas, TX 75201-4201

(Complete item 7 only when the entity is required by law to maintain a registered agent/registered office in Texas.

An entity required to complete item 7, does not complete item 8. See instructions.)

7a. The address of its registered office in Texas is:

350 N. Saint Paul Street, Dallas, TX 75201-4201

7b. The name of the registered agent at such address is:

CT Corporation System

7c. The address of the principal office of the entity (if not the same as 7a) is:

514 S. Bonham, Suite J, Mexia, TX 76667

4

(Complete item 8 only if the entity is not required by law to maintain a registered agent/registered office in Texas.
Complete item 8c, only if the entity is not organized under the laws of Texas. See instructions.)

8a. The entity is not required by law to maintain a registered agent/registered office in Texas. Its principal office address in Texas is:      

8b. The address of the entity’s principal place of business in Texas (if not the same as 8a) is:      

8c. The entity is not organized under the laws of Texas. Its office address outside the state is:      

Period of Duration

þ 9a. The period during which the assumed name will be used is 10 years from the date of filing with the secretary of state.

OR

o 9b. The period during which the assumed name will be used is                      years from the date of filing with the secretary of state (not to exceed 10 years).

OR

o 9c. The assumed name will be used until                                          (not to exceed 10 years).

mm/dd/yyyy

County or Counties in which Assumed Name Used

10. The county or counties where business or professional services are being or are to be conducted or rendered under the assumed name are:

þ All counties

o All counties with the exception of the following counties:

o Only the following counties:

Execution

The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and also certifies that the person is authorized to sign on behalf of the identified entity. If the undersigned is acting in the capacity of an attorney in fact for the entity, the undersigned certifies that the entity has duly authorized the undersigned in writing to execute this document.

Date: July 7, 2009

/s/ Mary Kim E. Shipp  

Secretary 

Signature of a person authorized by law to sign on behalf of the identified entity (see instructions) 

5

Form 503
(Revised 4/09)

Return in duplicate to:
Secretary of State
P.O. Box 13697
Austin, TX 78711-3697
512 463-5555
FAX: 512 463-5709
Filing Fee: $25
Assumed Name Certificate This space reserved for office use.

FILED
In the Office of the
Secretary of State of Texas

AUG 17 2009
Corporations Section

Assumed Name

1. The assumed name under which the business or professional service is, or is to be, conducted or rendered is: Lee Family Practice

Entity Information

2. The legal name of the entity filing the assumed name is: Texas Specialty Physicians

State the name of the entity as currently shown in the records of the secretary of state or on its organizational documents, if not filed with the secretary of state.

3. The entity filing the assumed name is a: (Select the appropriate entity type below.)

o For-profit Corporation	o Professional Corporation
þ Nonprofit Corporation	o Professional Association
o Cooperative Association	o Limited Partnership
o Limited Liability Company	o Limited Liability Partnership
o Other

Specify type of entity if there is no check box applicable For example, bank, insurance company, etc.

4. The file number, if any, issued to the entity by the secretary of state is: 800968433

5. The state, country, or other jurisdiction of formation of the entity is: Texas

6. The office address of the entity in its jurisdiction of formation is: 350 N. Saint Paul Street, Dallas, TX 75201-4201

(Complete item 7 only when the entity is required by law to maintain a registered agent/registered office in Texas.

An entity required to complete item 7, does not complete item 8. See instructions.)

7a. The address of its registered office in Texas is: 350 N. Saint Paul Street, Dallas, TX 75201-4201

7b. The name of the registered agent at such address is: CT Corporation System

7c. The address of the principal office of the entity (if not the same as 7a) is: 514 S. Bonham, Suite J, Mexia, TX 76667

4

(Complete item 8 only if the entity is not required by law to maintain a registered agent/registered office in Texas.
Complete item 8c, only if the entity is not organized under the laws of Texas. See instructions.)

8a. The entity is not required by law to maintain a registered agent/registered office in Texas. Its principal office address in Texas is:      

8b. The address of the entity’s principal place of business in Texas (if not the same as 8a) is:      

8c. The entity is not organized under the laws of Texas. Its office address outside the state is:      

Period of Duration

þ 9a. The period during which the assumed name will be used is 10 years from the date of filing with the secretary of state.

OR

o 9b. The period during which the assumed name will be used is                      years from the date of filing with the secretary of state (not to exceed 10 years).

OR

o 9c. The assumed name will be used until                                          (not to exceed 10 years).

mm/dd/yyyy

County or Counties in which Assumed Name Used

10. The county or counties where business or professional services are being or are to be conducted or rendered under the assumed name are:

þ All counties

o All counties with the exception of the following counties:

o Only the following counties:

Execution

The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and also certifies that the person is authorized to sign on behalf of the identified entity. If the undersigned is acting in the capacity of an attorney in fact for the entity, the undersigned certifies that the entity has duly authorized the undersigned in writing to execute this document.

Date: June 23, 2009

/s/ Mary Kim E. Shipp  

Secretary 

Signature of a person authorized by law to sign on behalf of the identified entity (see instructions) 

5

Form 503
(Revised 4/09)

Return in duplicate to:
Secretary of State
P.O. Box 13697
Austin, TX 78711-3697
512 463-5555
FAX: 512 463-5709
Filing Fee: $25
Assumed Name Certificate This space reserved for office use.

FILED
In the Office of the
Secretary of State of Texas

AUG 17 2009
Corporations Section

Assumed Name

1. The assumed name under which the business or professional service is, or is to be, conducted or rendered is: Parkview Specialty Clinic

Entity Information

2. The legal name of the entity filing the assumed name is: Texas Specialty Physicians

State the name of the entity as currently shown in the records of the secretary of state or on its organizational documents, if not filed with the secretary of state.

3. The entity filing the assumed name is a: (Select the appropriate entity type below.)

o For-profit Corporation	o Professional Corporation
þ Nonprofit Corporation	o Professional Association
o Cooperative Association	o Limited Partnership
o Limited Liability Company	o Limited Liability Partnership
o Other

Specify type of entity if there is no check box applicable For example, bank, insurance company, etc.

4. The file number, if any, issued to the entity by the secretary of state is: 800968433

5. The state, country, or other jurisdiction of formation of the entity is: Texas

6. The office address of the entity in its jurisdiction of formation is: 350 N. Saint Paul Street, Dallas, TX 75201-4201

(Complete item 7 only when the entity is required by law to maintain a registered agent/registered office in Texas.

An entity required to complete item 7, does not complete item 8. See instructions.)

7a. The address of its registered office in Texas is: 350 N. Saint Paul Street, Dallas, TX 75201-4201

7b. The name of the registered agent at such address is: CT Corporation System

7c. The address of the principal office of the entity (if not the same as 7a) is: 514 S. Bonham, Suite J, Mexia, TX 76667

4

(Complete item 8 only if the entity is not required by law to maintain a registered agent/registered office in Texas.
Complete item 8c, only if the entity is not organized under the laws of Texas. See instructions.)

8a. The entity is not required by law to maintain a registered agent/registered office in Texas. Its principal office address in Texas is:      

8b. The address of the entity’s principal place of business in Texas (if not the same as 8a) is:      

8c. The entity is not organized under the laws of Texas. Its office address outside the state is:      

Period of Duration

þ 9a. The period during which the assumed name will be used is 10 years from the date of filing with the secretary of state.

OR

o 9b. The period during which the assumed name will be used is                      years from the date of filing with the secretary of state (not to exceed 10 years).

OR

o 9c. The assumed name will be used until                                          (not to exceed 10 years).

mm/dd/yyyy

County or Counties in which Assumed Name Used

10. The county or counties where business or professional services are being or are to be conducted or rendered under the assumed name are:

þ All counties

o All counties with the exception of the following counties:

o Only the following counties:

Execution

The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and also certifies that the person is authorized to sign on behalf of the identified entity. If the undersigned is acting in the capacity of an attorney in fact for the entity, the undersigned certifies that the entity has duly authorized the undersigned in writing to execute this document.

Date: June 23, 2009

/s/ Mary Kim E. Shipp  

Secretary 

Signature of a person authorized by law to sign on behalf of the identified entity (see instructions) 

5

Form 503
(Revised 09/09)

Return in duplicate to:
Secretary of State
P.O. Box 13697
Austin, TX 78711-3697
512 463-5555
FAX: 512 463-5709
Filing Fee: $25
Assumed Name Certificate This space reserved for office use.

FILED
In the Office of the
Secretary of State of Texas

NOV 30 2009
Corporations Section

Assumed Name

1. The assumed name under which the business or professional service is, or is to be, conducted or rendered is: Smith General Surgery

Entity Information

2. The legal name of the entity filing the assumed name is: Texas Specialty Physicians

State the name of the entity as currently shown in the records of the secretary of state or on its organizational documents, if not filed with the secretary of state.

3. The entity filing the assumed name is a: (Select the appropriate entity type below.)

o For-profit Corporation	o Limited Liability Company
þ Nonprofit Corporation	o Limited Partnership
o Professional Corporation	o Limited Liability Partnership
o Professional Association	o Cooperative Association
oOther

Specify type of entity. For example, foreign real estate investment trust, state bank, insurance company, etc.

4. The file number, if any, issued to the entity by the secretary of state is: 800968433

5. The state, country, or other jurisdiction of formation of the entity is: Texas

6. The registered office or similar office address of the entity in its jurisdiction of formation is:

350 N. Saint Paul Street
Street Address
Dallas	TX	USA	75201-4201
City	State	Country	Zip or Postal Code

7. The entity’s principal office address in Texas is: (See instructions.)

514 S. Bonham, Suite J	Mexia	TX		76667
Street Address	City		Zip or Postal Code

8. The entity is not organized under the laws of Texas and is not required by law to maintain a registered agent and registered office in Texas. Its office address outside the state is:      

Street Address City State Zip or Postal Code

4

Period of Duration

þ 9a. The period during which the assumed name will be used is 10 years from the date of filing with the secretary of state.

OR

o 9b. The period during which the assumed name will be used is                      years from the date of filing with the secretary of state (not to exceed 10 years).

OR

o  9c. The assumed name will be used until                                                              (not to exceed 10 years).

mm/ddfyyyy

County or Counties in which Assumed Name Used

10. The county or counties where business or professional services are being or are to be conducted or rendered under the assumed name are:

þ All counties

o All counties with the exception of the following counties:

o Only the following counties:

Execution

The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and also certifies that the person is authorized to sign on behalf of the identified entity. If the undersigned is acting in the capacity of an attorney in fact for the entity, the undersigned certifies that the entity has duly authorized the undersigned in writing to execute this document.

Date: November 19, 2009

/s/ Mary Kim E. Shipp  

Mary Kim E. Shipp, Secretary 

Signature of a person authorized by law to sign on behalf of the identified entity (see instructions) 

5

Office of the Secretary of State
Corporations Section
P.O. Box 13697
Austin, Texas 78711-3697
(Form 408) Filed in the Office of the
Secretary of State of Texas
Filing #: 800968433 04/19/2010
Document #: 304390531074
Image Generated Electronically

STATEMENT OF CHANGE OF
ADDRESS OF REGISTERED AGENT

1.	The name of the entity represented is TEXAS SPECIALTY PHYSICIANS
	The entity’s filing number is 800968433
2.	The address at which the registered agent has maintained the registered office address for such entity is: (Please provide street address, city, state and zip code presently shown in the records of the Secretary of State.) 350 N. St. Paul St., Dallas, TX 75201
3.	The address at which the registered agent will hereafter maintain the registered office address for such entity is: (Please provide street address, city, state and zip code. The address must be in Texas.) 350 N. St. Paul St., Ste. 2900, Dallas, TX 75201-4234
4.	Notice of the change of address has been given to said entity in writing at least 10 business days prior to the submission of this filing.

Date: 04/19/2010

CT Corporation System

     Name of Registered Agent

Kenneth Uva, Vice President

     Signature of Registered Agent

FILING OFFICE COPY

EX-3.382

Exhibit 3.382

BYLAWS

OF

TEXAS SPECIALTY PHYSICIANS

BYLAWS
OF
TEXAS SPECIALTY PHYSICIANS

TABLE OF CONTENTS

	Page
Article I Name and Purpose		1
1.01. Name		1
1.02. Purpose		1
Article II Offices		1
2.01. Principal Office		1
2.02. Other Offices		1
Article III Members		1
3.01. Rights and Duties		1
3.02. Membership		2
3.03. Annual Meeting		2
3.04. Special Meeting		2
3.05. Conflicts of Interest		2
3.06. Resignation		2
3.07. Term of Membership		2
3.08. Transfer of Membership		2
3.09. Powers of Members		2
3.10. Action by Written Consent		4
3.11. Action by Members		4
3.12. Non-Liability of Members		4
3.13. Quorum of Members		4
3.14. Proxies		4
Article IV Directors		4
4.01. General Powers		4
4.02. Number, Tenure, and Qualifications and Requirements		5
4.03. Election		6
4.04. Removal		7
4.05. Resignation		7
4.06. Vacancies		7
4.07. Place of Meetings		7
4.08. Regular Meetings		8
4.09. Special Meetings		8
4.10. Quorum		8
4.11. Voting and Proxies		8
4.12. Action by Written Consent		8
4.13. Financial Relationship		8
4.14. Credentialing and Quality Assurance		9
4.15. Compensation		9
4.16. Termination of Physicians		9
4.17. Minutes of Meetings		9

Bylaws of Texas Specialty Physicians Page i

	Page
Article V Committees		9
5.01. Standing Committees		9
5.02. Special Committees		10
5.03. Quorum		11
5.04. Proxies		11
5.05. Meetings and Notices		11
5.06. Removal and Resignation		11
5.07. Vacancies		11
Article VI Notices and Telephone Meetings		12
6.01. Notice of Meetings		12
6.02. Waiver of Notice		12
6.03. Telephone Meetings		12
Article VII Officers		12
7.01. Officers		12
7.02. Election and Term of Office		12
7.03. Resignation		13
7.04. Removal		13
7.05. Vacancies		13
7.06. Duties of the Officers		13
Article VIII Books and Records		14
8.01. Books and Records		14
8.02. Voting Members’ List For Meeting		15
Article IX Protection of Officers, Directors, and Employees		15
9.01. Indemnification of Officers, Directors, Etc.		15
9.02. Extent and Nature of Indemnity		16
9.03. Procedures Relating to Indemnification Payments		16
Article X. Amendments to Bylaws		18
Article XI. Interpretation		18
Article XII. Other Provisions		18
12.01. Fiscal Year		18
12.02. Seal		18
12.03. Severability		18
12.04. Permanent Incapacity		18

Bylaws of Texas Specialty Physicians Page ii

BYLAWS
OF
TEXAS SPECIALTY PHYSICIANS

ARTICLE I
Name and Purpose

1.01.	Name. The name of the Corporation is Texas Specialty Physicians
1.02.	Purpose. The Corporation is formed for any and all of the following purposes:

A.	the carrying out of scientific research and research projects in the public interest in the fields of medical sciences, medical economics, public health, sociology, and related areas;
B.	the supporting of medical education in medical schools through grants and scholarships;
C.	the improving and developing of the abilities of individuals and institutions studying, teaching, and practicing medicine;
D.	the delivery of health care to the public;
E.	the engaging in the instruction of the general public in the area of medical science, public health, and hygiene, and related instruction useful to the individual and beneficial to the community; and
F.	other activities useful or appropriate to the accomplishment of the foregoing purposes.

ARTICLE II
Offices

2.01.	Principal Office. The principal office of the Corporation will be located at 514 Bonham, Suite D, Mexia, TX 76667, or at such other place as the Board of Directors of the Corporation may determine to be in the best interest of the Corporation.
2.02.	Other Offices. The Corporation may have offices at such other places, either within or outside of the State of Texas, as the Board of Directors may from time to time determine or as the affairs of the Corporation may require.

ARTICLE III
Members

3.01. Rights and Duties. This Corporation will have one class of members (“Members”). The Members will exercise such rights and perform such duties as may be provided by law, the Corporation’s Certificate of Formation, or these Bylaws. As used herein, with regard

Bylaws of Texas Specialty Physicians Page l

	to the use of the word “Member,” the plural includes the singular and the singular includes the plural as necessary to accurately reflect the then-existing circumstances.
3.02.	Membership. The initial and sole Member of the Corporation will be Mexia-Principal, Inc.
3.03.	Annual Meeting. The annual meeting of the Members of the Corporation will be held annually at such date and time as will be designated from time to time by the Members, for the election of Directors and officers of the Corporation and the transaction of such other business as may lawfully come before the meeting. Written notice of any meeting will be given by mail, fax, or personally to the Member by or at the direction of the secretary not less than ten (10) days before the meeting. The notice will set forth the place, day, and hour of the meeting.
3.04.	Special Meeting. Special meetings of the Members will be called by or at the request of the president of the Corporation or the Members. Written notice of any special meeting will be given, by mail, fax, or personally, to the Member by or at the direction of the secretary not more than thirty (30) nor less than ten (10) days before the meeting. The notice will set forth the place, day, and hour of the meeting, and the purposes for which it was called. No other business will be transacted at the meeting.
3.05.	Conflicts of Interest. If any Member has a conflict of interest with the Corporation, prior to participating in any vote or discussion that implicates or pertains to such conflict of interest, the Member will disclose the conflict of interest to the other Members. The other Members will thereafter decide by majority vote whether the Member with the conflict of interest will be allowed to participate in any such discussion or vote by the Members. For purposes of this section, “conflict of interest” will mean having any direct or indirect pecuniary or ownership interest in an organization or entity that directly competes with the Corporation or its Members, or any group or entity with which the Corporation is jointly providing medical services, for the providing of medical services. The Corporation will adopt a format conflicts of interest policy which shall set forth the requirements herein.
3.06.	Resignation. Members may resign by filing a written resignation with the secretary of the Corporation. Such resignation will take effect on the date specified in such notice or, if not specified therein, then upon receipt by the secretary.
3.07.	Term of Membership. Unless a shorter term will be specified by the other Members at the time of election, the term of office of any Member will be life or perpetual.
3.08.	Transfer of Membership. Membership in this Corporation is transferable or assignable except as otherwise provided herein.
3.09.	Powers of Members. All business and non-clinical action, including (but not limited to) the following, will require the approval of the Members of the Corporation:

A. the sale of substantially all the assets;

Bylaws of Texas Specialty Physicians Page 2

B.	the adoption of any annual operating and capital budgets of the Corporation;
C.	any expenditure that is a material ($10,000 in any single or series of transactions) deviation from annual operating and capital budgets;
D.	the sale, gift, or other disposition of any property, real, personal, or mixed, of the Corporation;
E.	the lease, mortgage, or other transfer or encumbrance of any real property of the Corporation;
F.	any lease, mortgage, or other transfer or encumbrance (collectively, “Transfer”) of the personal property of the Corporation if the sum of such Transfer and the sum of all prior Transfers, per fiscal year, exceeds $10,000;
G.	the settlement, arbitration, or mediation of claims or litigation;
H.	the merger, combination, or consolidation of the Corporation with, or acquisition by the Corporation of, or acquisition of the Corporation or its business by, any other entity, or any amendment, change, modification, or supplement to, or waiver of any provision, term, or condition of, any agreement relating to such merger, combination, consolidation, or acquisition;
I.	the dissolution or liquidation of the Corporation or any plan or agreement relating thereto;
J.	the creation of, or investment in, any subsidiary entity;
K.	the execution, amendment, or termination of any management, employment, third party payor contract or managed care contract, or service contract;
L.	the issuance of any loans, guaranties, grants, or other payments not included and approved as part of the Corporation’s annual operating and capital budgets;
M.	the request of additional contributions of Members;
N.	the termination of memberships;
O.	the payment of physician compensation and benefits;
P.	the appointment of the president, vice-presidents (whether one or more), treasurer and the secretary of the Corporation;
Q.	the setting or change in the Corporation’s fiscal year; and
R.	the purchase or acquisition of any property (real, personal or mixed) by the Corporation in excess of $10,000 that is not provided for in the Corporation’s annual operating budget or capital budget;

Bylaws of Texas Specialty Physicians Page 3

	and must, prior to implementation, be approved as set forth in Section 3.11 (“Action by Members”) or Section 3.10 (“Action by Written Consent”). Notwithstanding any other provision contained in these Bylaws, Members will not have the power to make any decision or policy concerning credentialing, quality assurance, utilization review, peer review, or the practice of medicine.
3.10.	Action by Written Consent. Any action required or permitted by statute to be taken at a meeting of the Members may be taken without a meeting in the manner as may be provided in the Certificate of Formation or the Texas Business Organizations Code, as may be amended from time to time (“BOC”). Any such signed consent, or a copy thereof, will be placed in the minute book of the Corporation.
3.11.	Action by Members. Any action that may be required by law, the Corporation’s Certificate of Formation, or these Bylaws to be taken by Members as Members of the Corporation will be evidenced in writing, signed by the president or any other officer with signing authority for and on behalf of the Corporation and will be filed in the minute book of the Corporation as part of the permanent records of the Corporation.
3.12.	Non-Liability of Members. The Members of the Corporation will not be personally liable for the debts, liabilities, or obligations of the Corporation.
3.13.	Quorum of Members. A majority of Members will be a requisite and will constitute a quorum for the transaction of business at all meetings of Members, except as otherwise provided by statute, the Certificate of Formation, or these Bylaws. If a quorum is not present or represented at any meeting of Members, the Members entitled to vote thereat, present in person or represented by proxy, will have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented. At any continuation of a meeting following such adjournment at which a quorum is present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.
3.14.	Proxies. A Member may vote either in person or by proxy executed in writing by the Member or by his or her duly authorized attorney-in-fact, but no proxy will be valid after eleven (11) months from the date of its execution, unless otherwise expressly provided in the proxy. Each proxy will be revocable unless expressly provided therein to be irrevocable. Each proxy will be filed with the secretary of the Corporation prior to or at the time of the meeting. Any vote must be taken by written ballot upon the oral or written request of any Member.

ARTICLE IV
Directors

4.01. General Powers. The clinical affairs of the Corporation will be managed by its Board of Directors, which may exercise all powers of the Corporation and do all lawful acts and things as are not by statute, the Certificate of Formation, or these Bylaws, directed or required to be exercised or done by the Members. The Board of Directors has the sole authority to direct the medical, professional, and ethical aspects of the Corporation’s

Bylaws of Texas Specialty Physicians Page 4

	practice of medicine. All credentialing, quality assurance, utilization review, and peer review policies will be made exclusively by the Board of Directors.
4.02.	Number, Tenure, and Qualifications and Requirements.

A.	Number. There will be an Initial Board of Directors (herein so called) that will consist of three (3) persons named in the Corporation’s Certificate of Formation and selected by the organizing and incorporating physician. The Initial Board of Directors will serve from the date the Certificate of Formation were filed with the Secretary of State until the subsequent Board of Directors is elected as hereinafter provided. The number of Directors may be increased or decreased by amendment of the Bylaws or by action of the Members with the approval of the Board of Directors, but the number of Directors may not be decreased to fewer than three (3) and provided that no decrease will shorten the term of any incumbent Director.
B.	Tenure. Each Director will serve for his or her term of office and until his or her successor will have been duly elected and qualified unless he or she is sooner removed in the manner specified in Section 4.04 of these Bylaws or until the earlier of the failure of the Director to be eligible to serve in accordance with paragraph C of this Section 4.02 of these Bylaws as Director of the Corporation or his or her death or resignation. For purposes of these Bylaws, a full term will be defined as a five (5) year term. Directors may serve consecutive terms.
C.	Qualifications and Requirements.

(1)	Directors need not be residents of Texas or Members of the Corporation.
(2)	Directors must be licensed by the Texas Medical Board (“TMB”) and actively engaged in the practice of medicine. The term “actively engaged in the practice of medicine” as used in these Bylaws will mean, as defined by the TMB, that the Director is engaged in diagnosing, treating, or offering to treat any mental or physical disease or disorder or any physical deformity or injury or performing such actions with respect to individual patients for compensation and will include clinical medical research, the practice of clinical investigative medicine, the supervision or training of medical students or residents in a teaching facility or program approved by the Liaison Committee on Medical Education of the American Medical Association, the American Osteopathic Association, or the Accreditation Council for Graduate Medical Education, and professional managerial, administrative, or supervisory activities related to the practice of medicine or the delivery of health care services.
(3)	Each Director must comply with all relevant provisions of the Texas Medical Practice Act and the TMB rules.

Bylaws of Texas Specialty Physicians Page 5

(4)

Each Director must exercise independent judgment as a Director in all matters relating to credentialing, quality assurance, utilization review, peer review, and the practice of medicine.

(5)

If after taking office a Director discovers or recognizes an existing or potential conflict of interest with the Corporation, prior to participating in any vote or discussion of the Board of Directors (or any committee thereof) that implicates or pertains to such conflict of interest, the Director will disclose the conflict of interest to the other Directors. The other Directors will thereafter decide by majority vote whether the Director will be allowed to continue as a Director of the Corporation. For purposes of this section, “conflict of interest” will mean having any direct or indirect pecuniary or ownership interest in an organization or entity that directly competes with the Corporation.

D. Statements and Reports. Each candidate for directorship will deliver to the TMB and the Corporation a sworn statement executed by that individual attesting to compliance with the qualifications for Directors set forth in the Certificate of Formation, and further stating:

(1)	he or she is actively engaged in the practice of medicine as defined by the rules of the TMB;
(2)	in serving as a Director of the Corporation, he or she will comply with all relevant provisions of the Texas Medical Practice Act (Texas Occupations Code Chapter 162) and TMB rules;
(3)	he or she will exercise independent judgment as a Director in all matters relating to credentialing, quality assurance, utilization review, peer review, and the practice of medicine;
(4)	he or she will immediately report to the TMB any act or event that such Director reasonably and in good faith believes constitutes a violation or attempted violation of the Texas Medical Practice Act or rules of the TMB; and
(5)	such other statements as may be required pursuant to TMB rules.
(6)	Directors will disclose financial relationships in accordance with Section 4.13 (“Financial Relationship”) hereof.

4.03. Election. Subsequent to the appointment of the initial Board of Directors, Directors will be elected in the following manner. The Members will nominate, at each annual meeting, one qualified individual for each open position on the Board of Directors by a majority of the votes entitled to be cast at a meeting of the Members. Each individual so nominated will be elected to the Board of Directors upon the approval of at least a majority of the Directors in office at the time of the annual meeting when such nomination is made. To

Bylaws of Texas Specialty Physicians Page 6

the extent that any individual nominated by the Members is not approved by at least a majority of the Directors in office at the time the nomination is made, the Members must nominate a new individual to fill such position who must be approved by a majority of the Directors in office at the time the nomination is made. Non-physicians may not appoint or elect any Director without the approval of at least a majority of the Board of Directors.

4.04.

Removal.

A.

By Members. Any one or more or all of the Directors may be removed for cause at any time by the affirmative vote of a majority of the Members. Cause for removal will include (i) a breach of the Director’s duty of loyalty to the Corporation or its Members, (ii) a breach of the Director’s duty of care to the Corporation or its Members, or (iii) an act or omission that involves intentional misconduct or a knowing violation of the law. Written notice of such removal will be given to any Director so removed. Notwithstanding any other provision contained in these Bylaws, under no circumstances may the Members remove a Director either without cause or for any reason relating to credentialing, quality assurance, utilization review, peer review, or the practice of medicine. Any Director who ceases to meet the qualifications set forth in Section 4.02 (“Number, Tenure, and Qualifications and Requirements”) of these Bylaws will be removed effective as of the date such qualifications cease to be met.

B.

By Directors. Any one or more of the Directors may be removed without cause at any time by action of a majority of the Board, not including the Director(s) sought to be removed, provided there is a quorum of not less than a majority of the entire Board present if such action is taken at a meeting of the Board. A Director will be automatically removed should he or she lose or have suspended his or her license to practice medicine, lose or have suspended his or her hospital privileges, lose or have suspended his or her Drug Enforcement Administration Home (“DEA”) license, or fail to maintain malpractice insurance.

4.05.	Resignation. Any Director may resign at any time by giving written notice to the Board, the president, or the secretary. Such resignation will take effect at the time specified therein; and unless otherwise specified therein, no acceptance of such resignation will be necessary to make it effective.
4.06.	Vacancies. A vacancy will be declared in any seat on the Board of Directors upon the death, resignation, or removal of the occupant thereof, upon the disability of the occupant rendering him or her permanently incapacitated (as defined in Section 13.04 (“Permanent Incapacity”) of these Bylaws), or at such time that the occupant is no longer qualified under Section 4.02(C) to serve as a Director of the Corporation. All vacancies on the Board of Directors will be filled by the nominating process described in Section 4.03 above.
4.07.	Place of Meetings. Regular or special meetings of the Board of Directors may be held either within or outside the State of Texas.

Bylaws of Texas Specialty Physicians Page 7

4.08.	Regular Meetings. A regular annual meeting of the Board of Directors will be held without other notice than these Bylaws, immediately after, and at the same place as, the annual meeting of the Members. The Board of Directors may provide by resolution the time and place, either within or outside the State of Texas, for the holding of additional regular meetings of the Board without other notice than such resolution.
4.09.	Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the president or any two (2) Directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or outside the State of Texas, as the place for holding any special meetings of the Board called by them. It will be the duty of the secretary of the Corporation to give each Director at least ten (10) days’ notice of the date, time, place, and purpose of such special meeting.
4.10.	Quorum. A majority of the Directors will constitute a quorum for the transaction of business at any meeting of the Board; but if less than a quorum is present at said meeting, a majority of the Directors present and entitled to vote may adjourn the meeting from time to time without further notice.
4.11.	Voting and Proxies. Each Director will be qualified to originate and take part in the discussion of any subject that may properly come before the meeting of the Board of Directors, and each Director personally present at any meeting will be entitled to cast one (1) vote. The affirmative vote of a majority of the Directors present at a meeting at which a quorum is present will constitute a formal act of the Board of Directors, unless the act of a greater number is required by law, these Bylaws, or the Certificate of Formation. A Director may vote either in person or by proxy executed in writing by the Director or by his or her duly authorized attorney-in-fact, but no proxy will be valid after eleven (11) months from the date of its execution, unless otherwise expressly provided in the proxy. Each proxy will be revocable unless expressly provided therein to be irrevocable. Each proxy will be filed with the Secretary of the Corporation prior to or at the time of the meeting. Any vote must be taken by written ballot upon the oral or written request of any Director.
4.12.	Action by Written Consent. Any action required or permitted to be taken at a meeting of the Board of Directors or any committee may be taken without a meeting as may be provided in the Certificate of Formation or the BOC.
4.13.	Financial Relationship. If a Director or a nominee for Director has a financial relationship with any Member of the Corporation, any other Director, any Supplier (as defined below) of the Corporation, or any affiliate of any Member, other Director, or Supplier of the Corporation, then the existence of such relationship will be disclosed by the Director or nominee to the Members and the Board of Directors of the Corporation at the time of nomination and election, and to the TMB in the Corporation’s initial application for certification under Section 162.001(b) of the Texas Medical Practice Act and thereafter in any biennial statement to the TMB. The term “Supplier” as used in these Bylaws means (i) a physician retained to provide medical services to or on behalf of the Corporation, or (ii) any other person providing or anticipated to provide services or

Bylaws of Texas Specialty Physicians Page 8

	supplies to or on behalf of the Corporation in excess of Ten Thousand Dollars ($10,000) during a twelve (12)-month period.
4.14.	Credentialing and Quality Assurance. All decisions and policies concerning the Corporation’s credentialing, quality assurance, utilization review, and peer review policies will be made exclusively by a majority vote of the Board of Directors.
4.15.	Compensation. Directors will not receive any stated salaries for their services as Directors, but may, by resolution of the Members, receive a fixed sum and their expenses, if any, for attendance at each regular or special meeting of the Board; but nothing contained herein will be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefore.
4.16.	Termination of Physicians. The termination of the contract of any physician employed by or otherwise under contract to the Corporation to provide medical services may be accomplished only by a majority of the Board of Directors or its physician designee(s).
4.17.	Minutes of Meetings. The Board of Directors will keep regular minutes of its proceedings, and such minutes will be placed in the minute book of the Corporation.

ARTICLE V
Committees

5.01. Standing Committees. The Board of Directors, by resolution passed by a majority of the entire Board of Directors, may from time to time, as appropriate, designate members of the Board of Directors to constitute committees of the Board of Directors including, but not limited to, the committees listed below. A majority of all the members of any such committee may determine its action and fix the time and place of any meeting, unless the Board of Directors will otherwise direct. The Board of Directors will have power at any time to change the number and the members of any such committee, to fill vacancies, and to discharge any such committee. No such committee will have the authority of the Board of Directors in reference to (i) amending, altering, or repealing these Bylaws; (ii) electing, appointing or removing any member of any such committee or any Director or officer of the Corporation; (iii) credentialing, quality assurance, utilization review and peer review policies; (iv) authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Corporation; (v) authorizing the voluntary dissolution of the Corporation or revoking proceedings therefore; (vi) adopting a plan for the distribution of the assets of the Corporation; or (vii) amending, altering or repealing any resolution of the Board of Directors which by its terms provides that it will not be amended, altered or repealed by such committee. The failure of the Board of Directors to establish and appoint membership to a specific committee will be deemed to be a retention of the responsibilities of such committee by the Board of Directors itself.

A. Executive Committee. An executive committee may be established that will consist of two or more persons, a majority of whom are Directors and the remainder of which need not be Directors. The Executive Committee will have and may exercise such powers as the Board of Directors may determine and

Bylaws of Texas Specialty Physicians Page 9

	specify in the respective resolutions appointing the members of such executive committee, except as such delegation of power may be limited by Section 22.218 of the BOC.
B.	Utilization Review and Medical Management Committee. A utilization review and medical management committee may be established that will consist of such number of Directors (not less than two (2)) which will assess and review the quality of medical and health care services rendered to patients and will address over-utilization, under-utilization, and inefficient scheduling of resources. The committee’s functions will include, but not be limited to, credentialing and certification of physicians if such function is not delegated to a committee under 5.0l(c) (“Credentialing Committee”) of these Bylaws, review and audit of medical records, peer review, and prospective, concurrent, and retrospective review of medical services and supplies provided to patients. A majority of the utilization review and medical management committee may determine its actions and fix the time and place of its meetings unless the Board of Directors will otherwise provide. The Board of Directors, by an affirmative vote, will have the power at any time to change the powers and members of the utilization review and medical management committee and to fill vacancies, provided that the Board of Directors may confer the power to decide these matters to another committee of the Corporation. All records, minutes, and determinations of, and all written or oral communications to the committee or its subcommittees regarding peer review are confidential and subject to the provisions of the Texas Medical Practice Act, as may be amended from time to time. However, all credentialing, quality assurance, utilization review and peer review policies will be made exclusively by the Board of Directors.
C.	Credentialing Committee. A credentialing committee may be established that will consist of such number of Directors (not less than two (2)) to monitor, review and report to the Board of Directors the ongoing compliance with existing credentialing criteria and to recommend to the Board of Directors any suggested or proposed changes to such criteria of the Corporation and any entity with which the Corporation has or is proposed to have any contractual relationship, including licensure, certification, continuing medical education, practice privileges and similar matters as may be determined by the Board of Directors. However, all credentialing, quality assurance, utilization review and peer review policies will be made exclusively by the Board of Directors.

5.02. Special Committees. The Board of Directors may designate one or more special committees as are necessary and that are not in conflict with other provisions of these Bylaws. The duties of any such special committees will be prescribed by the Board of Directors upon their designation. No such committee will have the authority of the Board of Directors in reference to (i) amending, altering, or repealing these Bylaws; (ii) electing, appointing orremoving any member of any such committee or any Director or officer of the Corporation; (iii) credentialing, quality assurance, utilization review and peer review policies; (iv) authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Corporation; (v) authorizing the

Bylaws of Texas Specialty Physicians Page 10

	voluntary dissolution of the Corporation or revoking proceedings therefor; (vi) adopting a plan for the distribution of the assets of the Corporation; or (vii) amending, altering or repealing any resolution of the Board of Directors which by its terms provides that it will not be amended, altered or repealed by such committee. Each special committee will consist of two or more persons appointed by the chairman of the Board of Directors, who may, but need not be, Directors of the Corporation, however, at least a majority of the members must be Directors. A special committee will limit its activities to the accomplishment of the tasks for which it is designated and will have no power to act except as specifically conferred by action of the Board of Directors. The president of the Corporation or his or her designee will serve as an ex-officio non-voting member of each special committee of the Corporation. Upon the completion of the task for which designated, such special committee will stand dissolved.
5.03.	Quorum. A majority of the voting members of the committee will constitute a quorum for the transaction of business at any meeting of such committee. The act of a majority of the voting members of the committee present at a meeting at which a quorum is present will constitute a formal action of the committee.
5.04.	Proxies. A committee member may vote either in person or by proxy executed in writing by the member or by his or her duly authorized attorney-in-fact, but no proxy will be valid after eleven (11) months from the date of its execution, unless otherwise expressly provided in the proxy. Each proxy will be revocable unless expressly provided therein to be irrevocable. Each proxy will be filed with the secretary of the Corporation prior to or at the time of the meeting. Any vote must be taken by written ballot upon the oral or written request of any committee member.
5.05.	Meetings and Notices. Meetings of a committee may be called by or at the request of the president of the Corporation or the chairman of the committee or any two (2) committee members. Each committee will meet as often as is necessary to perform its duties, Notice may be given at any time and in any manner reasonably designated to inform the members of the time and place of the meetings. Each meeting will keep minutes of its proceedings.
5.06.	Removal and Resignation. Any committee member may resign by giving notice to the chairman of the committee or the secretary of the Corporation. Unless otherwise specified in the notice, such resignation will take effect upon receipt thereof, and the acceptance of such resignation will not be necessary to make it effective. The Board of Directors may remove at any time, with or without cause, any member of any standing committee. The Board of Directors or the chairman of the Board of Directors may remove, at any time with or without cause, any member of a special committee.
5.07.	Vacancies. A vacancy on a committee will be filled for the unexpired portion of the term of the former occupant in the same manner in which an original appointment to such committee.

Bylaws of Texas Specialty Physicians Page 11

ARTICLE VI
Notices and Telephone Meetings

6.01.	Notice of Meetings. Written or printed notice stating the place, day and hour of any meeting, and in the case of a special Directors’ meeting or special Members’ meeting, the purpose or purposes for which the meeting is called, will be delivered not less than ten (10) days nor more than sixty (60) days before the date of an annual meeting and not less than two (2) nor more than thirty (30) days before the date of the meeting, either personally, by mail, facsimile, charges prepaid, by or at the direction of the president, secretary, or the officer or the person calling the meeting to each Director or Member, as appropriate. Such notice will be deemed to be delivered three days after deposited in the United States Mail, addressed to the Members or the Directors, as appropriate, at the addresses and facsimile numbers appearing on the records of the Corporation, with charges thereon prepaid. If transmitted by facsimile, such notice is deemed to be delivered on successful transmission of the facsimile. Such further or earlier notice will be given as may be required by law.
6.02.	Waiver of Notice. Any notice required to be given may be subject to a waiver thereof in writing signed by the person or persons entitled to receive such notice, whether before or after the time stated therein, and such waiver will be deemed equivalent to the giving of such notice in a timely manner. Any such signed waiver of notice, or a signed copy thereof, will be placed in the minute book of the Corporation. Attendance of such persons at any meeting will constitute a waiver of notice of such meetings, except where the persons attend for the express purpose of objecting that the meeting is not lawfully convened.
6.03.	Telephone Meetings. Subject to the requirements of the BOC or these Bylaws for notice of meetings, Members, Directors, or members of any committee designated by such Board of Directors may participate in and hold a meeting of such Members, Board of Directors, or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can communicate with each other, and participation in a meeting pursuant to this Section 6.03 will constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

ARTICLE VII
Officers

7.01.	Officers. The officers of the Corporation will be a president, one or more vice presidents, a treasurer, a secretary, and such other officers or assistant officers as may be elected in accordance with the provisions of these Bylaws.
7.02.	Election and Term of Office. The president, one or more vice presidents, a treasurer, and a secretary will be elected to office by the Members at the time of the initial or annual meeting of the Members. Each officer so elected will take office on the date of his or her election and will hold office until the earlier of (i) the expiration of three (3) years, (ii) the

Bylaws of Texas Specialty Physicians Page 12

	date such officer resigns, or (iii) the date such officer is removed. Any two or more offices may be held by the same person, except that the offices of president and secretary may not be held by the same person.
7.03.	Resignation. Any officer may resign at any time by giving written notice thereof to the president or secretary of the Corporation. Unless otherwise specified in the notice, the resignation will take effect upon receipt thereof, and the acceptance of the resignation will not be necessary to make it effective.
7.04.	Removal. Any officer elected by the Members may be removed by the Members, with or without cause, at any time by a majority vote of the Members; provided, however, such removal will be without prejudice to the contract rights, if any, of the officer so removed.
7.05.	Vacancies. Whenever a vacancy will occur in any office of the Corporation, such vacancy will be filled by the Members by the election of anew officer as provided in Section 7.02 (“Election and Term of Office”) above, who will take office on the date of his or her election and will hold office until the earlier of (i) expiration of three (3) years, (ii) the date such officer resigns, or (iii) the date such officer is removed.
7.06.	Duties of the Officers.

A.

President. The president will be the chief executive officer of the Corporation, and, subject to the control of the Board of Directors and/or the Members as appropriate, will have general charge and supervision of the administration of the activities and affairs of the Corporation. The president may attend all meetings of the Board of Directors and the Members. The president will see that all actions and resolutions of the Board of Directors and/or the Members as appropriate are carried into effect. The president will sign and execute all legal documents and instruments in the name of the Corporation when authorized to do so by the Board of Directors and/or the Members as appropriate, prepare an annual budget showing expected receipts and expenditures for consideration by the Board of Directors and approval by the Members, and will perform such other duties as may be prescribed from time to time by the Board of Directors or Members. The president will also have the power to appoint and remove subordinate employees. The president will submit to the Board of Directors and Members plans and suggestions for the activities of the Corporation, will direct its general correspondence, and will present recommendations in each case to the Board of Directors and Members for decision. The president will also submit a report of the activities and affairs of the Corporation at each annual meeting of both the Board of Directors and the Members and at other times when called upon to do so by the Board of Directors or the Members. The president need not be a Member of the Corporation or a member of the Board of Directors.

B.

Vice Presidents. The vice presidents, in order of rank, will discharge the duties of the president in the event of the president’s absence or disability for any cause whatever. They will also perform such additional duties as may be prescribed

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	from time to time by the Board of Directors. Vice presidents need not be Members of the Corporation or members of the Board of Directors.
C.	Treasurer. The treasurer will keep account of all monies, credits and property of the Corporation that will come into the treasurer’s hands and keep accurate account of all monies received and discharged. The treasurer will have the custody of all the funds and securities of the Corporation and will deposit the same in such banks and depositories as the Members will designate. The treasurer will keep proper books of account and other books showing at all times the amount of the funds and other property belonging to the Corporation, all of which books will be open at all times to the inspection of the Members. The treasurer will also submit a report of the accounts and financial condition of the Corporation at each annual meeting of the Members. The treasurer shall, under the direction of the Members, disburse all monies and sign all checks and other instruments drawn on or payable out of the funds of the Corporation. In general, the treasurer will perform all the duties which are incident to the office of treasurer, subject to the instruction of the Members and will perform such additional duties as may be prescribed from time to time by the president. The Members may require the treasurer to give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Members will determine. In the case of absence or disability of the treasurer, the Members may appoint an assistant treasurer to the office to perform the duties of the treasurer during such absence or disability. The treasurer need not be a Member of the Corporation or a member of the Board of Directors.
D.	Secretary. The secretary will have charge of the records and correspondence of the Corporation under the direction of the president, and will be the custodian of the seal of the Corporation, if any. The secretary will attend all meetings of the Board of Directors and give notice of meetings as is required by these Bylaws. The secretary will take and keep true minutes of all meetings of the Board of Directors. The secretary will discharge such other duties as will be prescribed from time to time by the president or the Board of Directors. In case of a prolonged absence or disability of the secretary, the Board of Directors may appoint an assistant secretary to perform the duties of the secretary during such absence or disability. The secretary need not be a Member of the Corporation or a member of the Board of Directors.

ARTICLE VIII
Books and Records

8.01. Books and Records. The Corporation will keep correct and complete books and records of account and will keep minutes of the proceedings of its Members, Board of Directors, and committees having any authority of the Board of Directors and will keep at the registered office or principal office a record of the names and addresses of the members entitled to vote. A Member of the Corporation, on written demand stating the purpose of the demand, has the right to examine and copy, in person or by agent, accountant, or

Bylaws of Texas Specialty Physicians Page 14

attorney, at any reasonable time, for any proper purpose, the books and records of the Corporation relevant to that purpose, at the expense of the Member.

8.02.

Voting Members’ List For Meeting. After fixing a record date for the notice of a meeting, the Corporation will prepare an alphabetical list of names of all its voting Members who are entitled to notice of the meeting. The list must show the address and number of votes each voting Member is entitled to cast at the meeting. The Corporation will maintain, through the time of the Members’ meeting, a list of Members who are entitled to notice of the meeting but are not entitled to vote at the meeting. This list will be prepared on the same basis and be part of the list of voting Members. Not later than two (2) business days after the date notice is given of a meeting for which a list was prepared, and continuing through the meeting, the list of voting Members must be available for inspection by any Member entitled to vote at the meeting for the purpose of communication with other Members concerning the meeting, at the Corporation’s principal office or at a reasonable place identified in the meeting notice in the city where the meeting will be held. A voting Member or a voting Member’s agent or attorney is entitled on written demand to inspect and copy the list, in person or by agent, accountant, or attorney at a reasonable time, for any proper purpose, and at the Member’s expense during the period it is available for inspection. The Corporation will make the list of voting Members available at the meeting, and any voting Member or voting Member’s agent or attorney is entitled to inspect the list at any time during the meeting or any adjournment.

ARTICLE IX
Indemnification

9.01. Indemnification of Officers, Directors, Etc. The Corporation will indemnify a director, officer, member, committee member, employee, or agent of the Corporation who was, is, or may be named defendant or respondent in any proceeding as a result of his or her actions or omissions within the scope of his or her official capacity in the Corporation. For the purposes of this article, an agent includes one who is or was serving at the Corporation’s request as a director, officer, partner, venturer, proprietor, trustee, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise.

A. The Corporation will indemnify a person only if he or she acted in good faith and reasonably believed that his or her conduct was in the Corporation’s best interests. In case of a criminal proceeding, the person may be indemnified only if he or she had no reasonable cause to believe that the conduct was unlawful. The Corporation will not indemnify a person who is found liable to the Corporation or is found liable to another on the basis of improperly receiving a personal benefit from the Corporation. A person is conclusively considered to have been found liable in relation to any claim, issue, or matter if the person has been adjudged liable by a court of competent jurisdiction and all appeals have been exhausted. Termination of a proceeding by judgment, order, settlement, conviction, or on a

Bylaws of Texas Specialty Physicians Page 15

	plea of nolo contendere or its equivalent does not necessarily preclude indemnification by the Corporation.
B.	The Corporation will pay or reimburse expenses incurred by a director, officer, member, committee member, employee, or agent of the Corporation in connection with the person’s appearance as a witness or other participation in a proceeding involving of affecting the Corporation when the person is not a named defendant or respondent in the proceeding.
C.	In addition to the situations otherwise described in this paragraph, the Corporation may indemnify a director, officer, member, committee member, employee, or agent of the Corporation to the extent permitted by law. However, the Corporation will not indemnify any person in any situation in which indemnification is prohibited by paragraph 9.01.A, above.
D.	The Corporation may advance expenses incurred or to be incurred in the defense of a proceeding to a person who might eventually be entitled to indemnification, even though there has been no final disposition of the proceeding. Advancement of expenses may occur only when the procedural conditions specified in paragraph 9.03.C, below, have been satisfied. Furthermore, the Corporation will never advance expenses to a person before final disposition of a proceeding if the person is a named defendant or respondent in a proceeding brought by the Corporation or if the person is alleged to have improperly received a personal benefit or committee other willful or intentional misconduct.

9.02.

Extent and Nature of Indemnity. The indemnity permitted under these Bylaws includes indemnity against judgments, penalties, (including excise and similar taxes), fines, settlements, and reasonable expenses (including attorney’s fees) actually incurred in connection with the proceeding. If the proceeding was brought by or on behalf of the Corporation or one or more members, the indemnification is limited to reasonable expenses actually incurred by the person in connection with the proceeding.

9.03.

Procedures Relating to Indemnification Payments

A. Before the Corporation may pay any indemnification expenses (including attorney’s fees), the Corporation must specifically determine that indemnification is permissible, authorize indemnification, and determine that expenses to be reimbursed are reasonable, except as provided in subparagraph (C), below. The Corporation may make these determinations and decisions by any one of the following procedures:

(1)	Majority vote of a quorum consisting of directors who, at the time of the vote, are not named defendants or respondents in the proceeding.
(2)	If such a quorum cannot be obtained, by a majority vote of a committee of the Board, designated to act in the matter by a majority vote of all directors, consisting solely of two or more directors who at the time of the vote are not named defendants or respondents in the proceeding.

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(3)	Determination by special legal counsel selected by the Board by the same vote as provided in subparagraphs (1) or (2), above, or if such a quorum cannot be obtained and such a committee cannot be established, by a majority vote of all directors.
(4)	Majority vote of members, excluding directors or other members who are named defendants or respondents in the proceeding.
(5)	The Corporation will authorize indemnification and determine that expenses to be reimbursed are reasonable in the same manner that it determines whether indemnification is permissible. If special legal counsel determines that indemnification is permissible, authorization of indemnification and determination of reasonableness of expenses will be made as specified by subparagraph (a)(iii), above, governing selection of special legal counsel. A provision contained in the Certificate of Formation, or a resolution of members or the Board of Directors that requires the indemnification permitted by paragraph 9.01, above, constitutes sufficient authorization of indemnification even though the provision may not have been adopted or authorized in the same manner as the determination that indemnification is permissible.

B.	The Corporation will advance expenses before final disposition of a proceeding only after it determines that the facts then known would not preclude indemnification. The determination that the facts then known to those making the determination would not preclude indemnification and authorization of payments will be made in the same manner as a determination that indemnification is permissible under subparagraph (A), above.
	In addition to this determination, the Corporation may advance expenses only after it receives a written affirmation and undertaking from the person to receive the advance. The person’s written affirmation will state that he or she has met the standard of conduct necessary for indemnification under these Bylaws. The written undertaking will provide for repayment of the amounts advanced by the Corporation if it is ultimately determined that the person has not met the requirements for indemnification. The undertaking will be an unlimited general obligation of the person, but it need not be secured and may be accepted without reference to financial ability to repay.
C.	Any indemnification or advance of expenses will be reported in writing to the Corporation’s members. The report will be made with or before the notice or waiver of notice of the next members’ meeting, or with or before the next submission to members of a consent to action without a meeting. In any case, the report will be sent within the 12-month period immediately following the date of the indemnification or advance.

Bylaws of Texas Specialty Physicians Page 17

ARTICLE X
Amendments to Bylaws

     These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by the Members of the Corporation, subject to the approval by a majority of the Board of Directors.

ARTICLE XI
Interpretation

     These Bylaws will be interpreted in a manner that reserves to physicians the sole authority to engage in the practice of medicine and reserves to the Board of Directors the sole authority to direct the medical, professional, and ethical aspects of the practice of medicine. These Bylaws will also be interpreted in a manner that recognizes the intent of the Corporation to comply with the rules promulgated by the TMB as they relate to non-profit health organizations certified under Section 162.001(b) of the Texas Medical Practice Act.

ARTICLE XII
Other Provisions

12.01.	Fiscal Year. The fiscal year of the Corporation shall, unless otherwise fixed by resolution of the Board of Directors, be the calendar year.
12.02.	Seal. The Corporation’s seal, if any, will be in such form as may be prescribed by the Members. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced. The seal need not be affixed to any document signed on behalf of the Corporation unless specifically required by resolution of the Members.
12.03.	Severability. If any portion of these Bylaws will be invalid or inoperative, then, so far as is reasonable, the remainder of these Bylaws will be considered valid and operative and effect will be given to the intent manifested by the portion held invalid or inoperative.
12.04.	Permanent Incapacity. Any Director of the Board of Directors who will be incapable of participating in the management and affairs of the Corporation for a continuous period of six (6) months will be deemed to be “permanently incapacitated” within the meaning of that term as used in these Bylaws.

     I, the undersigned, being the secretary of the Corporation do hereby certify that the foregoing are the Bylaws of said Corporation, as adopted by the Directors of said Corporation as of the 22nd day of May, 2008.

/s/ Mary Kim E. Shipp  

Secretary 

4123698.1
56494.1

Bylaws of Texas Specialty Physicians Page 18

EX-3.383

Exhibit 3.383

PAGE 1

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “THE MRI CENTER OF NORTHWEST ALABAMA, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE TWELFTH DAY OF NOVEMBER, A.D. 2004, AT 9:52 O’CLOCK A.M.

     CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM “WINFIELD MRI CENTER, LLC” TO “THE MRI CENTER OF NORTHWEST ALABAMA, LLC”, FILED THE TWENTIETH DAY OF DECEMBER, A.D. 2004, AT 3:42 O’CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “THE MRI CENTER OF NORTHWEST ALABAMA, LLC”.

3880309 8100H

110292929

You may verify this certificate online
at corp.delaware.gov/authver.shtml

/s/ Jeffrey W. Bullock

Jeffrey W. Bullock, Secretary of State

AUTHENTICATION: 8620289

DATE: 03-14-11

Certificate of Formation
of
Winfield MRI Center, LLC

     The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

     FIRST: The name of the limited liability company is Winfield MRI Center, LLC (the “Company”).

     SECOND: The address of the registered office and the name and address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of November 11, 2004.

By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Authorized Person

State of Delaware
Secretary of State
Division of Corporations
Delivered 10:49 AM 11/12/2004
FILED 09:52 AM 11/12/2004
SRV 040816046 – 3880309 FILE

Certificate of Amendment
to
Certificate of Formation
of
Winfield MRI Center, LLC

          It is hereby certified that:

          1. The name of the limited liability company (hereinafter called the “limited liability company”) is Winfield MRI Center, LLC.

          2. The certificate of formation of the limited liability company is hereby amended by striking out Article One thereof and by substituting in lieu of said Article the following new Article:

     FIRST: The name of the limited liability company is The MRI Center of Northwest Alabama, LLC (the “Company”).

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment to Certificate of Formation as of December 11, 2004.

By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Authorized Person

State of Delaware
Secretary of State
Division of Corporations
Delivered 04:04 PM 12/20/2004
FILED 03:42 PM 12/20/2004
SRV 040922884 - 3880309 FILE

EX-3.384

Exhibit 3.384

Limited Liability Company Agreement
of
The MRI Center of Northwest Alabama, LLC

          This Limited Liability Company Agreement of The MRI Center of Northwest Alabama, LLC, effective as of December 20, 2004 (this “Agreement”) is entered into by Northwest Medical Center-Winfield, LLC, as the sole member (the “Member”).

          WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

          WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto;

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

          1. Name. The name of the limited liability company shall be The MRI Center of Northwest Alabama, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801.

          4. Registered Agent The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1209 Orange Street, Wilmington, Delaware 19801.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the

Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

Michael A. Wiechart, President
William F. Carpenter III, Executive Vice President and Secretary
Michael J. Culotta, Chief Financial Officer
William M. Gracey, Chief Operations Officer
R. Scott Raplee, Senior Vice President
Donald J. Bivacca, Vice President
Gary D. Willis, Vice President
William E. Hoffman, Jr., Vice President
Kelvin M. Ault, Vice President
W. Vail Willis, Vice President
Mary Kim E. Shipp, Assistant Secretary

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

          15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

          17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

          IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of December 20, 2004.

northwest medical center-winfield, LLC
By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Assistant Secretary

EX-3.385

Exhibit 3.385

PAGE 1

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “THM PHYSICIAN PRACTICE, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE NINETEENTH DAY OF NOVEMBER, A.D. 1998, AT 9 O’CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “THM PHYSICIAN PRACTICE, LLC”.

2969157 8100H

110293005

You may verify this certificate online
at corp.delaware.gov/authver.shtml

/s/ Jeffrey W. Bullock

Jeffrey W. Bullock, Secretary of State

AUTHENTICATION: 8620305

DATE: 03-14-11

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 11/19/1998
981447651 – 2969157

CERTIFICATE OF FORMATION
OF
THM PHYSICIAN PRACTICE, LLC

Under Section 18-201 of the
Delaware Limited Liability Company Act

          FIRST: The name of the limited liability company is THM Physician Practice, LLC (the “Company”).

          SECOND: The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

          THIRD: The name and address of the Company’s registered agent for service of process is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

          IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of November 19, 1998.

By:	John M. Franck II Name: John M. Franck II
	Title: Authorized Person

CERTIFICATE OF AMENDMENT
OF
THM Physician Practice, LLC

     1. The name of the limited liability company is THM Physician Practice, LLC

     2. The Certificate of Formation of the limited liability company is hereby amended as follows:

     The name and address of the registered agent is The Corporation Trust Company Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of THM Physician Practice, LLC this 15 day of January 2001.

THM Physician Practice, LLC
 

/s/ William F. Carpenter III  

William F. Carpenter III  

Manager

Title

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:00 AM 01/22/2002
020040851 – 2969157

EX-3.386

Exhibit 3.386

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
THM PHYSICIAN PRACTICE, LLC

     This Amended and Restated Limited Liability Company Agreement of THM Physician Practice, LLC, is entered into by Tennessee Healthcare Management, Inc., as the sole member (the “Member”).

     WHEREAS, the Member desires to amend and restate the Limited Liability Company Agreement of THM Physician Practice, LLC, effective as of November 19, 1998.

     NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby agrees as follows:

     1. Name. The name of the limited liability company shall be THM Physician Practice, LLC (the “Company”).

     2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”) engaging in any and all activities necessary or incidental to the foregoing.

     3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

     4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

     5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

     The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

     6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set

forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

James M. Fleetwood, Jr.	President and Secretary
Scott L. Mercy	Chief Executive Officer
John M. Franck II	Vice President
Ronald Lee Grubbs, Jr.	Vice President
R. Milton Johnson	Vice President

     The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

     7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

     8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

     9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

     10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

     11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

     12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

     13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

     14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

2

     15. Certificate(s) of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

     16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

     17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

******

3

     IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Limited Liability Company Agreement on the 29^th day of April, 1999.

TENNESSEE HEALTHCARE MANAGEMENT, INC.
By:	/s/ John M. Franck II
	John M. Franck II
	Vice President

4

ADDENDUM

     Effective as of May 6, 1999 (the “Effective Date”), Tennessee Healthcare Management, Inc. (“Tennessee”) assigned, transferred and conveyed its 100% limited liability company interest in THM Physician Practice, LLC, a Delaware limited liability company (“LLC”), to Healthtrust, Inc. — The Hospital Company (“Healthtrust”), whereupon Healthtrust became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Tennessee as the sole member (the “Member”) shall be deemed to be references to Healthtrust as the Member.

     IN WITNESS WHEREOF, Healthtrust has executed this Addendum on the 6th day of May, 1999.

HEALTHTRUST, INC. — THE HOSPITAL COMPANY
By:	/s/ John M. Franck II
	John M. Franck II
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), H Healthtrust, Inc.-The Hospital Company (“Healthtrust”) assigned, transferred and conveyed its 100% limited liability company interest in THM Physician Practice, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals, Inc. (“LifePoint”) whereupon LifePoint, became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Healthtrust as the sole member (the “Member”) shall be deemed to be references to LifePoint as the Member.

     IN WITNESS WHEREOF, LifePoint has executed this Addendum on the 11th day of May, 1999.

LifePoint Hospitals, Inc.
By:	/s/ John M. Franck II
	John M. Franck II
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals, Inc. (“LifePoint”) assigned; transferred and conveyed its 100% limited liability company interest in THM Physician Practice, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals Holdings, Inc. (“Holdings”), whereupon Holdings became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to LifePoint as the sole member (the “Member”) shall be deemed to be references to Holdings as the Member.

     IN WITNESS WHEREOF, Holdings has executed this Addendum on the 11th day of May, 1999.

LifePoint Hospitals Holdings, Inc.
By:	/s/ John M. Franck II
	John M. Franck II
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals Holdings, Inc. (“LifePoint”) assigned, transferred and conveyed its 100% limited liability company interest in THM Physician Practice, LLC, a Delaware limited liability company (“LLC”), to LifePoint Holdings 2, LLC. (“Holdings 2”), whereupon Holdings 2 became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to LifePoint as the sole member (the “Member”) shall be deemed to be references to Holdings 2 as the Member.

     IN WITNESS WHEREOF, Holdings 2 has executed this Addendum effective as of the date first written above.

LIFEPOINT HOLDINGS 2, LLC
By:	/s/ Ronald Lee Grubbs, Jr.
	Ronald Lee Grubbs, Jr.
	Vice President

EX-3.387

Exhibit 3.387

PAGE 1

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “TROUSDALE MEDICAL CENTER, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE NINETEENTH DAY OF MAY, A.D. 2010, AT 4:14 O’CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “TROUSDALE MEDICAL CENTER, LLC”.

4825597 8100H

110293032
You may verify this certificate online
at corp.delaware.gov/authver.shtml /s/ Jeffrey W. Bullock   Jeffrey W. Bullock, Secretary of State
AUTHENTICATION: 8620313

DATE: 03-14-11

State of Delaware

Secretary of State

Division of Corporations

Delivered 04:26 PM 05/19/2010

FILED 04:14 PM 05/19/2010

SRV 100536466 – 4825597 FILE

Certificate of Formation
of
Trousdale Medical Center, LLC

     The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

     FIRST: The name of the limited liability company is Trousdale Medical Center, LLC (the “Company”).

     SECOND: The address of the registered office and the name and address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of May 19, 2010.

By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Authorized Person

EX-3.388

Exhibit 3.388

Limited Liability Company Agreement
of
Trousdale Medical Center, LLC

          This Limited Liability Company Agreement of Trousdale Medical Center, LLC effective as of May 19, 2010 (this “Agreement”) is entered into by LifePoint Holdings 2, LLC, as the sole member (the “Member”).

          WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

          WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto;

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

          1. Name. The name of the limited liability company shall be Trousdale Medical Center, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801.

          4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1209 Orange Street, Wilmington, Delaware 19801.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited

liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

Jeff G. Seraphine, President
Jonathan C. Wall, Chief Financial Officer
R. Scott Raplee, Operations President
Randy McVay, Operations CFO
Michael S. Coggin, Senior Vice President and Treasurer
Mark B. Poppell, Vice President
Christopher J. Monte, Vice President
Mary Kim E. Shipp, Secretary

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

2

          15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

          17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

          IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of May 19, 2010.

LifePoint Holdings 2, LLC
By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Secretary

3

EX-3.389

Exhibit 3.389

PAGE 1

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “VALLEY VIEW PHYSICIAN PRACTICES, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE NINTH DAY OF FEBRUARY, A.D. 2009, AT 4:23 O’CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “VALLEY VIEW PHYSICIAN PRACTICES, LLC”.

4653794      8100H

110293045
You may verify this certificate online
at corp.delaware.gov/authver.shtml /s/ Jeffrey W. Bullock Jeffrey W. Bullock, Secretary of State

AUTHENTICATION: 8620317

DATE: 03–14–11

State of Delaware
Secretary of State
Division of Corporations
Delivered 06:36 PM 02/09/2009
FILED 04:23 PM 02/09/2009
SRV 090118593 – 4653794 FILE

Certificate of Formation
of
Valley View Physician Practices, LLC

     The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

     FIRST: The name of the limited liability company is Valley View Physician Practices, LLC (the “Company”).

     SECOND: The address of the registered office and the name and address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of February 9, 2009.

By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Authorized Person

EX-3.390

Exhibit 3.390

Limited Liability Company Agreement
of
Valley View Physician Practices, LLC

     This Limited Liability Company Agreement of Valley View Physician Practices, LLC, effective as of February 9, 2009 (this “Agreement”) is entered into by Province Healthcare Company, as the sole member (the “Member”).

     WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

     WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto;

     NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

     1. Name. The name of the limited liability company shall be Valley View Physician Practices, LLC (the “Company”).

     2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

     3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801.

     4. Registered Agent The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1209 Orange Street, Wilmington, Delaware 19801.

     5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

     The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

     6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited

liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

Donald J. Bivacca, President
Gerald Christine, Chief Financial Officer
Michael A. Wiechart, Group President
Jonathan C. Wall, Group CFO
Michael S. Coggin, Senior Vice President
Jess N. Judy, Senior Vice President
W. Vail Willis, Senior Vice President
Christopher J. Monte, Vice President
Mary Kim E. Shipp, Secretary

     The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

     7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

     8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

     9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

     10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

     11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquirer.

     12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

     13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

2

     14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

     15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

     16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

     17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

     IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of February 9, 2009.

Province Healthcare Company
By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Secretary

3

EX-3.391

Exhibit 3.391

PAGE 1

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “VAUGHAN PHYSICIAN PRACTICES, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE THIRD DAY OF NOVEMBER, A. D. 2006, AT 2:12 O’CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “VAUGHAN PHYSICIAN PRACTICES, LLC”.

          4245898      8100H

          110293053

You may verify this certificate online
at corp.delaware.gov/authver.shtml /s/ Jeffrey W. Bullock Jeffrey W. Bullock, Secretary of state

AUTHENTICATION: 8620320

DATE: 03–14–11

State of Delaware
Secretary of State
Division of Corporations
Delivered 02:20 PM 11/03/2006
FILED 02:12 PM 11/03/2006
SRV 061012428 – 4245898 FILE

Certificate of Formation
of
Vaughan Physician Practices, LLC

     The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

     FIRST: The name of the limited liability company is Vaughan Physician Practices, LLC (the “Company”).

     SECOND: The address of the registered office and the name and address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of November 3, 2006.

By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Authorized Person

EX-3.392

Exhibit 3.392

Limited Liability Company Agreement
of
Vaughan Physician Practices, LLC

     This Limited Liability Company Agreement of Vaughan Physician Practices, LLC, effective as of November 3, 2006 (this “Agreement”) is entered into by PRHC-Alabama, LLC, as the sole member (the “Member”).

     WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

     WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto;

     NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

     1. Name. The name of the limited liability company shall be Vaughan Physician Practices, LLC (the “Company”).

     2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

     3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801.

     4. Registered Agent The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1209 Orange Street, Wilmington, Delaware 19801.

     5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

     The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

     6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

Robert N. Klein, President
Michael J. Culotta, Chief Financial Officer
William M. Gracey, Chief Operations Officer
Paul D. Gilbert, Senior Vice President
R. Scott Raplee, Senior Vice President
Gary D. Willis, Senior Vice President
Donald J. Bivacca, Vice President
W. Vail Willis, Vice President
Christopher J. Monte, Vice President
Mary Kim E. Shipp, Secretary

     The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

     7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

     8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

     9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

     10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

     11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

     12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

     13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

     14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

     15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

     16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

     17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

     IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of November 3, 2006.

PRHC-Alabama, LLC
By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Secretary

EX-3.393

Exhibit 3.393

PAGE 1

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “VILLE PLATTE MEDICAL CENTER, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE ELEVENTH DAY OF SEPTEMBER, A.D. 2001, AT 9 O’CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M.

     CERTIFICATE OF MERGER, FILED THE TWENTY–SIXTH DAY OF MARCH, A.D. 2010, AT 4:23 O’CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF MERGER IS THE FIRST DAY OF APRIL, A.D. 2010, AT 12 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “VILLE PLATTE MEDICAL CENTER, LLC”.

3435046    8100H

110293070
You may verify this certificate online
at corp.delaware.gov/authver.shtml /s/ Jeffrey W. Bullock
Jeffrey W. Bullock, Secretary of State
AUTHENTICATION: 8620324

DATE: 03–14–11

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 09/11/2001

010450762 – 3435046

Certificate of Formation
of
Ville Platte Medical Center, LLC

     The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

     FIRST: The name of the limited liability company is Ville Platte Medical Center, LLC (the “Company”).

     SECOND: The address of the registered office and the name and address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of September 11, 2001.

By:	/s/ William F. Carpenter III
	William F. Carpenter III
	Authorized Person

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:00 AM 01/22/2002

020040861 – 3435046

CERTIFICATE OF AMENDMENT

OF

Ville Platte Medical Center, LLC

     1. The name of the limited liability company is Ville Platte Medical Center, LLC

     2. The Certificate of Formation of the limited liability company is hereby amended as follows;

     The name and address of the registered agent is The Corporation Trust Company Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

          IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Ville Platte Medical Center, LLC this 15^th day of January, 2002.

Ville Platte Medical Center, LLC

/s/ William F. Carpenter III

William F. Carpenter III

Manager

Title

               State of Delaware

               Secretary of State

     Division of Corporations

Delivered 04:23 PM 03/26/2010

     FILED 04:23 PM 03/26/2010

SRV 100323776 – 3435046 FILE

CERTIFICATE OF MERGER
OF
PHC-EUNICE, INC.
AND
VILLE PLATTE MEDICAL CENTER, LLC

     This Certificate of Merger (“Certificate”) of PHC-Eunice, Inc., a Louisiana corporation (“Constituent Entity”), and Ville Platte Medical Center, LLC, a Delaware limited liability company authorized to do business in the State of Louisiana (“Surviving Entity”), is made pursuant to Louisiana Revised Statute Section 12:112.F.l. and Delaware Limited Liability Company Act Section 18-209(c) and memorializes the terms of the Agreement of Merger (the “Merger Agreement”) between the Constituent Entity and the Surviving Entity.

     1. The name and jurisdiction of formation of the Constituent Entity is PHC-Eunice, Inc., a corporation organized and existing under the laws of the State of Louisiana. The name and jurisdiction of the Surviving Entity is Ville Platte Medical Center, LLC, a limited liability company organized and existing under the laws of the State of Delaware.

     2. The Merger Agreement has been approved by the sole shareholder and the Board of Directors of the Constituent Entity and the sole member of the Surviving Entity, and executed by the President of the Constituent Entity and by the Secretary of the Surviving Entity.

     3. The name of the Surviving Entity shall be Ville Platte Medical Center, LLC.

     4. The Constituent Entity and the Surviving Entity acknowledge and agree that the Certificate of Formation of the Surviving Entity is not altered or otherwise affected by virtue of the merger and will continue to be the Certificate of Formation of the Surviving Entity.

     5. The effective date and time of the merger shall be 12:00:01 am on April 1, 2010.

     6. The Merger Agreement is on file at the principal office of the Surviving Entity located at 103 Powell Court, Suite 200, Brentwood, Tennessee 37027.

     7. A copy of the Merger Agreement shall be furnished by the Surviving Entity, on request and without cost, to any shareholder or member of either the Constituent Entity or the Surviving Entity, respectively,

     IN WITNESS WHEREOF, the Secretary of the Surviving Entity and the President of the Constituent Entity hereby sign this Agreement on the 14th day of March, 2010.

CONSTITUENT ENTITY:		SURVIVING ENTITY:
PHC-EUNICE, INC.		VILLE PLATTE MEDICAL CENTER, LLC
By: Name:	/s/ Michael B. Clark Michael B. Clark	By: Name:	/s/ Mary Kim E. Shipp Mary Kim E. Shipp
Title:	President	Title:	Secretary

EX-3.394

Exhibit 3.394

Limited Liability Company Agreement
of
Ville Platte Medical Center, LLC

     This Limited Liability Company Agreement of Ville Platte Medical Center, LLC, effective as of September 11, 2001 (this “Agreement”) is entered into by LifePoint Holdings 2, LLC, as the sole member (the “Member”).

     WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

     WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto;

     NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

     1. Name. The name of the limited liability company shall be Ville Platte Medical Center, LLC (the “Company”).

     2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

     3. Registered Office. The address of the registered office of the Company in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

     4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

     5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

     The Member shall not be required to make any additional contributions

of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

     6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

Kenneth C. Donahey	Chairman, Chief Executive Officer and President
William F. Carpenter III	Senior Vice President, General Counsel and Secretary
Daniel S. Slipkovich	Division President
William M. Gracey	Division President
Jone Law Koford	Division President
Roberto G. Pantoja	Vice President and Controller
William E. Hoffman, Jr.	Vice President

     The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

     7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

     8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

     9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

     10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

     11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

     12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a

counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

     13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

     14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

     15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

     16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

     17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

     IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of September 11, 2001.

LifePoint Holdings 2, LLC
By:	/s/ William F. Carpenter III William F. Carpenter III
	Secretary

EX-3.395

Exhibit 3.395

PAGE 1

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “VILLE PLATTE PHYSICIAN PRACTICES, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE SECOND DAY OF MARCH, A.D. 2007, AT 6:57 O’CLOCK P.M.

     CERTIFICATE OF MERGER, FILED THE SIXTEENTH DAY OF APRIL, A.D. 2010, AT 11:51 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “VILLE PLATTE PHYSICIAN PRACTICES, LLC”.

4310746 8100H

 110293088
You may verify this certificate online
at corp.delaware.gov/authver.shtml /s/ Jeffrey W. Bullock Jeffrey W. Bullock, Secretary of State
AUTHENTICATION: 8620330

DATE: 03-14-11

State of Delaware

Secretary of State

Division of Corporations

Delivered 09:48 PM 03/02/2007

FILED 06:57 PM 03/02/2007

SRV 070275514 – 4310746 FILE

Certificate of Formation
of
Ville Platte Physician Practices, LLC

     The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

     FIRST: The name of the limited liability company is Ville Platte Physician Practices, LLC (the “Company”).

     SECOND: The address of the registered office and the name and address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of February 28, 2007.

By:	/s/ Mary Kim E. Shipp Mary Kim E. Shipp
	Authorized Person

State of Delaware

Secretary of State

Division of Corporations

Delivered 11:53 AM 04/16/2010

FILED 11:51 AM 04/16/2010

SRV 100391779 – 4310746 FILE

CERTIFICATE OF MERGER
OF
ACADIAN PHYSICIAN PRACTICES, LLC
INTO
VILLE PLATTE PHYSICIAN PRACTICES, LLC

     Pursuant to Delaware Limited Liability Act, Title 6, Section 18-209, the undersigned limited liability company executed the following Certificate of Merger:

FIRST: The name of the surviving limited liability company is Ville Platte Physician Practices, LLC and the name of the limited liability company being merged into this surviving limited liability company is Acadian Physician Practices, LLC.

SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by each of the constituent liability companies.

THIRD: The name of the surviving limited liability company is Ville Platte Physician Practices, LLC.

FOURTH: The merger is to become effective on April 16, 2010.

FIFTH: The Agreement of Merger is on file at 103 Powell Court, Suite 200, Brentwood, Tennessee 37027, the place of business of the surviving limited liability company.

SIXTH: A copy of the Agreement of Merger will be furnished by the surviving limited liability company on request, without cost, to any member of the constituent limited liability companies.

     IN WITNESS WHEREOF, the Surviving Entity has caused this certificate to be signed by an authorized person, on the 16^th day of April, 2010.

By:	/s/ Mary Kim E. Shipp Authorized Person
Name:	Mary Kim E. Shipp
Title:	Secretary/Manager

EX-3.396

Exhibit 3.396

Limited Liability Company Agreement
of
Ville Platte Physician Practices, LLC

     This Limited Liability Company Agreement of Ville Platte Physician Practices, LLC, effective as of March 2, 2007 (this “Agreement”) is entered into by LifePoint Holdings 2, LLC, as the sole member (the “Member”).

     WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

     WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto;

     NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

     1. Name. The name of the limited liability company shall be Ville Platte Physician Practices, LLC (the “Company”).

     2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

     3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801.

     4. Registered Agent The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

     5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

     The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

     6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

Jess N. Judy, President
Michael J. Culotta, Chief Financial Officer
William M. Gracey, Chief Operations Officer
Paul D. Gilbert, Senior Vice President
R. Scott Raplee, Senior Vice President
Gary D. Willis, Senior Vice President
Steve W. Frantz, Vice President
W. Vail Willis, Vice President
Christopher J. Monte, Vice President
Mary Kim E. Shipp, Secretary

     The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

     7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

     8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

     9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

     10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

     11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

     12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

     13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

     14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

     15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

     16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

     17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

     IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of March 2, 2007.

LifePoint Holdings 2, LLC
By:	/s/ Mary Kim E. Shipp Mary Kim E. Shipp
	Secretary

EX-3.397

Exhibit 3.397

FILED

FEB 21, 1996

IN THE OFFICE OF

SECRETARY OF STATE

WEST VIRGINIA

ARTICLES OF INCORPORATION

OF

WEST VIRGINIA MANAGEMENT SERVICES ORGANIZATION, INC.

     The undersigned being a natural person of full age, does hereby act as incorporator in adopting the following articles of incorporation for the purpose of organizing a business corporation pursuant to the provisions of the West Virginia Corporation Act.

     FIRST: The name of the corporation (hereinafter called the corporation) is

WEST VIRGINIA MANAGEMENT SERVICES ORGANIZATION, INC.

     SECOND: The duration of the corporation shall be perpetual.

     THIRD: The purposes for which the corporation is organized, which shall include the authority to transact all lawful business for which business corporations may be incorporated under the provisions of the West Virginia Corporation Act, are as follows:

     To carry on a general mercantile, industrial, investing, and trading business in all its branches; to devise, invent, manufacture, fabricate, assemble, install, service, maintain, alter, buy, sell, import, export, license as licensor or licensee, lease as lessor or lessee, distribute, job, enter into, negotiate, execute., acquire, and assign contracts in respect of acquire, receive, grant, and assign licensing arrangements, options, franchises, and other rights in respect of, and generally deal in and with, at wholesale and retail, as principal, and as sales, business, special, or general agent, representative, broker, factor, merchant, distributor. jobber, advisor, and in any other lawful capacity, goods, wares, merchandise, commodities, and unimproved, improved, finished, processed, land other real, personal, and mixed property of any and all kinds, together with the components, resultants, and by-products thereof; to acquire by purchase or otherwise own, hold, lease, mortgage, sell, or otherwise dispose of, erect, construct, make, alter, enlarge, improve, and to aid or subscribe toward the construction, acquisition, or improvement of any factories, shops, storehouses, buildings, and commercial and retail establishments of every character, Including all equipment, fixtures, machinery, implements, and supplies necessary, or incidental to, or connected with, any of the purposes or business of the corporation; and generally to perform any and all acts connected therewith or arising therefrom or incidental thereto, and all acts proper or necessary for the purpose of the business.

     To engage generally in the real estate business as principal, agent, broker, and in any lawful capacity, and generally to take, lease, purchase, or otherwise acquire, and to own, use hold, sell, convey, exchange, lease, mortgage, work, clear, improve, develop, divide, and otherwise handle, manage, operate, deal in, and dispose of real estate, real property, lands, multiple-dwelling structures, houses, buildings, and other works and any interest or right therein;

to take, lease, purchase, or otherwise acquire, and to own, use, hold, sell, convey, exchange, hire, lease, pledge, mortgage, and otherwise handle, and deal in and dispose of, as principal, agent, broker, and in any lawful capacity, such personal notes, bonds, mortgages, and securities as may lawfully be acquired, held, or disposed of; and to acquire, purchase, sell, assign, transfer, dispose of, and generally deal in and with, as principal, agent, broker, end in any lawful capacity mortgages and other interests in real, personal, and mixed properties; to carry on a general construction, contracting, building, and realty management business as principal, agent, representative, contractor, subcontractor, an in any other lawful capacity.

     To apply for, register, obtain, purchase, lease, take licenses in respect of, or otherwise acquire, and to hold, own, use, operate, develop, enjoy, turn to account, grant licenses and immunities in respect of, manufacture under and to introduce, sell assign, mortgage, pledge, or otherwise dispose of, and, in any manner deal with and contract with reference to:

          (a) inventions, devices, formulae, processes, and any improvements and modifications thereof;

          (b) letters patent, patent rights, patented processes, copyrights, designs, and similar rights, trade-marks, trade symbols, and other indications of origin and ownership granted by or recognized under the laws of the United States of America or of any state or subdivision thereof, or of any foreign country or subdivision thereof, and all rights connected therewith or appertaining thereunto;

          (c) franchises, licenses, grants, and concessions.

     To have, in furtherance of the corporate purposes, all of the powers conferred upon business corporations organized under the West Virginia Corporation Act.

FOURTH: The address of the principal office of the corporation in the State of West Virginia is as follows:

1600 Laidley Tower
City of Charleston, 25301
County of Kanawha

     The name and the address of the person hereby appointed by the corporation to receive notice of process served upon the Secretary of State of the State of West Virginia, or service of which is accepted by said Secretary of State, are as follows:

NAME	ADDRESS
The Prentice-Hall Corporation System, Inc.	1600 Laidley Tower
	Charleston, WV 25301

     FIFTH: The number of initial board of Directors of the corporation is three (3),

     The name and address of each of the persons who are to serve as members of the initial Board of Directors of the corporation are as follows:

NAME	ADDRESS
Stephen T. Braun	One Park Plaza
	Nashville, TN 37203
David C. Colby	One Park Plaza
	Nashville, TN 37203
Richard A. Schweinhart	One Park Plaza
	Nashville, TN 37203

     SIXTH: The name and the address of the incorporator are as follows:

Ashley Parish	One Park Plaza
	Nashville,.TN 37203

     SEVENTH: The aggregate number of shares which the corporation shall have authority to issue is 1,000 (One Thousand), all of which are of a par value of $ l.00 dollars each and are of the same class and are to be Common shares.

     EIGHTH: No holder of any of the shares of any class of the corporation shall be entitled as of right to subscribe for, purchase, or otherwise acquire any shares of any class of the corporation which the corporation proposes to issue or any rights or options which the corporation proposes to grant for the purchase of shares of any class of the corporation or for the purchase of any shares, bonds, securities, or obligations of the corporation which are convertible into or exchangeable for, or which carry any rights, to subscribe for, purchase, or otherwise acquire shares of any class of the corporation; and any and all of such shares, bonds, securities, or obligations of the corporation, whether now or hereafter authorized or created, may be issued, or may be reissued or transferred if the same have been reacquired and have treasury status, and any and all of such rights and options may be granted by the Board of Directors to such person, firms, corporations, and associations, and for such lawful consideration, and on such terms, as the Board of Directors in its discretion may determine, without first offering the same, or any thereof, to any said holder.

     NINTH: 1. In lieu of setting forth provisions in these Articles of Incorporation in respect of restrictions on the transfer of shares of the corporation, such provisions may be set forth in the Bylaws of the corporation or in a written agreement or written agreements of the parties involved.

                    2. Whenever the corporation shall be engaged in the business of exploiting natural resources, dividends may be declared and paid in cash out of the depletion reserves at the discretion of the Board of Directors an in conformity with the provisions of the

West Virginia Corporation Act.

          3. The Board of Directors of corporation may, from time to time, and in conformity with the provisions of the West Virginia Corporation Act, distribute to its shareholders out of capital surplus of the corporation a portion of its assets in cash or property.

          4. The corporation may purchase its own shares from unreserved and unrestricted capital surplus available therefor in conformity with the provisions of the West Virginia Corporation Act.

          5. The corporation shall, to the fullest extent permitted by Section 31-1-9 of the West Virginia Corporation Act, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expense, liabilities, or other matters referred to or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his official capacity, and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

TENTH: The name and the address of the person who, or the firm which, prepared these Articles of Incorporation are as follows:

Columbia/HCA Healthcare Corporation
Ashley Parish Paralegal
One Park Plaza
Nashville, TN 37203

Executed on February 16th, 1996

/s/ Ashley Parish Ashley Parish

Incorporator

STATE OF TENNESSEE    )
COUNTY OF DAVIDSON) SS.:
                                               )

          I, the undersigned, a Notary Public in and for the State and County aforesaid, do hereby certify that Ashley Parish, whose name is signed to the foregoing Articles, bearing date

on the day of February 16th, 1996, this day personally appeared before me in the State and County aforesaid and duly acknowledged to me her signature to the same.

          Given under my hand and the official seal this day of February 19th, 1996.

/s/ [ILLEGIBLE] Notary Public

Commission expires:11.22.97

Initial Appointment of Agent
To Receive Notice or Process

of

West Virginia Management Services Organization, Inc.

          Pursuant to the provisions of Section 31 - 1 - 15 and 31 - 1 - 27 of the West Virginia Corporation Act, the undersigned, being the incorporator named in the proposed Articles of Incorporation of West Virginia Management Services Organization, Inc., a corporation about to be organized under the provisions of the West Virginia Corporation Act, does hereby appoint The Prentice-Hall Corporation System, Inc., 1600 Laidley Tower, Charleston, West Virginia 25301 at the initial agent of said corporation to receive notice or process served upon or service of which is accepted by the Secretory of State of the State of West Virginia.

Signed on February 16th, 1996.

/s/ Ashley Parish Ashley Parish, Incorporator

EX-3.398

Exhibit 3.398

Adopted December 17, 2002

BY-LAWS
OF
WEST VIRGINIA MANAGEMENT SERVICES ORGANIZATION, INC.

ARTICLE I

OFFICES

     The principal office of the Corporation shall be designated from time to time by the Board of Directors. The Corporation may have offices in addition to its principal place of business as the business of the Corporation may require from time to time.

     The registered office of the Corporation may be, but need not be, identical with the principal office and the address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE II

SHAREHOLDERS

     SECTION 1. MEETINGS. The annual meeting of shareholders shall be as designated by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the election of directors shall not be held on the day designated for any annual meeting, or at any adjournment thereof, the election shall be held at a special meeting of the shareholders to be held as soon thereafter as may be convenient. Special meetings of the shareholders may be called by the President, by a majority of the members of the Board of Directors or by the holders of not less than one-fifth of all the outstanding shares of the Corporation.

     SECTION 2. PLACE OF MEETING. The annual meeting, or any special meeting called by the Board of Directors, shall be held in Nashville, Tennessee, unless otherwise designated by them. A waiver of notice, signed by all shareholders, may designate any place as the place for the holding of such meeting.

     SECTION 3. NOTICE OF MEETINGS. Written or printed notice stating the place, day and hour of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than forty (40) days before the date of the meeting, either personally or by mail, by or at the direction of the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail. Notice of a meeting, either annual or special, called for the purpose of electing directors shall be delivered not less than twenty (20) days before the date of the meeting. Any shareholder may waive notice of any meeting. The attendance of a shareholder at any meeting shall constitute a waiver of notice of such meeting, except where a shareholder attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

     SECTION 4. MEETING OF ALL SHAREHOLDERS. If all of the shareholders shall meet at any time and place and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.

     SECTION 5. QUORUM. A majority of the outstanding shares of the Corporation, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders; provided, that if less than a majority of the outstanding shares are represented at said meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice.

     SECTION 6. PROXIES. At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy, and such proxy may be withdrawn at any time.

     SECTION 7. VOTING OF SHARES. Subject to the provisions herein, each outstanding share of common stock shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the By-laws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such corporation may determine. In all elections of directors, every shareholder shall have the right to vote, in person or by proxy, the number of shares owned by said shareholder, for as many persons as there are directors to be elected. All voting shall be on a non-cumulative basis, unless otherwise stated in the Articles of Incorporation or except as required by applicable state law.

     SECTION 8. INFORMAL ACTION BY SHAREHOLDERS. Any action required to be taken at a meeting of the shareholders may be taken without a meeting without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the shareholders having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shareholders entitled to vote thereon were present and voted with respect to the subject matter thereof.

ARTICLE III

DIRECTORS

     SECTION 1. GENERAL POWERS. The business and affairs of the Corporation shall be managed by its Board of Directors. The Board of Directors may from time to time appoint such standing or special committees as it may deem for the best interest of the Corporation, but no such committee shall have any powers, except such as are expressly conferred upon it by the Board of Directors.

     SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors of the Corporation shall be not less than one (1) nor more than ten (10), but may be increased or decreased by amendment of this by-law by the shareholders. Each director shall hold office for the term of which he is elected or until his successor shall have been elected and qualifies for the office, whichever period is longer. Directors need not be residents of the state of

2

incorporation nor need they be shareholders of the Corporation. Any vacancy occurring in the Board of Directors or in a directorship to be filled by reason of an increase in the number of directors, may be filled by election at an annual meeting or at a special meeting of shareholders called for that purpose. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any director may resign at any time by giving written notice of such resignation to the Board of Directors or the President. Any such resignation shall take effect at the time specified therein or, if no time is specified, upon receipt thereof by the Board of Directors or the President.

     SECTION 3. REMOVAL OF DIRECTORS. At any duly called special meeting of the shareholders, any director or directors may, by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote for the election of directors, be removed from office, either with or without cause. At such meeting a successor or successors may be elected by a majority of the votes cast.

     SECTION 4. MEETINGS. A regular meeting of the Board of Directors shall be held without other notice than this By-law, immediately after, and at the same place, as the annual meeting of shareholders. Additional regular meetings of the Board of Directors may be held at any time and place designated by them. Special meetings of the Board of Directors may be called by or at the request of the President or a majority of the directors. Directors may participate in meetings by conference telephone or similar communications equipment. Whenever the laws of the state of incorporation authorize or permit directors to act other than at a meeting including but not limited to acting through unanimous written consents, then such actions shall be as effective as if taken by the directors at a meeting.

     SECTION 5. NOTICE. Notice of any special meeting shall be given previously thereto by written notice delivered by messenger, mail, facsimile or other electronic means. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail. If notice be given by facsimile or other electronic means, such notice shall be deemed to be delivered when the facsimile or other electronic communication is transmitted and confirmed. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

     SECTION 6. QUORUM. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided, that if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

     SECTION 7. MANNER OF ACTING. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

     SECTION 8. COMPENSATION. Directors, as such, shall not receive any stated salaries for their services, but by resolution of the Board of Directors, a fixed sum and expenses of attendance may be allowed for attendance at meetings; provided that nothing herein contained shall

3

be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

     SECTION 9. DELEGATION OF DUTIES TO CLINICAL BOARDS. The Board of Directors of the Corporation (in certain cases acting as the general partner of a limited partnership (the “Partnership”)) serves as the governing body of any and all of the hospital(s) and/or surgery center(s), as the case may be (“Facility”), owned by the Corporation and/or Partnership and retains ultimate responsibility for the Facility’s compliance with all applicable federal, state, and local laws and regulations. The Board of Directors has delegated certain duties to its officers and to the Board of Trustees of the hospital(s) and/or the Board of Governors of the surgery center(s) (the Board(s) of Trustees and the Board(s) of Governors are individually and collectively hereinafter referred to as the “Clinical Board”). The rights and duties delegated to the Clinical Board, acting in its capacity as the authorized agent of the governing body, are described in the By-laws of the Clinical Board.

     The Board of Directors has delegated to the Chief Executive Officer of the Corporation, in accordance with these by-laws, the authority to appoint the Clinical Board. The Board of Directors has delegated to its officers, in accordance with these by-laws, the authority to select the CEO and/or Administrator of the facility based upon his education and experience. The officers, in turn, have appointed the CEO and/or Administrator to manage the day-to-day business affairs and administration of the Facility. The CEO and/or Administrator reports to the Board of Directors, while maintaining continuing communication with the Clinical Board and Medical Staff.

     The Board of Directors has appointed the Clinical Board to assist and advise the CEO and/or Administrator, the Board of Directors, and the Medical Staff. The primary function of the Clinical Board shall be to assure that the Facility and its Medical Staff provide quality medical care that meets the needs of the community. For this purpose, the Board of Directors has delegated to the Clinical Board the authority to receive and evaluate periodic reports from the Medical Staff and its officers, to make decisions regarding Medical Staff appointment and Clinical Privileges, to oversee performance improvement, utilization review, and similar matters regarding the provision of quality patient care at the Facility, and to establish polices regarding such matters.

     The Board of Directors, through its officers and the CEO and/or Administrator, retains authority for the Facility’s business decisions, including long-range and short-range planning and budgeting, but may request the advice of the Clinical Board on such matters. The Board of Directors expressly reserves the right to amend, modify, rescind, clarify, or terminate at any time and without notice any delegation of authority given to the Clinical Board and, if deemed necessary by the Board of Directors, to overrule decisions made by the Clinical Board.

ARTICLE IV

OFFICERS

     SECTION 1. CLASSES. The officers of the Corporation shall be a President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the Board of Directors, an Executive Vice President, one or more Senior Vice Presidents, one or more other Vice Presidents, one or more Assistant Treasurers, one or more Assistant Secretaries, and such other officers as may be elected or appointed in accordance with the provisions of this article. Additional officers and duties may be added by amendment to this article by the shareholders.

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     SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Corporation shall be elected by the Board of Directors at the first meeting of the Board of Directors and at subsequent meetings of the Board of Directors held from time to time. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interest of the Corporation would be served thereby. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term.

     SECTION 3. PRESIDENT. The President shall be the Chief Executive Officer of the Corporation. Subject to the direction of the Board of Directors, he shall have general charge of the business affairs and property of the Corporation and general supervision over its officers and agents. He shall preside at all meetings of shareholders and he shall see that all orders and resolutions of the Board of Directors are carried into effect. He may sign duly authorized certificates of stock of the Corporation (the signature to which may be a facsimile signature), and may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts, agreements or other instruments duly authorized by the Board of Directors except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent. From time to time, he shall report to the Board of Directors all matters within his knowledge which the interests of the Corporation may require to be brought to their attention. He shall also perform such other duties as are given to him by these By-laws or as from time to time may be assigned to him by the Board of Directors.

     SECTION 4. VICE PRESIDENTS. The Vice Presidents shall perform such duties as are given to them by these By-laws or as from time to time may be assigned to them by the Board of Directors or the President, and, in the order of their seniority, or in any other order as the Board of Directors may from time to time determine, shall, in the absence of the President, have all the powers of and be subject to all restrictions upon the President, and may sign, if so authorized, in the name of the Corporation, deeds, mortgages, bonds and other instruments.

     SECTION 5. SECRETARY. The Secretary shall: (a) record all the proceedings of the meetings of the shareholders, the Board of Directors, and any committees in a book or books to be kept for that purpose; (b) cause all notices to be duly given in accordance with the provisions of these By-laws and as required by applicable law; (c) whenever any committee shall be appointed in pursuance of a resolution of the Board of Directors, furnish the Chairman of such committee with a copy of such resolution; (d) be custodian of the records and of the seal of the Corporation, and cause such seal to be affixed to all certificates representing stock of the Corporation prior to the issuance thereof and to all instruments the execution of which on behalf of the Corporation under its seal shall have been duly authorized; (e) see that the lists, books, reports, statements, certificates and other documents and records required by statute are properly kept and filed; (f) have charge of the stock and transfer books of the Corporation and exhibit such stock book at all reasonable times to such persons as are entitled by statute to have access thereto; (g) sign certificates representing stock of the Corporation the issuance of which shall have been duly authorized (the signature to which may be a facsimile signature); and (h) in general, perform all duties incident to the office of the Secretary and

5

such other duties as are given to him by these By-laws or as from time to time may be assigned to him by the Board of Directors or the President.

     SECTION 6. ASSISTANT SECRETARY. At the request of the Secretary or in his absence or disability, the Assistant Secretary designated by him (or in the absence of such designation, the Assistant Secretary designated by the Board of Directors or the President) shall perform all the duties of the Secretary, and, when so acting, shall have all the powers of and be subject to all restrictions upon the Secretary.

     SECTION 7. TREASURER. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. He shall: (a) have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies, or other depositaries as shall be selected in accordance with the provisions of Article V of these By-laws; (b) in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors or the President.

     SECTION 8. ASSISTANT TREASURER. At the request of the Treasurer or in his absence or disability, the Assistant Treasurer designated by him (or in the absence of such designation, the Assistant Treasurer designated by the Board of Directors or the President) shall perform all the duties of the Treasurer, and, when so acting, shall have all the powers of and be subject to all restrictions upon the Treasurer.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

     SECTION 1. CONTRACTS. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instruments in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances.

     SECTION 2. LOANS. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

     SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents, of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

     SECTION 4. DEPOSITS. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositaries as the Board of Directors may select.

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ARTICLE VI

CERTIFICATES FOR SHARES AND THEIR TRANSFER

     Certificates representing shares of the Corporation shall be in such form as may be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary and shall be sealed with the seal of the Corporation. All certificates for shares shall be consecutively numbered. The name of the person owning the shares represented thereby with the number of shares and date of issue shall be entered on the books of the Corporation. All certificates surrendered to the Corporation for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in case of a lost, destroyed or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the Corporation as the Board of Directors may prescribe. Transfers of shares of the Corporation shall be made only on the books of the Corporation by the registered holder thereof or by his authorized attorney and on surrender for cancellation of the certificate for such shares.

ARTICLE VII

FISCAL YEAR

     The fiscal year of the Corporation shall begin on the 1st day of January and end on the 31st day of December of each year, but may be changed by resolution of the Board of Directors.

ARTICLE VIII

DIVIDENDS

     The Board of Directors may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

ARTICLE IX

SEAL

     The Board of Directors may provide a corporate seal in such form as the Board of Directors may prescribe.

ARTICLE X

WAIVER OF NOTICE

     Whenever any notice whatsoever is required to be given under the provisions of these By-laws, or under the provisions of the Articles of Incorporation, or under the provisions of the applicable statutes, waiver thereof in writing, signed by the person, or persons, entitled to such notice whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

7

ARTICLE XI

INDEMNIFICATION OF OFFICERS AND DIRECTORS

     The Corporation shall indemnify its officers and directors against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of occurrence of the claims or causes of action in such suits, made or brought against them as officers or directors of the Corporation, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification shall extend to the payment of judgments against such officers and directors and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the Corporation or amounts paid in settlement to the Corporation. Such indemnification shall also extend to the payment of counsel fees and expenses of such officers and directors in suits against them where successfully defended by them or where unsuccessfully defended, if there is no finding or judgment that the claim or action arose from the gross negligence or willful misconduct of such officers or directors. Such right of indemnification shall not be exclusive of any right to which such officer or director may be entitled as a matter of law and shall extend and apply to the estates of such deceased officers or directors.

ARTICLE XII

AMENDMENTS

     The shareholders may alter, amend or rescind the By-laws at any annual or special meeting of shareholders at which a quorum is present, by the vote of a majority of the stock represented at such meeting, provided that the notice of such meeting shall have included notice of such proposed amendment. The Board of Directors shall have the power and authority to alter, amend or rescind By-laws of the Corporation at any regular or special meeting at which a quorum is present by the vote of a majority of the entire Board of Directors, subject always to the power of the shareholders to change such action of the directors.

8

EX-3.399

Exhibit 3.399

PAGE 1

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “WESTERN PLAINS PHYSICIAN PRACTICES, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE FIFTH DAY OF JANUARY, A.D. 2007, AT 8:19 O’CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “WESTERN PLAINS PHYSICIAN PRACTICES, LLC”.

4280484 8100H

110293105



You may verify this certificate online
at corp.delaware.gov/authver.shtml /s/ Jeffrey W. Bullock          Jeffrey W. Bullock, Secretary of State



AUTHENTICATION: 8620336

              DATE: 03-14-11

State of Delaware

Secretary of State

Division of Corporations

Delivered 09:59 PM 01/05/2007

FILED 08:19 PM 01/05/2007

SRV 070017556 – 4280484 FILE

Certificate of Formation
of
Western Plains Physician Practices, LLC

     The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

     FIRST: The name of the limited liability company is Western Plains Physician Practices, LLC (the “Company”).

     SECOND: The address of the registered office and the name and address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of January 5, 2007.

By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Authorized Person

EX-3.400

Exhibit 3.400

Limited Liability Company Agreement
of
Western Plains Physician Practices, LLC

          This Limited Liability Company Agreement of Western Plains Physician Practices, LLC, effective as of January 8, 2007 (this “Agreement”) is entered into by Dodge City Healthcare Group, LP, as the sole member (the “Member”).

          WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

          WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto;

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

          1. Name. The name of the limited liability company shall be Western Plains Physician Practices, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801.

          4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

Thomas M. Weiss, President
Michael J. Culotta, Chief Financial Officer
William M. Gracey, Chief Operating Officer
Paul D. Gilbert, Senior Vice President
R. Scott Raplee, Senior Vice President
Gary D. Willis, Senior Vice President
Thomas H. Butler, Jr., Vice President
W. Vail Willis, Vice President
Christopher J. Monte, Vice President
Mary Kim E. Shipp, Secretary

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

          15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

          17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

          IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of January 8, 2007.

Dodge City Healthcare Group, LP
By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Secretary

EX-3.401

Exhibit 3.401

PAGE 1

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “WESTERN PLAINS REGIONAL HOSPITAL, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE NINETEENTH DAY OF NOVEMBER, A.D. 1998, AT 9 O’CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “WESTERN PLAINS REGIONAL HOSPITAL, LLC”.

2969160    8100H

110293114

You may verify this certificate online
at corp.delaware.gov/authver.shtml

/s/ Jeffrey W. Bullock

Jeffrey W. Bullock, Secretary of State

AUTHENTICATION: 8620339

DATE: 03-14-11

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 11/19/1998
981447661 – 2969160

CERTIFICATE OF FORMATION
OF
WESTERN PLAINS REGIONAL HOSPITAL, LLC

Under Section 18-201 of the
Delaware Limited Liability Company Act

          FIRST: The name of the limited liability company is Western Plains Regional Hospital, LLC (the “Company”).

          SECOND; The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

          THIRD: The name and address of the Company’s registered agent for service of process is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

          IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of November 19, 1998.

By	/s/ John M. Franck II Name: John M. Franck II
	Title: Authorized Person

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:00 AM 01/22/2002
020040867 – 2969160

CERTIFICATE OF AMENDMENT

OF

Western Plains Regional Hospital, LLC

     1. The name of the limited liability company is Western Plains Regional Hospital, LLC

     2. The Certificate of Formation of the limited liability company is hereby amended as follows:

The name and address of the registered agent is The Corporation Trust Company Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Western Plains Regional Hospital, LLC this 15 day of January, 2002.

Western Plains Regional Hospital, LLC

/s/ William F. Carpenter III William F. Carpenter III  

Manager

Title

EX-3.402

Exhibit 3.402

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
WESTERN PLAINS REGIONAL HOSPITAL, LLC

          This Amended and Restated Limited Liability Company Agreement of Western Plains Regional Hospital, LLC, is entered into by Healthtrust, Inc. — The Hospital Company, as the sole member (the “Member”).

          WHEREAS, the Member desires to amend and restate the Limited Liability Company Agreement of Western Plains Regional Hospital, LLC, effective as of November 19, 1998.

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby agrees as follows:

          1. Name. The name of the limited liability company shall be Western Plains Regional Hospital, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”) and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

          4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware.

The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

James M. Fleetwood, Jr.	President and Secretary
Scott L. Mercy	Chief Executive Officer
John M. Franck II	Vice President
Ronald Lee Grubbs, Jr.	Vice President
R. Milton Johnson	Vice President

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

2

          15. Certificate(s) of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

******

3

          IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Limited Liability Company Agreement on the 29^th day of April, 1999.

HEALTHTRUST, INC. — THE HOSPITAL      COMPANY
By:	/s/ John M. Franck II
	John M. Franck II
	Vice President

4

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), Healthtrust, Inc. — The Hospital Company (“Healthtrust”) assigned, transferred and conveyed its 100% limited liability company interest in Western Plains Regional Hospital, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals, Inc. (“LifePoint Inc.”), whereupon LifePoint Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Healthtrust as the sole member (the “Member”) shall be deemed to be references to LifePoint Inc. as the Member.

     IN WITNESS WHEREOF, LifePoint Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS, INC.
By:	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals, Inc. (“LifePoint Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in Western Plains Regional Hospital, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals Holdings, Inc. (“Holdings Inc.”), whereupon Holdings Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to LifePoint Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings Inc. as the Member.

     IN WITNESS WHEREOF, Holdings Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS HOLDINGS, INC.
By:	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals Holdings, Inc. (“Holdings Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in Western Plains Regional Hospital, LLC, a Delaware limited liability company (“LLC”), to LifePoint Holdings 2, LLC (“Holdings 2”), whereupon Holdings 2 became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Holdings Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings 2 as the Member.

     IN WITNESS WHEREOF, Holdings 2 has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOLDINGS 2, LLC
By:	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Holdings 2, LLC (“Holdings 2”) assigned, transferred and conveyed its 100% limited liability company interest in Western Plains Regional Hospital, LLC, a Delaware limited liability company (“LLC”), to LifePoint Holdings 3, Inc. (“Holdings 3”), whereupon Holdings 3 became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Holdings 2 as the sole member (the “Member”) shall be deemed to be references to Holdings 3 as the Member.

     IN WITNESS WHEREOF, Holdings 3 has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOLDINGS 3, INC.
By:	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

EX-3.403

Exhibit 3.403

PAGE 1

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “WOODFORD HOSPITAL, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE SIXTEENTH DAY OF AUGUST, A.D. 2000, AT 9 O’CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “WOODFORD HOSPITAL, LLC”.

		/s/ Jeffrey W. Bullock
		Jeffrey W. Bullock, Secretary of State
3275392     8100H		AUTHENTICATION:	8620343
110293124		DATE:	03-14-11
You may verify this certificate online at corp.delaware.gov/authver.shtml

STATE OF DELAWARE
SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 08/16/2000

001415392 – 3275392

Certificate Of Formation
of
Woodford Hospital, LLC

     The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

     FIRST: The name of the limited liability company is Woodford Hospital, LLC (the “Company”).

     SECOND: The address of the registered office and the name and address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of August 16, 2000.

By:	/s/ James M. Fleetwood
	James M. Fleetwood, Jr.
	Authorized Person

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:00 AM 01/22/2002

020040877 – 3275392

CERTIFICATE OF AMENDMENT

OF

Woodford Hospital, LLC

     1. The name of the limited liability company is

          Woodford Hospital, LLC

     2. The Certificate of Formation of the limited liability company is hereby amended as follows:

The name and address of the registered agent is The Corporation Trust Company Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Woodford Hospital, LLC this 15 day of January, 2002.

Woodford Hospital, LLC

/s/ William F. Carpenter III

William F. Carpenter III

Manager

Title

EX-3.404

Exhibit 3.404

Limited Liability Company Agreement
of
Woodford Hospital, LLC

          This Limited Liability Company Agreement of Woodford Hospital, LLC, effective as of August 17, 2000 (this “Agreement”) is entered into by LifePoint of Kentucky, LLC, as the sole member (the “Member”).

          WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

          WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto;

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

          1. Name. The name of the limited liability company shall be Woodford Hospital, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

          4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

James M. Fleetwood, Jr.	Chairman, President and Chief Executive Officer
Kenneth C. Donahey	Senior Vice President and Chief Financial Officer
William F. Carpenter III	Senior Vice President, General Counsel and Secretary
Roberto G. Pantoja	Vice President and Controller

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a

counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

          15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

          17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

          IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of August 17, 2000.

LifePoint of Kentucky, LLC
By:	/s/ William F. Carpenter III
	William F. Carpenter III
	Secretary

EX-3.405

Exhibit 3.405

PAGE 1

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “WYOMING HOLDINGS, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE TWENTY-NINTH DAY OF DECEMBER, A. D. 2003, AT 9:49 O’CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “WYOMING HOLDINGS, LLC”.

		/s/ Jeffrey W. Bullock
		Jeffrey W. Bullock, Secretary of State
3745891     8100H		AUTHENTICATION:	8620351
110293130		DATE:	03-14-11
You may verify this certificate online at corp.delaware.gov/authver.shtml

Certificate of Formation
of
Wyoming Holdings, LLC

     The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

     FIRST: The name of the limited liability company is Wyoming Holdings, LLC (the “Company”).

     SECOND: The address of the registered office and the name and address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of December 29, 2003.

By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Authorized Person

State of Delaware
Secretary of State
Division of Corporations
Delivered 09:49 PM 12/29/2003
FILED 09:49 PM 12/29/2003
SRV 030840645 – 3745891 FILE

- 2 -

EX-3.406

Exhibit 3.406

Limited Liability Company Agreement
of
Wyoming Holdings, LLC

          This Limited Liability Company Agreement of Wyoming Holdings, LLC, effective as of December 29, 2003 (this “Agreement”) is entered into by Community Hospital of Andalusia, Inc., as the sole member (the “Member”).

          WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

          WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto;

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

          1. Name. The name of the limited liability company shall be Wyoming Holdings, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

          4. Registered Agent The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make

additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

William F. Carpenter III	President and Secretary
Michael J. Culotta	Senior Vice President and Chief Financial Officer
Gary D. Willis	Vice President
Kelvin M. Ault	Vice President
Mary Kim E. Shipp	Assistant Secretary

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to

the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

          15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

          17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

          IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of December 29, 2003.

Community Hospital of Andalusia, Inc.
By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Assistant Secretary

EX-3.407

Exhibit 3.407

PAGE 1

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “WYTHE COUNTY COMMUNITY HOSPITAL, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE SEVENTEENTH DAY OF NOVEMBER, A.D. 2004, AT 4:51 O’CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “WYTHE COUNTY COMMUNITY HOSPITAL, LLC”.

     3882975   8100H

     110293140

You may verify this certificate online
at corp.delaware.gov/authver.shtml      /s/ Jeffrey W. Bullock      
Jeffrey W. Bullock, Secretary of State

AUTHENTICATION:  8620354

                      DATE:  03-14-11

State of Delaware
Secretary of State
Division of Corporations
Delivered 05:17 PM 11/17/2004
FILED 04:51 PM 11/17/2004
SRV 040831014 – 3882975 FILE

CERTIFICATE OF FORMATION

OF

WYTHE COUNTY COMMUNITY HOSPITAL, LLC

     1. The name of the limited liability company is Wythe County Community Hospital, LLC.

     2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

     IN WITNESS WHEREOF, the undersigned have executed this Certificate of Formation of Wythe County Community Hospital, LLC this 17^th day of November, 2004.

/s/ Mary Kim E. Shipp  

Mary Kim E. Shipp 

Authorized Incorporator 

EX-3.408

Exhibit 3.408

Limited Liability Company Agreement
of
Wythe County Community Hospital, LLC

          This Limited Liability Company Agreement of Wythe County Community Hospital, LLC, effective as of November 17, 2004 (this “Agreement”) is entered into by LifePoint Holdings 2, LLC, as the sole member (the “Member”).

          WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

          WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto;

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

          1. Name. The name of the limited liability company shall be Wythe County Community Hospital, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

          4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

Thomas M. Weiss, President
William F. Carpenter III, Executive Vice President and Secretary
Michael J. Culotta, Chief Financial Officer
William M. Gracey, Chief Operations Officer
R. Scott Raplee, Senior Vice President
Mark B. Medley, Vice President
Gary D. Willis, Vice President
Kelvin M. Ault, Vice President
W. Vail Willis, Vice President
Mary Kim E. Shipp, Assistant Secretary

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

          15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

          17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

          IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of November 17, 2004.

LifePoint Holdings 2, LLC
By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Assistant Secretary

EX-3.409

Exhibit 3.409

PAGE 1

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “WYTHE COUNTY PHYSICIAN PRACTICES, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE TWENTY-EIGHTH DAY OF JULY, A.D. 2005, AT 1:45 O’CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “WYTHE COUNTY PHYSICIAN PRACTICES, LLC”.

     4007014    8100H

     110293150

You may verify this certificate online
at corp.delaware.gov/authver.shtml      /s/ Jeffrey W. Bullock     
Jeffrey W. Bullock, Secretary of State

AUTHENTICATION:  8620356

                       DATE:  03-14-11

Certificate of Formation
of
Wythe County Physician Practices, LLC

     The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

     FIRST: The name of the limited liability company is Wythe County Physician Practices, LLC (the “Company”).

     SECOND: The address of the registered office and the name and address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of July 27, 2005.

By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Authorized Person

State of Delaware
Secretary of State
Division of Corporations
Delivered 02:25 PM 07/28/2005
FILED 01:45 PM 07/28/2005
SRV 050623539 – 4007014 FILE

EX-3.410

Exhibit 3.410

Limited Liability Company Agreement
of
Wythe County Physician Practices, LLC

          This Limited Liability Company Agreement of Wythe County Physician Practices, LLC, effective as of July 28, 2005 (this “Agreement”) is entered into by LifePoint Holdings 2, LLC, as the sole member (the “Member”).

          WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

          WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto;

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

          1. Name. The name of the limited liability company shall be Wythe County Physician Practices, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801.

          4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1209 Orange Street, Wilmington, Delaware 19801.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make

additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

Thomas P. Pemberton II	President
William F. Carpenter III	Executive Vice President and Secretary
Michael J. Culotta	Chief Financial Officer
William M. Gracey	Chief Operations Officer
R. Scott Raplee	Senior Vice President
Robert Wampler	Vice President
Gary D. Willis	Vice President
W. Vail Willis	Vice President
Christopher J. Monte	Vice President
Mary Kim E. Shipp	Assistant Secretary

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be

admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

          15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

          17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

          IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of July 28, 2005.

LifePoint Holdings 2, LLC
By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Manager & Assistant Secretary

EX-3.411

Exhibit 3.411

by the provisions of chapter 31, Article I, Section 27 and 28 of the West Virginia Code, the Articles of Incorporation of ZONE, INCORPORATED conform to law and are filed in my office, I therefore declare the organiztion to tbe a corporation for the purposes set forth in its Articles, with the right of perpetual existence. Therefore, I hereby issue this CERTIFICATE OF INCORPORATION to which I have attached a duplicate original of the Articles of Incorporations.

FILED

MAY 23 1997

IN THE OFFICE OF

SECRETARY OF STATE

WEST VIRGINIA

ARTICLES OF INCORPORATION

     The undersigned, acting as incorporator of a corporation under Section 27, Article 1, Chapter 31 of the Code of West Virginia adopts the following Articles of Incorporation for such corporation, FILED IN DUPLICATE:

     I. The undersigned agrees to become a corporation by the name of Zone, Incorporated.

     II. The address of the principal office of said corporation will be located at Suite 700 One Valley Square, Charleston, West Virginia, 25301.

     III. The purpose or purposes for which this corporation is formed are as follows:

     To engage in the transaction of any or all lawful business for which corporations may be incorporated under Section 31, Article I, Chapter 31, of the Code of West Virginia; and to carry on any business not contrary to the laws of the State of West Virginia and to have and exercise all the rights and privileges conferred by the laws of the State of West Virginia upon corporations formed under such laws and to do any and all of the things herein above set forth to the same extent as natural persons might or could do and to carry on any business not contrary to the laws of the State of West Virginia and to have and exercise all the powers, rights and privileges conferred by the laws of the State of West Virginia upon corporations formed under such laws and to do any and all of the things herein above set forth to the same extent as natural persons might or could do.

     IV. Provisions granting preemptive rights are:

     Any holder of stock of the corporation of any class shall, as such holder, have any preemptive right to purchase or subscribe for (a) any stock of any class now or hereafter

1

authorized, or any warrants, options, or other instruments that shall confer upon the holders thereof the right to subscribe for or purchase or receive from the corporation any stock of any class which the corporation may issue or sell, whether or not the same shall be exchangeable for any stock of the corporation of any class, or (b) any obligations which the corporation may issue or sell that shall be convertible into or exchangeable for any shares of the capital stock of the corporation of any class or to which shall be attached or appurtenant any options, or other instruments that shall confer upon the holders of such obligations, warrants, options or other instruments the right to subscribe for or purchase or receive from the corporation any shares of its capital stock of any class or classes now or hereafter authorized.

     V. Provisions for the regulation of the Internal affairs of the corporation are;

     (1) To purchase, own, and hold the stock of other corporations, and to do every act and thing covered generally by the denomination “holding corporation”, and especially to direct the operations of other corporations through the ownership of stock therein; to purchase, subscribe for, acquire, own, hold, sell, exchange, assign, transfer, mortgage, pledge, or otherwise dispose of shares or voting trust certificates for shares of the capital stock or any bonds, notes, securities, or evidences of indebtedness created by, any other corporation or corporations organized under the laws of this state or any state or district or country, nation, or government and also bonds or evidences of indebtedness of the United States or of any state, district, territory, dependency, or country or subdivision on municipality thereof; to issue in exchange therefor shares of the capital stock, bonds, notes, or other obligations of the corporation and while the owner thereof to exercise all the rights, powers, and privileges of ownership including the right to vote on any shares of stock or voting trust certificates so owned; to promote, lend money to, and guarantee

2

the dividends, stock, bonds, notes, evidences of indebtedness, contracts, or other obligations of and otherwise aid in any manner which shall be lawful, any corporation or association of which any bonds, stock, voting trust certificates, or other securities or evidence of indebtedness shall be held by or for this corporation, or in which, or in the welfare of which, this corporation shall have any interest, and to do any acts and things permitted by law and designed to protect, preserve, improve, or enhance the value of any such bonds, stocks, or other securities or evidences of indebtedness or the property of this corporation.

     (2) To buy, sell, improve, exchange, and generally deal in real properties, improved and unimproved, and buildings of every class and description; to improve, manage, operate, sell, buy, mortgage, rent, lease, or otherwise acquire or dispose of any property, real or personal, improved or unimproved, and take mortgages and assignment of mortgages upon the same; to make and obtain loans upon real estate, improved and unimproved, and upon personal property, giving or taking evidences of indebtedness and securing the payment thereof of mortgage, trust deed, pledge or otherwise; to enter into contracts, to buy or sell any property, real or personal; to buy and sell mortgages, trust deeds, contracts, and evidences of indebtedness; to purchase or otherwise acquire, for the purpose of holding or disposing of the same, real or personal property of every kind and description, including the good will, stock, rights, and property of any person, firm, association, or corporation, paying for the same in cash, stock, or bonds of this corporation, to draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, warrants, bonds, debentures, and other negotiable or transferable instruments, or obligations of the corporation, from time to time, for any of the objects or purposes of the corporation; to carry on all or any of its operations without restriction or limit as to amount; to purchase, acquire, hold,

3

own, mortgage, sell, convey, or otherwise dispose of real and personal property of every class and description in any state, district, territory, colony, or foreign country subject to the laws of such state, territory, or foreign country.

     (3) To act in advisory capacity or as research counselors and in connection therewith to render management, research, technical, and advisory services to persons, firms, corporations, government agencies, and the general public and any person or special group.

     (4) To purchase, acquire, through the issuance of the capital stock or otherwise, own, hold, lease, either as lesser or lessee, sell, exchange, subdivide, mortgage, deed in trust, plant, improve, cultivate, develop, construct, maintain, equip, operate, and generally deal in any and all lands, improved and unimproved, dwelling houses, apartment houses, hotels, boarding houses, business blocks, office buildings, post office buildings, manufacturing works, and plants, and other buildings of any kind, and the products and avails thereof, and any and all other property of any and every kind or description, real, personal, and mixed, wheresoever situated.

     (5) To purchase, subscribe for, or otherwise acquire, own, vote, sell, mortgage, pledge, or otherwise dispose and otherwise deal in and with, shares or other interests in or obligations of other domestic or foreign corporations firms or individuals.

     (6) To invest in surplus funds from time to time, and to lend money for its corporate purposes, and to take and hold real or personal property as security for the payment of funds so invested or loaned.

     (7) To conduct its business, carry on its operations and have offices within and without the State of West Virginia, and to exercise in any other state, territory, district, or possession of

4

the United States, or in any foreign country, the powers granted by the Laws of the State of West Virginia.

     (8) To enter into any joint venture, syndicate, or partnership, or to enter into any arrangement, for sharing of profits, union of interest, or cooperation with any person, partnership, corporation, association, or entity.

     (9) Subject to any specific written limitations or restrictions imposed by the Corporation Law of West Virginia, by other law, or by this Certificate of incorporation and in furtherance of, but not limited to, the purposes set forth in this Article, the corporation shall have and exercise all general powers under the Corporation Law of West Virginia and the principals of the common laws.

     (10) Subject to any specific written limitations or restrictions imposed by the Corporation Law of West Virginia, or by this Certificate of Incorporation, and in furtherance of, but not limited to the purposes set forth in this Article, the corporation shall have and exercise the following specific powers:

     (a) To Carry Out Such Purposes in Other States. To carry out the purposes and powers herein set forth in any state, territory, district, or possession of the United States, or in any foreign country, to the extent that such purposes are not forbidden by the law of such state, territory, district or possession of the United States or by such foreign country. And to acquire, own, hold and use, to lease, mortgage, pledge, sell or otherwise dispose of property, real and/or personal, tangible and/or intangible, out of this State.

     (b) To Deal in Personal Property, Generally. To acquire (by purchase, exchange, lease, hire, or otherwise), hold, own, manage, operate, mortgage, pledge, hypothecate, lease, exchange,

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sell, deal in and dispose of, either alone or in conjunction with other, personal property and commodities of every kind, character and description whatsoever and wheresoever situated, and any interest therein.

     (c) To Deal in Securities, Generally. To purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, sue, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interest in, or obligations of, other domestic or foreign corporations, associations, partnerships or individuals, or direct or indirect obligations of the United States or any government, state, territory, governmental district or municipality or of any instrumentality thereof.

     (d) To Deal in Goodwill. To acquire (by purchase, exchange, lease, hire or otherwise), hold, own, use, assign, lease, sell, convey or mortgage, either alone or in conjunction with others, the rights, property and business of any person, entity, partnership, association, or corporation, heretofore or hereafter engaged in any business.

     (e) To Execute Guaranties. To make any guaranty respecting stocks, dividends, securities, indebtedness, interest, contracts, or other obligations created by any individual partnership, association, corporation, or other entity.

     (f) To Borrow Funds. To borrow or raise monies and from time to time, without limit as to amount, to execute, accept, endorse, and deliver as evidence of such borrowing, all kinds of securities, including, but without limited the generality thereof, promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable or non-negotiable instruments and evidence of indebtedness; and to secure the payment and full performance of such securities by mortgage on, or pledge, conveyance, or assignment in trust of, the whole, or any part, of the

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assets of the corporation, real, personal or mixed, including contract right’s, whether at the time owned or thereafter acquired.

     (g) To acquire by purchase, subscription or otherwise, and to hold for investment or otherwise, and to use, sell, assign, transfer, mortgage, pledge, or otherwise deal with or dispose of stocks, bonds, or any other obligations or securities of any corporation or corporations; to merge or consolidate with any corporation in such manner as may be permitted by law; to aid in any manner as may be permitted by law; to aid in any manner any corporation whose stock, bonds or other obligations are held or in any manner guaranteed by the corporation, or in which the corporation is in any way interested; to do any other acts or things for the preservation, protection, improvement, or enhancement of the value of any such stock, bonds, or other obligations to exercise all the rights, powers, and privileges of ownership thereof, and to exercise any and all voting powers thereon to guarantee the payment of dividends upon any stock, or the principal or interest, or both, of any bonds or other obligations, and the performance of any contracts.

     (h) To make donations for the public welfare or for charitable, scientific or educational purposes; and in time of war to make donations in aid of war activities.

     (i) To pay pensions and establish pension plans, pension trusts, profit-sharing plans, stock bonus plans, stock option plans, and other incentive plans for its directors, officers and employees.

     (j) To do any and all acts and things necessary, convenient or expedient to be done to carry out the purposes for which the corporation is formed and organized and not repugnant to law.

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     (11) The directors of this corporation are empowered to issue from time to time the shares of stock of this corporation in payment, wholly or party, for cash, labor done, real and/or personal property, or for the use thereof, at such price for any such labor or property or the use thereof as may be fixed by agreement between the owner of the property and the officers and directors of the corporation.

     (12) The power to amend, alter, and supplement the by-laws shall be conferred upon the directors. Any by-laws or amendments to by-laws made by the directors may be amended, altered, or repealed by the directors of the corporation.

     (13) The corporation is hereby expressly authorized and empowered, from time to time, whether or not in connection with the issue and sale of any shares of stock or other securities of the corporation, rights, or options entitling the holders or owners thereof to purchase or acquire from the corporation any shares of its capital stock of any class or classes or other securities, whether now or thereafter authorized, such rights or options to be evidenced by or in such warrants or other instruments as shall be approved by the directors. The terms upon which, the time or times, which may be limited or unlimited in duration, at or within which, and the price or prices at which any such shares or other securities may be purchased or acquired from the corporation upon the exercise of any such rights or options shall be such as shall be fixed in a resolution or resolutions adopted by the directors providing for the creation and issue of such rights or options, and set forth or incorporated by reference in the warrants or other instruments evidencing such rights or options, and set forth or incorporated by reference in the warrants or other instruments evidencing such rights or options, and as shall be permitted by law. The directors are hereby authorized and empowered to authorize the creation and issue of any such

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rights or options and any such warrants or other instruments from time to time, for such consideration as the directors may determine. Any and all shares of stock which may be purchased or acquired or issued upon the exercise of any such right or option, shall be deemed fully paid stock and not liable to any further call or assessment thereon, or partly paid and liable to further call or assessment, as the terms of the warrants or other instruments evidencing such rights or option shall provide. Except as otherwise provided by law, the directors shall have full power ILLEGIBLE discretion to prescribe and regulate from time to time the procedure to be followed in and all other matters concerning, the creation, issue and exercise of any such rights and options and such warrants or other instruments, and the selling aside of stock or other securities for the purpose thereof; and the issuance of such or other securities upon the exercise thereof.

     (14) Any director or officer shall be indemnified by this corporation against expenses actually and necessarily incurred by him in connection with the defense of any action, suit, or proceeding, civil or criminal, in which he is made a party by reason of being or having been such director or officer, except in relation to matters as to which he would be adjudged in such action, suit or proceeding, to be liable for negligence or misconduct in the performance of duty to the corporation.

     (15) The directors of this corporation are empowered to issue from time to time the shares of the stock of any class or classes and/or securities convertible into shares of its stock of any class for such consideration as the directors may deem advisable by adoption of resolution.

     (16) To deal in shares, bonds, notes, debentures, or other securities, or evidences of indebtedness, of mutual investment companies, either as principal or an agent or broker, or otherwise, and generally to maintain, conduct and carry on the business of buying and selling and

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investment securities of mutual investment companies either as principal, or as agent or broker, or otherwise.

     (17) To apply for, obtain, register, purchase or otherwise acquire, and to hold, use, develop, improve, or introduce and to sell, assign, or otherwise dispose of patents, trade names, trade marks, copyrights, licenses, franchises, and any and all other rights, privileges, processes or formula necessary or desirable for the operation and conduct of the business of the corporation.

     (18) Both stockholders and directors of this corporation may hold their meetings and the corporation may have an office or offices in such place or places outside the State of West Virginia as the by-laws may provide and the corporation may keep its books outside the State of West Virginia, except as otherwise provided by law.

     VI. The amount of the total authorized capital stock of said corporation shall be One Thousand Dollars ($1,000.00) which shall be divided into One Thousand (1000) shares of the par value of One Dollar ($1.00).

     VII. The full name and address of the incorporator, including street and street number, if any, and the city, town, or village, including ZIP number.

G. Nicholas Casey, Jr.
Suite 700, One Valley Square
P.O. Box 1746
Charleston, West Virginia, 25326

     VIII. The existence of this corporation is to be perpetual.

     IX. The name and address of the appointed person to whom notice or process may be sent: G. Nicholas Casey, Jr., P.O. Box 1746, Charleston, West Virginia 25301.

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     X. The number of directors constituting the initial board of directors of the corporation is two and the (ELIGIBLE) and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and shall qualify are:

Albert M. Tieche, Jr.	Robert Glenn
1007 South Oakwood Avenue	130 Main Street, Law Building
Beckley, WV 25801	Beckley, WV 25801

     I, the undersigned, for the purposes of forming a corporation, under the laws of the State of West Virginia, do make and file these ARTICLES OF INCORPORATION and I have accordingly hereunto set my hand and seal this 23rd day of May, 1997.

/s/ G. Nicholas Casey	(SEAL)
G. Nicholas Casey, Jr.

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STATE OF WEST VIRGINIA,

COUNTY OF KANAWHA, to wit:

     I, Cathy L. Brock, a Notary Public in and for the County and State aforesaid, hereby certify that G. Nicholas Casey, Jr., whose name is signed to the foregoing Articles bearing date of the 23rd day of May, 1997, this day personally acknowledged his signature to be the same.

     Given under my hand and the official seal this 23^rd day of May, 1997.

	/s/ Cathy L. Brock
	Notary Public

Prepared by: G. Nicholas Casey, Jr., Esquire
Attorney at Law
Suite 700, One Valley Square
P.O. Box 1746
Charleston, WY 25326

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EX-3.412

Exhibit 3.412

Adopted December 17, 2002

BY-LAWS
OF
ZONE, INCORPORATED

ARTICLE I

OFFICES

     The principal office of the Corporation shall be designated from time to time by the Board of Directors. The Corporation may have offices in addition to its principal place of business as the business of the Corporation may require from time to time.

     The registered office of the Corporation may be, but need not be, identical with the principal office and the address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE II

SHAREHOLDERS

     SECTION 1. MEETINGS. The annual meeting of shareholders shall be as designated by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the election of directors shall not be held on the day designated for any annual meeting, or at any adjournment thereof, the election shall be held at a special meeting of the shareholders to be held as soon thereafter as may be convenient. Special meetings of the shareholders may be called by the President, by a majority of the members of the Board of Directors or by the holders of not less than one-fifth of all the outstanding shares of the Corporation.

     SECTION 2. PLACE OF MEETING. The annual meeting, or any special meeting called by the Board of Directors, shall be held in Nashville, Tennessee, unless otherwise designated by them. A waiver of notice, signed by all shareholders, may designate any place as the place for the holding of such meeting.

     SECTION 3. NOTICE OF MEETINGS. Written or printed notice stating the place, day and hour of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than forty (40) days before the date of the meeting, either personally or by mail, by or at the direction of the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail. Notice of a meeting, either annual or special, called for the purpose of electing directors shall be delivered not less than twenty (20) days before the date of the meeting. Any shareholder may waive notice of any meeting. The attendance of a shareholder at any meeting shall constitute a waiver of notice of such meeting, except where a shareholder attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

     SECTION 4. MEETING OF ALL SHAREHOLDERS. If all of the shareholders shall meet at any time and place and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.

     SECTION 5. QUORUM. A majority of the outstanding shares of the Corporation, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders; provided, that if less than a majority of the outstanding shares are represented at said meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice.

     SECTION 6. PROXIES. At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy, and such proxy may be withdrawn at any time.

     SECTION 7. VOTING OF SHARES. Subject to the provisions herein, each outstanding share of common stock shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the By-laws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such corporation may determine. In all elections of directors, every shareholder shall have the right to vote, in person or by proxy, the number of shares owned by said shareholder, for as many persons as there are directors to be elected. All voting shall be on a non-cumulative basis, unless otherwise stated in the Articles of Incorporation or except as required by applicable state law.

     SECTION 8. INFORMAL ACTION BY SHAREHOLDERS. Any action required to be taken at a meeting of the shareholders may be taken without a meeting without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the shareholders having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shareholders entitled to vote thereon were present and voted with respect to the subject matter thereof.

ARTICLE III

DIRECTORS

     SECTION 1. GENERAL POWERS. The business and affairs of the Corporation shall be managed by its Board of Directors. The Board of Directors may from time to time appoint such standing or special committees as it may deem for the best interest of the Corporation, but no such committee shall have any powers, except such as are expressly conferred upon it by the Board of Directors.

     SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors of the Corporation shall be not less than one (1) nor more than ten (10), but may be increased or decreased by amendment of this by-law by the shareholders. Each director shall hold office for the term of which he is elected or until his successor shall have been elected and qualifies for the office, whichever period is longer. Directors need not be residents of the state of

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incorporation nor need they be shareholders of the Corporation. Any vacancy occurring in the Board of Directors or in a directorship to be filled by reason of an increase in the number of directors, may be filled by election at an annual meeting or at a special meeting of shareholders called for that purpose. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any director may resign at any time by giving written notice of such resignation to the Board of Directors or the President. Any such resignation shall take effect at the time specified therein or, if no time is specified, upon receipt thereof by the Board of Directors or the President.

     SECTION 3. REMOVAL OF DIRECTORS. At any duly called special meeting of the shareholders, any director or directors may, by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote for the election of directors, be removed from office, either with or without cause. At such meeting a successor or successors may be elected by a majority of the votes cast.

     SECTION 4. MEETINGS. A regular meeting of the Board of Directors shall be held without other notice than this By-law, immediately after, and at the same place, as the annual meeting of shareholders. Additional regular meetings of the Board of Directors may be held at any time and place designated by them. Special meetings of the Board of Directors may be called by or at the request of the President or a majority of the directors. Directors may participate in meetings by conference telephone or similar communications equipment. Whenever the laws of the state of incorporation authorize or permit directors to act other than at a meeting including but not limited to acting through unanimous written consents, then such actions shall be as effective as if taken by the directors at a meeting.

     SECTION 5. NOTICE. Notice of any special meeting shall be given previously thereto by written notice delivered by messenger, mail, facsimile or other electronic means. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail. If notice be given by facsimile or other electronic means, such notice shall be deemed to be delivered when the facsimile or other electronic communication is transmitted and confirmed. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

     SECTION 6. QUORUM. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided, that if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

     SECTION 7. MANNER OF ACTING. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

     SECTION 8. COMPENSATION. Directors, as such, shall not receive any stated salaries for their services, but by resolution of the Board of Directors, a fixed sum and expenses of attendance may be allowed for attendance at meetings; provided that nothing herein contained shall

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be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

     SECTION 9. DELEGATION OF DUTIES TO CLINICAL BOARDS. The Board of Directors of the Corporation (in certain cases acting as the general partner of a limited partnership (the “Partnership”)) serves as the governing body of any and all of the hospital(s) and/or surgery center(s), as the case may be (“Facility”), owned by the Corporation and/or Partnership and retains ultimate responsibility for the Facility’s compliance with all applicable federal, state, and local laws and regulations. The Board of Directors has delegated certain duties to its officers and to the Board of Trustees of the hospital(s) and/or the Board of Governors of the surgery center(s) (the Board(s) of Trustees and the
Board(s) of Governors are individually and collectively hereinafter referred to as the “Clinical Board”). The rights and duties delegated to the Clinical Board, acting in its capacity as the authorized agent of the governing body, are described in the By-laws of the Clinical Board.

     The Board of Directors has delegated to the Chief Executive Officer of the Corporation, in accordance with these by-laws, the authority to appoint the Clinical Board. The Board of Directors has delegated to its officers, in accordance with these by-laws, the authority to select the CEO and/or Administrator of the facility based upon his education and experience. The officers, in turn, have appointed the CEO and/or Administrator to manage the day-to-day business affairs and administration of the Facility. The CEO and/or Administrator reports to the Board of Directors, while maintaining continuing communication with the Clinical Board and Medical Staff.

     The Board of Directors has appointed the Clinical Board to assist and advise the CEO and/or Administrator, the Board of Directors, and the Medical Staff. The primary function of the Clinical Board shall be to assure that the Facility and its Medical Staff provide quality medical care that meets the needs of the community. For this purpose, the Board of Directors has delegated to the Clinical Board the authority to receive and evaluate periodic reports from the Medical Staff and its officers, to make decisions regarding Medical Staff appointment and Clinical Privileges, to oversee performance improvement, utilization review, and similar matters regarding the provision of quality patient care at the Facility, and to establish polices regarding such matters.

     The Board of Directors, through its officers and the CEO and/or Administrator, retains authority for the Facility’s business decisions, including long-range and short-range planning and budgeting, but may request the advice of the Clinical Board on such matters. The Board of Directors expressly reserves the right to amend, modify, rescind, clarify, or terminate at any time and without notice any delegation of authority given to the Clinical Board and, if deemed necessary by the Board of Directors, to overrule decisions made by the Clinical Board.

ARTICLE IV

OFFICERS

     SECTION 1. CLASSES. The officers of the Corporation shall be a President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the Board of Directors, an Executive Vice President, one or more Senior Vice Presidents, one or more other Vice Presidents, one or more Assistant Treasurers, one or more Assistant Secretaries, and such other officers as may be elected or appointed in accordance with the provisions of this article. Additional officers and duties may be added by amendment to this article by the shareholders.

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     SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Corporation shall be elected by the Board of Directors at the first meeting of the Board of Directors and at subsequent meetings of the Board of Directors held from time to time. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interest of the Corporation would be served thereby. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term.

     SECTION 3. PRESIDENT. The President shall be the Chief Executive Officer of the Corporation. Subject to the direction of the Board of Directors, he shall have general charge of the business affairs and property of the Corporation and general supervision over its officers and agents. He shall preside at all meetings of shareholders and he shall see that all orders and resolutions of the Board of Directors are carried into effect. He may sign duly authorized certificates of stock of the Corporation (the signature to which may be a facsimile signature), and may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts, agreements or other instruments duly authorized by the Board of Directors except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent. From time to time, he shall report to the Board of Directors all matters within his knowledge which the interests of the Corporation may require to be brought to their attention. He shall also perform such other duties as are given to him by these By-laws or as from time to time may be assigned to him by the Board of Directors.

     SECTION 4. VICE PRESIDENTS. The Vice Presidents shall perform such duties as are given to them by these By-laws or as from time to time may be assigned to them by the Board of Directors or the President, and, in the order of their seniority, or in any other order as the Board of Directors may from time to time determine, shall, in the absence of the President, have all the powers of and be subject to all restrictions upon the President, and may sign, if so authorized, in the name of the Corporation, deeds, mortgages, bonds and other instruments.

     SECTION 5. SECRETARY. The Secretary shall: (a) record all the proceedings of the meetings of the shareholders, the Board of Directors, and any committees in a book or books to be kept for that purpose; (b) cause all notices to be duly given in accordance with the provisions of these By-laws and as required by applicable law; (c) whenever any committee shall be appointed in pursuance of a resolution of the Board of Directors, furnish the Chairman of such committee with a copy of such resolution; (d) be custodian of the records and of the seal of the Corporation, and cause such seal to be affixed to all certificates representing stock of the Corporation prior to the issuance thereof and to all instruments the execution of which on behalf of the Corporation under its seal shall have been duly authorized; (e) see that the lists, books, reports, statements, certificates and other documents and records required by statute are properly kept and filed; (f) have charge of the stock and transfer books of the Corporation and exhibit such stock book at all reasonable times to such persons as are entitled by statute to have access thereto; (g) sign certificates representing stock of the Corporation the issuance of which shall have been duly authorized (the signature to which may be a facsimile signature); and (h) in general, perform all duties incident to the office of the Secretary and

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such other duties as are given to him by these By-laws or as from time to time may be assigned to him by the Board of Directors or the President.

     SECTION 6. ASSISTANT SECRETARY. At the request of the Secretary or in his absence or disability, the Assistant Secretary designated by him (or in the absence of such designation, the Assistant Secretary designated by the Board of Directors or the President) shall perform all the duties of the Secretary, and, when so acting, shall have all the powers of and be subject to all restrictions upon the Secretary.

     SECTION 7. TREASURER. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. He shall: (a) have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies, or other depositaries as shall be selected in accordance with the provisions of Article V of these By-laws; (b) in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors or the President.

     SECTION 8. ASSISTANT TREASURER. At the request of the Treasurer or in his absence or disability, the Assistant Treasurer designated by him (or in the absence of such designation, the Assistant Treasurer designated by the Board of Directors or the President) shall perform all the duties of the Treasurer, and, when so acting, shall have all the powers of and be subject to all restrictions upon the Treasurer.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

     SECTION 1. CONTRACTS. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instruments in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances.

     SECTION 2. LOANS. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

     SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents, of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

     SECTION 4. DEPOSITS. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositaries as the Board of Directors may select.

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ARTICLE VI

CERTIFICATES FOR SHARES AND THEIR TRANSFER

     Certificates representing shares of the Corporation shall be in such form as may be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary and shall be sealed with the seal of the Corporation. All certificates for shares shall be consecutively numbered. The name of the person owning the shares represented thereby with the number of shares and date of issue shall be entered on the books of the Corporation. All certificates surrendered to the Corporation for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in case of a lost, destroyed or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the Corporation as the Board of Directors may prescribe. Transfers of shares of the Corporation shall be made only on the books of the Corporation by the registered holder thereof or by his authorized attorney and on surrender for cancellation of the certificate for such shares.

ARTICLE VII

FISCAL YEAR

     The fiscal year of the Corporation shall begin on the 1st day of January and end on the 31st day of December of each year, but may be changed by resolution of the Board of Directors.

ARTICLE VIII

DIVIDENDS

     The Board of Directors may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

ARTICLE IX

SEAL

     The Board of Directors may provide a corporate seal in such form as the Board of Directors may prescribe.

ARTICLE X

WAIVER OF NOTICE

     Whenever any notice whatsoever is required to be given under the provisions of these Bylaws, or under the provisions of the Articles of Incorporation, or under the provisions of the applicable statutes, waiver thereof in writing, signed by the person, or persons, entitled to such notice whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

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ARTICLE XI

INDEMNIFICATION OF OFFICERS AND DIRECTORS

     The Corporation shall indemnify its officers and directors against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of occurrence of the claims or causes of action in such suits, made or brought against them as officers or directors of the Corporation, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification shall extend to the payment of judgments against such officers and directors and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the Corporation or amounts paid in settlement to the Corporation. Such indemnification shall also extend to the payment of counsel fees and expenses of such officers and directors in suits against them where successfully defended by them or where unsuccessfully defended, if there is no finding or judgment that the claim or action arose from the gross negligence or willful misconduct of such officers or directors. Such right of indemnification shall not be exclusive of any right to which such officer or director may be entitled as a matter of law and shall extend and apply to the estates of such deceased officers or directors.

ARTICLE XII

AMENDMENTS

     The shareholders may alter, amend or rescind the By-laws at any annual or special meeting of shareholders at which a quorum is present, by the vote of a majority of the stock represented at such meeting, provided that the notice of such meeting shall have included notice of such proposed amendment. The Board of Directors shall have the power and authority to alter, amend or rescind By-laws of the Corporation at any regular or special meeting at which a quorum is present by the vote of a majority of the entire Board of Directors, subject always to the power of the shareholders to change such action of the directors.

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EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” in the Registration Statement (Form S-4 No. 333-174014) and related Prospectus of LifePoint Hospitals, Inc. for the registration of $400,000,000 of its 6.625% Senior Notes due 2020 and to the incorporation by reference therein of our reports dated February 18, 2011, with respect to the consolidated financial statements of LifePoint Hospitals, Inc. and the effectiveness of internal control over financial reporting of LifePoint Hospitals, Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2010, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Nashville, Tennessee
May 20, 2011

EX-99.1

Exhibit 99.1

LIFEPOINT HOSPITALS INC.

LETTER OF TRANSMITTAL

OFFER TO EXCHANGE

$400,000,000 AGGREGATE PRINCIPAL AMOUNT OF ITS 6.625% SENIOR NOTES DUE 2020
(SENIOR NOTE CUSIP No. 53219L AK5) WHICH HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, FOR ANY AND ALL OF ITS OUTSTANDING
6.625% SENIOR NOTES DUE 2020 (RULE 144A CUSIP No. U53039 AB6/REGULATION S
CUSIP No. 53219L AJ8)

THE EXCHANGE OFFER WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON      , 2011 (THE “EXPIRATION DATE”) UNLESS THE OFFER IS EXTENDED. TENDERS MAY BE WITHDRAWN PRIOR TO 11:59 P.M., NEW YORK CITY TIME, ON      , 2011.

The Exchange Agent for the Exchange Offer is:
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A

By Mail, Hand or Courier.

The Bank of New York Mellon Corporation
Corporate Trust — Reorganization Unit
480 Washington Boulevard, 27^th Floor
Jersey City, New Jersey 07310
Attn: David Mauer — Processor

By Facsimile Transmission
(eligible institutions only):

(212) 298-1915

Telephone Inquiries:

(212) 815-3687

     DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

     Holders of outstanding notes (as defined below) should complete this Letter of Transmittal either if outstanding notes are to be forwarded herewith or if tenders of outstanding notes are to be made by book-entry transfer to an account maintained by the Exchange Agent at the book-entry transfer facility specified by the holder pursuant to the procedures set forth in “The Exchange Offer — Book-Entry Delivery Procedures” and “The Exchange Offer — Procedures for Tendering Outstanding Notes” in the Prospectus (as defined below) and an “Agent’s Message” (as defined below) is not delivered. If tender is being made by book-entry transfer, the holder must have an Agent’s Message delivered in lieu of this Letter of Transmittal.

     Holders of outstanding notes whose certificates for such outstanding notes are not immediately available or who cannot deliver their certificates and all other required documents to the Exchange Agent on or prior to the Expiration Date or who cannot complete the procedures for book-entry transfer on a timely basis must tender their outstanding notes according to the guaranteed delivery procedures set forth in “The Exchange Offer —Guaranteed Delivery Procedures” in the Prospectus.

     Unless the context otherwise requires, the term “holder” for purposes of this Letter of Transmittal means any person in whose name outstanding notes are registered or any other person who has obtained a properly completed bond power from the registered holder or any person whose outstanding notes are held of record by The Depository Trust Company (“DTC”).

     The undersigned acknowledges receipt of the Prospectus dated            , 2011 (as it may be amended or supplemented from time to time, the “Prospectus”) of LifePoint Hospitals Inc., a Delaware corporation (the “Company”) and this Letter of Transmittal (the “Letter of Transmittal”), which together constitute the Company’s offer (the “exchange offer”) to exchange up to $400,000,000 aggregate principal amount of its 6.625% Senior Notes due 2020 (the “exchange notes”) which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for any and all of its outstanding 6.625% Senior Notes due 2020 (the “outstanding notes”). The outstanding notes are jointly and severally guaranteed on an unsecured senior basis by certain of the Company’s current and future domestic subsidiaries and the exchange notes will be jointly and severally guaranteed on an unsecured senior basis by certain of the Company’s current and future domestic subsidiaries.

     For each outstanding note accepted for exchange, the holder of such outstanding note will receive an exchange note having a principal amount equal to that of the surrendered outstanding note. The exchange notes will accrue interest at a rate of 6.625% per annum payable on April 1 and October 1 of each year.

     Capitalized terms used but not defined herein shall have the same meaning given them in the Prospectus.

     YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE WITH RESPECT TO EXCHANGE OFFER PROCEDURES OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT, WHOSE ADDRESS AND TELEPHONE NUMBER APPEAR ON THE FRONT PAGE OF THIS LETTER OF TRANSMITTAL.

     The undersigned has completed the appropriate boxes below and signed this Letter of Transmittal to indicate the action that the undersigned desires to take with respect to the exchange offer.

PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS
CAREFULLY BEFORE CHECKING ANY BOX BELOW.

     List below the outstanding notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the certificate numbers and aggregate principal amounts of outstanding notes should be listed on a separate signed schedule affixed hereto.

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All Tendering Holders Complete Box 1:

Box 1*

Description of Outstanding Notes Tendered Herewith

Name(s) and Address(es) of
Registered Holder(s)			Aggregate Principal
(Please fill in, in blank,	Certificate or Registration	Aggregate Principal Amount	Amount of
exactly as name(s) appear(s)	Number(s) of Outstanding	Represented by Outstanding	Outstanding Notes
on Certificate(s))	Notes**	Notes	Being Tendered***
	Total:

*	If the space provided is inadequate, list the certificate numbers and principal amount of outstanding notes on a separate signed schedule and attach the list to this Letter of Transmittal.
**	Need not be completed by book-entry holders.
***	The minimum permitted tender is $2,000 in principal amount. All tenders must be in the amount of $2,000 or in integral multiples of $1,000 in excess thereof; provided that any untendered portion of an outstanding note must be in a minimum denomination of $2,000. Unless otherwise indicated in this column, the holder will be deemed to have tendered the full aggregate principal amount represented by such outstanding notes. See instruction 2.

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Box 2
Book-Entry Transfer

o CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

Name of Tendering Institution:

Account Number:

Transaction Code Number:

     Holders of outstanding notes that are tendering by book-entry transfer to the Exchange Agent’s account at DTC can execute the tender through DTC’s Automated Tender Offer Program (“ATOP”), for which the transaction will be eligible. DTC participants that are accepting the exchange offer must transmit their acceptances to DTC, which will verify the acceptance and execute a book-entry delivery to the Exchange Agent’s account at DTC. DTC will then send a computer-generated message (an “Agent’s Message”) to the Exchange Agent for its acceptance in which the holder of the outstanding notes acknowledges and agrees to be bound by the terms of, and makes the representations and warranties contained in, this Letter of Transmittal, and the DTC participant confirms on behalf of itself and the beneficial owners of such outstanding notes all provisions of this Letter of Transmittal (including any representations and warranties) applicable to it and such beneficial owner as fully as if it had completed the information required herein and executed and transmitted this Letter of Transmittal to the Exchange Agent. Each DTC participant transmitting an acceptance of the exchange offer through the ATOP procedures will be deemed to have agreed to be bound by the terms of this Letter of Transmittal. Delivery of an Agent’s Message by DTC will satisfy the terms of the exchange offer as to execution and delivery of a Letter of Transmittal by the participant identified in the Agent’s Message. DTC participants may also accept the exchange offer by submitting a Notice of Guaranteed Delivery through ATOP.

Box 3
Notice of Guaranteed Delivery
(See Instruction 1 below)

o CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

Name(s) of Registered Holder(s):

Window Ticket Number (if any):

Name of Eligible Guarantor Institution that Guaranteed Delivery:

Date of Execution of Notice of Guaranteed Delivery:

IF GUARANTEED DELIVERY IS TO BE MADE BY BOOK-ENTRY TRANSFER:

Name of Tendering Institution:

Account Number:

Transaction Code Number:

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Box 4
Return of Non-Exchanged Outstanding Notes
Tendered by Book-Entry Transfer

o CHECK HERE IF OUTSTANDING NOTES TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED OUTSTANDING NOTES ARE TO BE RETURNED BY CREDITING THE ACCOUNT NUMBER SET FORTH ABOVE.

Box 5
Participating Broker-Dealer

o CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE OUTSTANDING NOTES FOR YOUR OWN ACCOUNT AS A RESULT OF MARKET-MAKING OR OTHER TRADING ACTIVITIES AND WISH TO RECEIVE TEN (10) ADDITIONAL COPIES OF THE PROSPECTUS AND OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name:

Address:

     If the undersigned is not a broker-dealer, the undersigned represents that it is acquiring the exchange notes in the ordinary course of business and has no arrangement or understanding with any person to participate in a distribution of the exchange notes. If the undersigned is a broker-dealer that will receive exchange notes for its own account in exchange for outstanding notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale or transfer of such exchange notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. A broker-dealer may not participate in the exchange offer with respect to outstanding notes acquired other than as a result of market-making activities or other trading activities. Any broker-dealer who purchased outstanding notes from the Company to resell pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act must comply with the registration and prospectus delivery requirements under the Securities Act.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

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Ladies and Gentlemen:

     Upon the terms and subject to the conditions of the exchange offer, the undersigned hereby tenders to the Company the aggregate principal amount of the outstanding notes indicated above. Subject to, and effective upon, the acceptance for exchange of all or any portion of the outstanding notes tendered herewith in accordance with the terms and conditions of the exchange offer (including, if the exchange offer is extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby exchanges, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to such outstanding notes as are being tendered herewith.

     The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as its true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that the Exchange Agent also acts as the agent of the Company, in connection with the exchange offer) with respect to the tendered outstanding notes, with full power of substitution and resubstitution (such power of attorney being deemed an irrevocable power coupled with an interest) to (1) deliver certificates representing such outstanding notes, or transfer ownership of such outstanding notes on the account books maintained by the book-entry transfer facility specified by the holder(s) of the outstanding notes, together, in each such case, with all accompanying evidences of transfer and authenticity to, or upon the order of, the Company, (2) present and deliver such outstanding notes for transfer on the books of the Company and (3) receive all benefits or otherwise exercise all rights and incidents of beneficial ownership of such outstanding notes, all in accordance with the terms of the exchange offer.

     The undersigned hereby represents and warrants that (a) the undersigned has full power and authority to tender, exchange, assign and transfer the outstanding notes tendered hereby, (b) when such tendered outstanding notes are accepted for exchange, the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and (c) the outstanding notes tendered for exchange are not subject to any adverse claims or proxies when accepted by the Company. The undersigned hereby further represents that any exchange notes acquired in exchange for outstanding notes tendered hereby will have been acquired in the ordinary course of business of the person receiving such exchange notes, whether or not such person is the undersigned, that neither the holder of such outstanding notes nor any such other person is engaged in or intends to engage in, nor has an arrangement or understanding with any person to participate in, the distribution of such exchange notes, and that neither the holder of such outstanding notes nor any such other person is an “affiliate,” as such term is defined in Rule 405 under the Securities Act, of the Company or any guarantor. If the undersigned is a person in the United Kingdom, the undersigned represents that its ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business.

     The undersigned also acknowledges that the exchange offer is being made based on the Company’s understanding of an interpretation by the staff of the Securities and Exchange Commission (the “SEC”) as set forth in no-action letters issued to third parties, including Morgan Stanley & Co. Incorporated (available June 5, 1991), Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC’s letter to Shearman & Sterling, dated July 2, 1993, or similar no-action letters, that the exchange notes issued in exchange for the Outstanding Notes pursuant to the exchange offer may be offered for resale, resold and otherwise transferred by each holder thereof (other than a broker-dealer who acquires such exchange notes directly from the Company for resale pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act or any such holder that is an “affiliate” of the Company or the guarantors within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such exchange notes are acquired in the ordinary course of such holder’s business and such holder is not engaged in, and does not intend to engage in, a distribution of such exchange notes and has no arrangement or understanding with any person to participate in the distribution of such exchange notes.

     By tendering the outstanding notes and executing, or otherwise becoming bound by, this letter of transmittal, the undersigned hereby represents and agrees that: (a) it is not an Affiliate of the Company or any guarantor, (b) it is not engaged in, and does intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the exchange notes to be issued in the exchange offer, (c) it is acquiring the exchange notes in the ordinary course of business, and (d) only if such holder is a broker-dealer that will receive exchange notes in exchange for outstanding notes.

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     If a holder of the outstanding notes is an affiliate of the Company or the guarantors, is not acquiring the exchange notes in the ordinary course of its business, is engaged in or intends to engage in a distribution of the exchange notes or has any arrangement or understanding with respect to the distribution of the exchange notes to be acquired pursuant to the exchange offer, such holder (x) may not rely on the applicable interpretations of the staff of the SEC and (y) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction. If the undersigned is a broker-dealer that will receive the exchange notes for its own account in exchange for the outstanding notes, it represents that the outstanding notes to be exchanged for the exchange notes were acquired by it as a result of market-making activities or other trading activities, acknowledges that it has not entered into any arrangement or understanding with the Company or an affiliate of the Company to distribute the exchange notes and acknowledges that it will deliver a prospectus in connection with any resale or transfer of such exchange notes. In addition, any broker-dealer who holds outstanding securities acquired for its own account as a result of market-making activities or other trading activities and who receives exchange notes in exchange for such outstanding notes pursuant to the exchange offer, may be considered an underwriter; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

     The undersigned will, upon request, execute and deliver any additional documents deemed by the Company or the Exchange Agent to be necessary or desirable to complete the exchange, assignment and transfer of the tendered outstanding notes or transfer ownership of such outstanding notes on the account books maintained by the book-entry transfer facility. The undersigned further agrees that acceptance of any and all validly outstanding notes by the Company and the issuance of exchange notes in exchange therefor shall constitute performance in full by the Company of its obligations under the Registration Rights Agreements, dated September 23, 2010, among LifePoint Hospitals Inc., the subsidiary guarantors party thereto and the initial purchasers of the outstanding notes (the “Registration Rights Agreements”), and that the Company shall have no further obligations or liabilities thereunder except as provided in Section 8 (indemnification) of such agreement. The undersigned will comply with its obligations under the Registration Rights Agreements.

     The exchange offer is subject to certain conditions as set forth in the Prospectus under the caption “The Exchange Offer — Conditions to the Exchange Offer.” The undersigned recognizes that as a result of these conditions (which may be waived, in whole or in part, by the Company), as more particularly set forth in the Prospectus, the Company may not be required to exchange any of the outstanding notes tendered hereby and, in such event, the outstanding notes not exchanged will be returned to the undersigned at the address shown above, promptly following the expiration or termination of the exchange offer. In addition, the Company may amend the exchange offer at any time prior to the Expiration Date if any of the conditions set forth under “The Exchange Offer — Conditions to the Exchange Offer” occur.

     All authority herein conferred or agreed to be conferred in this Letter of Transmittal shall survive the death or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, administrators, trustees in bankruptcy and legal representatives of the undersigned. Tendered outstanding notes may be withdrawn at any time prior to the Expiration Date in accordance with the procedures set forth in the terms of this Letter of Transmittal.

     Unless otherwise indicated herein in the box entitled “Special Registration Instructions” below, please deliver the exchange notes (and, if applicable, substitute certificates representing the outstanding notes for any outstanding notes not exchanged) in the name of the undersigned or, in the case of a book-entry delivery of the outstanding notes, please credit the account indicated above. Similarly, unless otherwise indicated under the box entitled “Special Delivery Instructions” below, please send the exchange notes (and, if applicable, substitute certificates representing the outstanding notes for any outstanding notes not exchanged) to the undersigned at the address shown above in the box entitled “Description of Outstanding Notes Tendered Herewith.”

     THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED “DESCRIPTION OF OUTSTANDING NOTES TENDERED HEREWITH” ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE OUTSTANDING NOTES AS SET FORTH IN SUCH BOX.

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Box 6
SPECIAL REGISTRATION INSTRUCTIONS
(See Instructions 4 and 5)

     To be completed ONLY if certificates for the outstanding notes not tendered and/or certificates for the exchange notes are to be issued in the name of someone other than the registered holder(s) of the outstanding notes whose name(s) appear(s) above.

Issue: o outstanding notes not tendered to:
o exchange notes to:

Name(s):
	(Please Print or Type)
Address:
	(Include Zip Code)
Daytime Area Code and Telephone Number.
Taxpayer Identification or Social Security Number:

Box 7
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 4 and 5)

To be completed ONLY if certificates for the outstanding notes not tendered and/or certificates for the exchange notes are to be sent to someone other than the registered holder(s) of the outstanding notes whose name(s) appear(s) above.

Send: o outstanding notes not tendered to:
o exchange notes to:

Name(s):
	(Please Print or Type)
Address:
	(Include Zip Code)
Daytime Area Code and Telephone Number.
Taxpayer Identification or Social Security Number:

8

Box 8
TENDERING HOLDER(S) SIGN HERE
(Complete accompanying substitute Form W-9 or applicable Form W-8)

     Must be signed by the registered holder(s) (which term, for the purposes described herein, shall include the person whose name appears on a security position listing of the book-entry transfer facility as the owner of the outstanding notes) of the outstanding notes exactly as their name(s) appear(s) on the outstanding notes hereby tendered or on such security position listing or by any person(s) authorized to become the registered holder(s) by properly completed bond powers or endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth the full title of such person. See Instruction 4.

(Signature(s) of Holder(s))

Date:

Name(s): 

(Please Type or Print)

Capacity (full title):

Address:

(Including Zip Code)

Daytime Area Code and Telephone Number: 

Taxpayer Identification or Social Security Number: 

GUARANTEE OF SIGNATURE(S)
(If Required —See Instruction 4)

Authorized Signature:

Date: 

Name: 

Title: 

Name of Firm: 

Address of Firm: 

(Include Zip Code)

Area Code and Telephone Number:

Taxpayer Identification or Social Security Number:

9

Box 9
PAYER’S NAME: THE BANK OF NEW YORK MELLON

SUBSTITUTE FORM W-9 Department of the Treasury Internal Revenue Service Payer’s Request for Taxpayer Identification Number (TIN)	Part 1— PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW. Check appropriate box for federal tax classification: o Individual o C Corporation o S Corporation o Partnership o Trust/Estate o Limited Liability Company o Other o Exempt Payee	Name                                                              Social Security Number OR                                                              Employer Identification Number
	Part 2 —Certification —UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT:		Part 3 — Awaiting TIN o
	(1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), and
	(2) I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and
	(3) I am a U.S. person (including a U.S. resident alien).
	CERTIFICATE INSTRUCTIONS — You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because of under-reporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out such item (2).
	The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.
	Sign Here:
	Signature
	Date

10

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY REPORTABLE PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFERS. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU
CHECKED THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

     I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, 28% of all reportable payments made to me will be withheld and, if the Exchange Agent is not provided with a TIN within 60 days, such amounts will be paid over to the Internal Revenue Service.

Signature                                                              Date                     

11

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

     Guidelines for Determining the Proper Identification Number for the payee (You) to Give the Payer. — Social security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employee identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer. All “Section” references are to the Internal Revenue Code of 1986, as amended. “IRS” is the Internal Revenue Service.

		Give the
		SOCIAL SECURITY
For this type of account:		number of —
1	Individual	The individual
2	Two or more individuals (joint account)	The actual owner of the account or, if combined account fund, the first individual on the account(1)
3	Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)
4	a. The usual revocable savings trust account (grantor is also trustee) b So-called trust that is not a legal or valid trust under state law	The grantor-trustee(1) The actual owner(1)
5	Sole proprietorship or disregarded entity owned by an individual	The owner(3)
6.	Grantor trust filing under Optional Form 1099 Filing Method 1	The grantor*

		Give the EMPLOYER
For this type of account:		IDENTIFICATION number of
6.	Disregarded entity not owned by an individual	The owner
7.	A valid trust, estate, or pension trust	The legal entity(4)
8.	Corporate	The corporation
9.	Association, club, religious, charitable, educational, or other tax-exempt organization account	The organization
10.	Partnership	The partnership
11.	A broker or registered nominee	The broker or nominee
12.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity
13.	Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2	The trust

(1)	List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person’s number must be furnished.
(2)	Circle the minor’s name and furnish the minor’s social security number.
(3)	You must show your individual name, but you may also enter your business or “doing business as” name. You may use either your social security number or your employer identification number (if you have one).

12

*	Note: Grantor also must provide a Form W-9 to trustee of trust.
(4)	List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

NOTE: IF NO NAME IS CIRCLED WHEN THERE IS MORE THAN ONE NAME, THE NUMBER WILL BE CONSIDERED TO BE THAT OF THE FIRST NAME LISTED.

13

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE
FORM W-9

Obtaining a Number

     If you don’t have a taxpayer identification number or you don’t know your number, obtain Form SS-5, Application for a Social Security Card, at the local Social Security Administration office, online at www.ssa.gov or by calling 1 (800) 772-1213, or Form SS-4, Application for Employer Identification Number or Form W-7, Application for IRS Individual Taxpayer Identification Number, by calling 1 (800) TAX-FORM, and apply for a number.

Payees Exempt from Backup Withholding

     Payees specifically exempted from withholding include:

• An organization exempt from tax under Section 501(a), an individual retirement account (IRA), or a custodial account under Section 403(b) (7), if the account satisfies the requirements of Section 401(f)(2).

• The United States or a state thereof, the District of Columbia, a possession of the United States, or a political subdivision or wholly-owned agency or instrumentality of any one or more of the foregoing.

• An international organization or any agency or instrumentality thereof.

• A foreign government and any political subdivision, agency or instrumentality thereof.

     Payees that may be exempt from backup withholding include:

• A corporation.

• A financial institution.

• A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States.

• A real estate investment trust.

• A common trust fund operated by a bank under Section 584(a).

• An entity registered at all times during the tax year under the Investment Company Act of 1940.

• A middleman known in the investment community as a nominee or custodian.

• A futures commission merchant registered with the Commodity Futures Trading Commission.

• A foreign central bank of issue.

• A trust exempt from tax under Section 664 or described in Section 4947.

     Payments of dividends and patronage dividends generally exempt from backup withholding include:

• Payments to nonresident aliens subject to withholding under Section 1441.

• Payments to partnerships not engaged in a trade or business in the United States and that have at least one nonresident alien partner.

• Payments of patronage dividends not paid in money.

• Payments made by certain foreign organizations.

• Section 404(k) payments made by an ESOP.

     Payments of interest generally exempt from backup withholding include:

• Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and you have not provided your correct taxpayer identification number to the payer.

• Payments described in Section 6049(b)(5) to nonresident aliens.

• Payments on tax-free covenant bonds under Section 1451.

• Payments made by certain foreign organizations.

• Mortgage or student loan interest paid to you.

     Certain payments, other than payments of interest, dividends, and patronage dividends, that are exempt from information reporting are also exempt from backup withholding. For details, see the regulations under Sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A and 6050N.

14

     Exempt payees described above must file Form W-9 or a substitute Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE “EXEMPT” IN PART 2 OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.

     Privacy Act Notice. — Section 6109 requires you to provide your correct taxpayer identification number to payers, who must report the payments to the IRS. The IRS uses the number for identification purposes and may also provide this information to various government agencies for tax enforcement or litigation purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to payer. Certain penalties may also apply.

Penalties

     (1) Failure to Furnish Taxpayer Identification Number. —If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

     (2) Civil Penalty for False Information with Respect to Withholding. — If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

     (3) Criminal Penalty for Falsifying Information. — Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL
REVENUE SERVICE.

15

INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

General

     Please do not send certificates for outstanding notes directly to the Company. Your certificates for outstanding notes, together with your signed and completed Letter of Transmittal and any required supporting documents, should be mailed or otherwise delivered to the Exchange Agent at the address set forth on the first page hereof. The method of delivery of outstanding notes, this Letter of Transmittal and all other required documents is at your sole option and risk and the delivery will be deemed made only when actually received by the Exchange Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, or overnight or hand delivery service is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

     1. Delivery of this Letter of Transmittal and Certificates; Guaranteed Delivery Procedures. A holder of outstanding notes (which term, for the purposes described herein, shall include the person whose name appears on a security position listing of the book-entry transfer facility as the owner of the outstanding notes) may tender the same by (i) properly completing and signing this Letter of Transmittal or a facsimile hereof (all references in the Prospectus to the Letter of Transmittal shall be deemed to include a facsimile thereof) and delivering the same, together with the certificate or certificates, if applicable, representing the outstanding notes being tendered and any required signature guarantees and any other documents required by this Letter of Transmittal, to the Exchange Agent at its address set forth above on or prior to the Expiration Date, (ii) complying with the procedure for book-entry transfer described in the Prospectus or (iii) complying with the guaranteed delivery procedures described below.

     Holders who wish to tender their outstanding notes and (i) whose outstanding notes are not immediately available or (ii) who cannot deliver their outstanding notes, this Letter of Transmittal and all other required documents to the Exchange Agent prior to the Expiration Date or (iii) who cannot comply with the book-entry transfer procedures on a timely basis, must tender their outstanding notes pursuant to the guaranteed delivery procedure set forth in “The Exchange Offer —Guaranteed Delivery Procedures” in the Prospectus and by completing Box 3. Holders may tender their outstanding notes pursuant to this procedure if: (i) the tender is made by or through an Eligible Guarantor Institution (as defined below); (ii) the Exchange Agent receives (by facsimile transmission, mail or hand delivery), prior to the Expiration Date, a properly completed and duly executed Notice of Guaranteed Delivery in the form provided with this Letter of Transmittal that (a) sets forth the name and address of the holder of outstanding notes, if applicable, the certificate number(s) of the outstanding notes to be tendered and the principal amount of outstanding notes tendered; (b) states that the tender is being made thereby; and (c) guarantees that, within three New York Stock Exchange trading days after the Expiration Date, the Letter of Transmittal, or a facsimile thereof, together with the outstanding notes or a book-entry confirmation (including an Agent’s Message), and any other documents required by the Letter of Transmittal, will be deposited by the Eligible Guarantor Institution with the Exchange Agent and (iii) the Exchange Agent receives a properly completed and executed Letter of Transmittal, or facsimile thereof and the certificate(s) representing all tendered outstanding notes in proper form or a confirmation of book-entry transfer of the outstanding notes into the Exchange Agent’s account at the appropriate book-entry transfer facility (including an Agent’s Message) and all other documents required by this Letter of Transmittal within three New York Stock Exchange trading days after the Expiration Date.

     Any Holder who wishes to tender outstanding notes pursuant to the guaranteed delivery procedures described above must ensure that the Exchange Agent receives the Notice of Guaranteed Delivery relating to such outstanding notes prior to the Expiration Date. Failure to complete the guaranteed delivery procedures outlined above will not, of itself, affect the validity or effect a revocation of any Letter of Transmittal form properly completed and executed by a holder who attempted to use the guaranteed delivery procedures.

     No alternative, conditional, irregular or contingent tenders will be accepted. Each tendering holder, by execution of this Letter of Transmittal (or facsimile thereof), shall waive any right to receive notice of the acceptance of the outstanding notes for exchange.

     2. Partial Tenders; Withdrawals. Tenders of outstanding notes will be accepted only in the principal amount of $2,000 and integral multiples of $1,000 in excess thereof; provided, that any untendered portion of an outstanding note must be in a minimum denomination of $2,000. If less than the entire principal amount of outstanding notes

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evidenced by a submitted certificate is tendered, the tendering holder(s) must fill in the aggregate principal amount of outstanding notes tendered in the column entitled “Aggregate Principal Amount of Outstanding Notes Being Tendered” in Box 1 above. A newly issued certificate for the outstanding notes submitted but not tendered will be sent to such holder promptly after the Expiration Date, unless otherwise provided in the appropriate box on this Letter of Transmittal. All outstanding notes delivered to the Exchange Agent will be deemed to have been tendered in full unless otherwise clearly indicated. Outstanding notes tendered pursuant to the exchange offer may be withdrawn at any time prior to the Expiration Date, after which tenders of outstanding notes are irrevocable.

     To be effective with respect to the tender of outstanding notes, a written notice of withdrawal (which may be by telegram, telex, facsimile or letter) must: (i) be received by the Exchange Agent at the address for the Exchange Agent set forth above prior to the Expiration Date; (ii) specify the name of the person who tendered the outstanding notes to be withdrawn; (iii) identify the outstanding notes to be withdrawn (including the principal amount of such outstanding notes, or, if applicable, the certificate numbers shown on the particular certificates evidencing such outstanding notes and the principal amount of outstanding notes represented by such certificates); (iv) include a statement that such holder is withdrawing its election to have such outstanding notes exchanged; (v) specify the name in which any such outstanding notes are to be registered, if different from that of the withdrawing holder; and (vi) be signed by the holder in the same manner as the original signature on this Letter of Transmittal (including any required signature guarantee). The Exchange Agent will return the properly withdrawn outstanding notes promptly following receipt of notice of withdrawal. If outstanding notes have been tendered pursuant to the procedure for book-entry transfer, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn outstanding notes or otherwise comply with the book-entry transfer facility’s procedures. All questions as to the validity, form and eligibility of notices of withdrawals, including time of receipt, will be determined by the Company, and such determination will be final and binding on all parties.

     Any outstanding notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer. Any outstanding notes which have been tendered for exchange but which are not accepted for exchange for any reason will be returned to the holder thereof without cost to such holder (or, in the case of outstanding notes tendered by book-entry transfer into the Exchange Agent’s account at the book entry transfer facility pursuant to the book-entry transfer procedures described above, such outstanding notes will be credited to an account with such book-entry transfer facility specified by the holder) promptly after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn outstanding notes may be retendered by following one of the procedures described under the caption “The Exchange Offer —Procedures for Tendering Outstanding Notes” in the Prospectus at any time prior to the Expiration Date.

     Neither the Company, any affiliate or assigns of the Company, the Exchange Agent nor any other person will be under any duty to give any notification of any irregularities in any notice of withdrawal or incur any liability for failure to give such notification (even if such notice is given to other persons).

     3. Beneficial Owner Instructions. Only a holder of outstanding notes (i.e., a person in whose name outstanding notes are registered on the books of the registrar or, or, in the case of outstanding notes held through book-entry, such book-entry transfer facility specified by the holder), or the legal representative or attorney-in-fact of a holder, may execute and deliver this Letter of Transmittal. Any beneficial owner of outstanding notes who wishes to accept the exchange offer must arrange promptly for the appropriate holder to execute and deliver this Letter of Transmittal on his or her behalf through the execution and delivery to the appropriate holder of the “Instructions to Registered Holder from Beneficial Owner” form accompanying this Letter of Transmittal.

     4. Signature on this Letter of Transmittal; Written Instruments and Endorsements; Guarantee of Signatures. If this Letter of Transmittal is signed by the registered holder(s) (which term, for the purposes described herein, shall include the person whose name appears on a security position listing of the book-entry transfer facility as the owner of the outstanding notes) of the outstanding notes tendered hereby, the signature must correspond exactly with the name(s) as written on the face of the certificates (or on such security position listing) without alteration, addition, enlargement or any change whatsoever.

     If any of the outstanding notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

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     If a number of outstanding notes registered in different names are tendered, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal (or facsimiles thereof) as there are different registrations of outstanding notes.

     When this Letter of Transmittal is signed by the registered holder(s) of outstanding notes (which term, for the purposes described herein, shall include the person whose name appears on a security position listing of the book-entry transfer facility as the owner of the outstanding notes) listed and tendered hereby, no endorsements of certificates or separate written instruments of transfer or exchange are required. If, however, this Letter of Transmittal is signed by a person other than the registered holder(s) of the outstanding notes listed or the exchange notes are to be issued, or any untendered outstanding notes are to be reissued, to a person other than the registered holder(s) of the outstanding notes, such outstanding notes must be endorsed or accompanied by separate written instruments of transfer or exchange in form satisfactory to the Company and duly executed by the registered holder, in each case signed exactly as the name or names of the registered holder(s) appear(s) on the outstanding notes and the signatures on such certificates must be guaranteed by an Eligible Guarantor Institution. If this Letter of Transmittal, any certificates or separate written instruments of transfer or exchange are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Company, submit proper evidence satisfactory to the Company, in its sole discretion, of such persons’ authority to so act.

     Endorsements on certificates for the outstanding notes or signatures on bond powers required by this Instruction 4 must be guaranteed by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or another “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (an “Eligible Guarantor Institution”).

     Signatures on this Letter of Transmittal must be guaranteed by an Eligible Guarantor Institution, unless outstanding notes are tendered: (i) by a registered holder (which term, for the purposes described herein, shall include the person whose name appears on a security position listing of the book-entry transfer facility as the owner of the outstanding notes) who has not completed the box entitled “Special Registration Instructions” or “Special Delivery Instructions” on this Letter of Transmittal; or (ii) for the account of an Eligible Guarantor Institution.

     5. Special Registration and Delivery Instructions. Tendering holders should indicate, in the applicable Box 6 or Box 7, the name and address in/to which the exchange notes and/or certificates for outstanding notes not exchanged are to be issued or sent, if different from the name(s) and address(es) of the person signing this Letter of Transmittal. In the case of issuance in a different name, the tax identification number or social security number of the person named must also be indicated. A holder tendering the outstanding notes by book-entry transfer may request that the outstanding notes not exchanged be credited to such account maintained at the book-entry transfer facility as such holder may designate. See Box 4.

     If no such instructions are given, the exchange notes (and any outstanding notes not tendered or not accepted) will be issued in the name of and sent to the holder signing this Letter of Transmittal or deposited into such holder’s account at the applicable book-entry transfer facility.

     6. Transfer Taxes. The Company shall pay all transfer taxes, if any, applicable to the transfer and exchange of the outstanding notes to it or its order pursuant to the exchange offer. If, however, the exchange notes are delivered to or issued in the name of a person other than the registered holder, if the exchange notes are registered in the name of any person other than the person signing this Letter of Transmittal, or if a transfer tax is imposed for any reason other than the transfer and exchange of outstanding notes to the Company or its order pursuant to the exchange offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other person) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering holder.

     Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the outstanding notes listed in this Letter of Transmittal.

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     7. Waiver of Conditions. The Company reserves the absolute right to waive, in whole or in part, any of the conditions to the exchange offer set forth in the Prospectus.

     8. Mutilated, Lost, Stolen or Destroyed Securities. Any holder whose outstanding notes have been mutilated, lost, stolen or destroyed, should promptly contact the Exchange Agent at the address set forth on the first page hereof for further instructions. The holder will then be instructed as to the steps that must be taken in order to replace the certificate(s). This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen certificate(s) have been completed.

     9. No Conditional Tenders; No Notice of Irregularities. No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders, by execution of this Letter of Transmittal, shall waive any right to receive notice of the acceptance of their outstanding notes for exchange. The Company reserves the right, in its reasonable judgment, to waive any defects, irregularities or conditions of tender as to particular outstanding notes. The Company’s interpretation of the terms and conditions of the exchange offer (including the instructions in this Letter of Transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of outstanding notes must be cured within such time as the Company shall determine. Although the Company intends to notify holders of defects or irregularities with respect to tenders of outstanding notes, neither the Company, the Exchange Agent nor any other person is under any obligation to give such notice nor shall they incur any liability for failure to give such notification. Tenders of outstanding notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any outstanding notes received by the Exchange Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Exchange Agent to the tendering holder promptly following the Expiration Date.

     10. IRS Form W-9 and Form W-8. Each tendering holder must either (i) provide the Exchange Agent with a correct taxpayer identification number (“TIN”) (generally the holder’s social security or federal employer identification number), and certain other information, on Internal Revenue Service (“IRS”) Form W-9 (a substitute of which is provided herein), and certify, under penalty of perjury, that (a) such TIN is correct, (b) such holder is not subject to backup withholding, and (c) such holder is a United States person, or (ii) establish another basis for exemption from backup withholding. Certain holders are not subject to backup withholding. See the enclosed Substitute IRS Form W-9 for additional instructions. A foreign person (including a foreign corporation) may qualify as an exempt recipient by submitting to the Exchange Agent an appropriate IRS Form W-8, property completed and signed under penalties of perjury, attesting to that holder’s exempt status. IRS Forms W-8 can be obtained from the Exchange Agent or via the IRS website at www.irs.gov.

     11. Requests for Assistance or Additional Copies. Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent at the address and telephone number set forth on the first page hereof.

     IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE OR COPY THEREOF (TOGETHER WITH CERTIFICATES FOR OUTSTANDING NOTES) OR CONFIRMATION OF BOOK-ENTRY TRANSFER (INCLUDING AN AGENT’S MESSAGE) AND ALL OTHER REQUIRED DOCUMENTS OR A NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.

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IMPORTANT TAX INFORMATION

PURSUANT TO U.S. TREASURY DEPARTMENT CIRCULAR 230, HOLDERS ARE HEREBY NOTIFIED THAT: (A) ANY DISCUSSION OF U.S. FEDERAL TAX MATTERS CONTAINED OR REFERRED TO IN THIS LETTER OF TRANSMITTAL IS NOT INTENDED OR WRITTEN BY US TO BE USED, AND CANNOT BE USED BY ANY TAXPAYER, FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON THE TAXPAYER UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED; (B) THIS DISCUSSION IS WRITTEN TO SUPPORT THE PROMOTION OR MARKETING OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN; AND (C) A TAXPAYER SHOULD SEEK ADVICE BASED ON ITS PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.

     Under U.S. federal income tax law, a tendering holder whose outstanding notes are accepted for exchange may be subject to backup withholding (currently at a rate of 28%) unless the holder provides the Exchange Agent with either (i) such holder’s correct TIN on the Substitute Form W-9 attached hereto, certifying under penalties of perjury (A) that the TIN provided on Substitute Form W-9 is correct (or that such holder of outstanding notes is awaiting a TIN), (B) that the holder of outstanding notes is not subject to backup withholding because (x) such holder of outstanding notes is exempt from backup withholding, (y) such holder of outstanding notes has not been notified by the IRS that he or she is subject to backup withholding as a result of a failure to report all interest or dividends or (z) the IRS has notified the holder of outstanding notes that he or she is no longer subject to backup withholding and (C) that the holder of outstanding notes is a “U.S. person” (including a U.S. resident alien) as defined in section 7701(a)(30) of the Internal Revenue Code of 1986, as amended; or (ii) an adequate basis for exemption from backup withholding. If such holder of outstanding notes is an individual, the TIN is such holder’s social security number. If the Exchange Agent is not provided with the correct TIN, the holder of outstanding notes may also be subject to certain penalties imposed by the IRS and any reportable payments that are made to such holder may be subject to backup withholding (see below).

     Certain holders of outstanding notes (including, among others, all corporations and certain foreign holders) are not subject to these backup withholding and reporting requirements. However, exempt holders of outstanding notes should indicate their exempt status on the Substitute Form W-9. For example, a corporation should complete the Substitute Form W-9, providing its TIN and indicating that it is exempt from backup withholding. In order for a foreign holder to qualify as an exempt recipient, the holder must submit a Form W-8BEN (or other applicable Form W-8), signed under penalties of perjury, attesting to that holder’s exempt status. A Form W-8BEN (or other applicable Form W-8) can be obtained from the Exchange Agent. See the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for more instructions. Holders are encouraged to consult their own tax advisors to determine whether they are exempt from these backup withholding and reporting requirements.

     Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the IRS, provided the required information is timely furnished. The Exchange Agent cannot refund amounts withheld by reason of backup withholding.

     A holder who does not have a TIN may check the box in Part 3 of the Substitute Form W-9 if the surrendering holder of outstanding notes has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 3 is checked, the holder of outstanding notes or other payee must also complete the Certificate of Awaiting Taxpayer Identification Number below in order to avoid backup withholding. Notwithstanding that the box in Part 3 is checked and the Certificate of Awaiting Taxpayer Identification Number is completed, the Exchange Agent will withhold 28% of all reportable payments made prior to the time a properly certified TIN is provided to the Exchange Agent and, if the Exchange Agent is not provided with a TIN within 60 days, such amounts will be paid over to the IRS. The holder of outstanding notes is required to give the Exchange Agent the TIN (e.g., social security number or employer identification number) of the record owner of the outstanding notes. If the outstanding notes are in more than one name or are not in the name of the actual owner, consult the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional guidance on which number to report.

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