S-4

As filed with the Securities and Exchange Commission on June 28, 2011

Registration No. 333-          

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

CAPELLA HEALTHCARE, INC.

(Exact name of registrants as specified in their charters)

Delaware	8062	20-2767829
(State or other jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization)	Classification Code Number)	Identification No.)

SEE TABLE OF ADDITIONAL REGISTRANTS

501 Corporate Centre Drive, Suite 200
Franklin, Tennessee 37067
(615) 764-3000
(Address, including zip code, and telephone number, including area code, of registrants’ principal executive offices)

Daniel S. Slipkovich
Chief Executive Officer
Capella Healthcare, Inc.
501 Corporate Centre Drive, Suite 200
Franklin, Tennessee 37067
(615) 764-3000
(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:
J. Chase Cole, Esq.
David C. Head, Esq.
Waller Lansden Dortch & Davis, LLP
511 Union Street, Suite 2700
Nashville, Tennessee 37219
(615) 244-6380

     Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this Registration Statement.

     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, 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.

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

     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

CALCULATION OF REGISTRATION FEE

		Proposed maximum	Proposed maximum
Title of each class of	Amount to be	offering price	aggregate offering price	Amount of
securities to be registered	registered	per note	(1)	registration fee
91/4% Senior Notes due 2017	$500,000,000	100%	$500,000,000	$58,050
Guarantees of 91/4% Senior Notes due 2017(2)	N/A	—	—	N/A(3)

(1)	Estimated solely for the purpose of calculating the registration fee under Rule 457(f) of the Securities Act of 1933, as amended (the “Securities Act”).
(2)	See inside facing page for table of registrant guarantors.
(3)	Pursuant to Rule 457(n) under the Securities Act, no separate filing fee is required for the guarantees.

     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 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS

		Primary
	State or Other	Standard	I.R.S.
	Jurisdiction of	Industrial	Employer
	Incorporation	Classification	Identification
Name, Address and Telephone Number (1)	or Organization	Code Number	Number
Capella Holdings of Oklahoma, LLC	Delaware	8062	20-8308250
Capital Medical Center Holdings, LLC	Delaware	8062	14-1936331
Capital Medical Center Partner, LLC	Delaware	8062	62-1805349
CMCH Holdings LLC	Delaware	8062	26-4088312
Columbia Medical Group — South Pittsburg, Inc.	Tennessee	8062	62-1639105
Columbia Olympia Management, Inc.	Delaware	8062	62-1690140
Cullman County Medical Clinic, Inc.	Alabama	8062	63-1138503
Cullman Hospital Corporation	Alabama	8062	63-1157234
Cullman Surgery Venture Corp.	Delaware	8062	74-3042199
Farmington Clinic Company, LLC	Missouri	8062	20-4795191
Farmington Heart & Vascular Center, LLC	Delaware	8062	27-0888641
Farmington Hospital Corporation	Missouri	8062	20-4795037
Farmington Missouri Hospital Company, LLC	Missouri	8062	20-4795132
Grandview Physician Group, LLC	Tennessee	8062	32-0142836
Hartselle Physicians, Inc.	Alabama	8062	63-1173620
Jacksonville Medical Professional Services, LLC	Delaware	8062	20-5957808
Jacksonville Surgical and Medical Affiliates, LLC	Delaware	8062	26-3311350
Lawton Holdings, LLC	Delaware	8062	26-4088357
Mineral Area Pharmacy and Durable Medical Equipment, LLC	Missouri	8062	20-4890756
Muskogee Holdings, LLC	Delaware	8062	20-4088158
Muskogee Medical and Surgical Associates, LLC	Delaware	8062	26-4445694
Muskogee Physician Group, LLC	Delaware	8062	20-8493666
Muskogee Regional Medical Center, LLC	Delaware	8062	20-8308340
National Healthcare of Decatur Inc.	Delaware	8062	63-0928790
National Healthcare of Hartselle, Inc.	Delaware	8062	63-0928787
National Park Cardiology Services, LLC	Delaware	8062	26-4446655
National Park Family Care, LLC	Delaware	8062	27-4035448
National Park Physician Services, LLC	Delaware	8062	62-1762445
NPMC Holdings, LLC	Delaware	8062	26-4088237
NPMC, Home Health, LLC	Delaware	8062	20-8449844
NPMC, LLC	Delaware	8062	20-4599508

		Primary
	State or Other	Standard	I.R.S.
	Jurisdiction of	Industrial	Employer
	Incorporation	Classification	Identification
Name, Address and Telephone Number (1)	or Organization	Code Number	Number
Oregon Healthcorp, LLC	Delaware	8062	62-1769632
Parkway Medical Clinic, Inc.	Alabama	8062	63-1138502
QHG of Jacksonville, Inc.	Alabama	8062	62-1637909
River Park Hospital, Inc.	Tennessee	8062	62-0811451
River Park Hospitalists, LLC	Tennessee	8062	03-0557520
River Park Physician Group, LLC	Delaware	8062	26-3798779
Russellville Holdings, LLC	Delaware	8062	62-1771866
Sequatchie Valley Urology, LLC	Tennessee	8062	32-0142834
Southwestern Emergency Department Physician Services, LLC	Oklahoma	8062	13-4229397
Southwestern Medical Center, LLC	Delaware	8062	62-1757662
Southwestern Neurosurgery Physicians, LLC	Oklahoma	8062	20-1084297
Southwestern Physician Services, LLC	Oklahoma	8062	57-1141094
Southwestern Radiology Affiliates, LLC	Delaware	8062	27-3256164
Southwestern Surgical Affiliates LLC	Delaware	8062	26-3311227
SP Acquisition Corp.	Tennessee	8062	62-1321262
Sparta Hospital Corporation	Tennessee	8062	62-1587742
St. Mary’s Holdings, LLC	Delaware	8062	26-4088270
St. Mary’s Physician Services, LLC	Delaware	8062	62-1769626
St. Mary’s Real Property, LLC	Delaware	8062	62-1762460
Western Washington Healthcare, LLC	Washington	8062	20-1275656
Willamette Valley Clinics, LLC	Delaware	8062	62-1766695
Willamette Valley Medical Center, LLC	Delaware	8062	62-1762552
WPC Holdco, LLC	Delaware	8062	62-1839545

(1) The address of each additional registrant’s principal executive office is c/o Capella Healthcare, Inc., 501 Corporate Centre Drive, Suite 200, Franklin, Tennessee 37067. The telephone number of each additional registrant is (615) 764-3000.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to completion, dated June 28, 2011

PROSPECTUS

Capella Healthcare, Inc.

Offer to Exchange
up to $500,000,000 9¹/4% Senior Notes due 2017
for up to $500,000,000 9¹/4% Senior Notes due 2017
that have been registered under the Securities Act of 1933

          We are offering to exchange up to $500,000,000 aggregate principal amount of our 9¹/4% Senior Notes due 2017 and the related guarantees that have been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the “exchange notes,” for our currently outstanding 9¹/4% Senior Notes due 2017 and the related guarantees that have not been registered under the Securities Act, or the “outstanding notes.” We sometimes refer to the outstanding notes and the exchange notes collectively as the “notes.”

Terms of the exchange notes offered in the exchange offer:

• The terms of the exchange notes are substantially identical to the terms of the outstanding notes, except that the exchange notes have been registered under the Securities Act and will not contain restrictions on transfer or any registration rights.

• The exchange notes will represent the same debt as the outstanding notes, and we will issue the exchange notes under the same indenture.

Terms of the exchange offer:

• All outstanding notes that you validly tender and do not validly withdraw before the exchange offer expires will be exchanged for an equal principal amount of the exchange notes.

• The exchange offer expires at 5:00 p.m., New York City time, on      , 2011, unless extended.

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

• The exchange of exchange notes for outstanding notes will not be a taxable event for U.S. federal income tax purposes. Please read the discussion under the caption “Certain Material U.S. Federal Income Tax Considerations” for more information.

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

• We issued the outstanding notes in a transaction not requiring registration under the Securities Act, and as a result, their transfer is restricted. We are making the exchange offer to satisfy the registration rights of holders of the outstanding notes.

          There is no established trading market for the exchange notes or the outstanding notes, and we do not intend to apply for listing of the exchange notes on any securities exchange.

          Any broker-dealer who holds outstanding notes that were acquired for its own account as a result of market-making activities or other trading activities (other than outstanding notes acquired directly from us) may exchange such outstanding notes pursuant to this exchange offer; however, such broker-dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the exchange notes received by such broker-dealer in the exchange offer, which prospectus delivery requirements may be satisfied by the delivery by such broker-dealer of a copy of this prospectus. 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. We have agreed that, for a period of 180 days from the date on which the exchange offer registration statement is declared , we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

          You should carefully consider the Risk Factors beginning on page 20 of this prospectus before participating in the exchange offer.

          Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities 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

          You should rely only on the information contained in this prospectus and the accompanying letter of transmittal. We have not authorized any person to provide you with any information or represent anything about us or this exchange offer that is not contained or specifically referred to in this prospectus. 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 sell these exchange notes in any jurisdiction where an offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus.

TABLE OF CONTENTS

PROSPECTUS SUMMARY	1
RISK FACTORS	20
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	36
USE OF PROCEEDS	38
RATIO OF EARNINGS TO FIXED CHARGES	39
CAPITALIZATION	40
SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OPERATING DATA	41
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	45
BUSINESS	70
MANAGEMENT	96
COMPENSATION DISCUSSION AND ANALYSIS	100
EXECUTIVE COMPENSATION	103
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	109
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	112
DESCRIPTION OF OTHER INDEBTEDNESS	113
THE EXCHANGE OFFER	115
DESCRIPTION OF EXCHANGE NOTES	125
CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS	169
CERTAIN ERISA CONSIDERATIONS	170
PLAN OF DISTRIBUTION	172
LEGAL MATTERS	173
EXPERTS	173
WHERE YOU CAN FIND ADDITIONAL INFORMATION	173
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS	F-1
EX-3.1
EX-3.2
EX-3.3
EX-3.4
EX-3.5
EX-3.6
EX-3.7
EX-3.8
EX-3.9
EX-3.10
EX-3.11
EX-3.12
EX-3.13
EX-3.14
EX-3.15
EX-3.16
EX-3.17
EX-3.18
EX-3.19
EX-3.20
EX-3.21
EX-3.22
EX-3.23
EX-3.24
EX-3.25
EX-3.26
EX-3.27
EX-3.28
EX-3.29
EX-3.30
EX-3.31
EX-3.32
EX-3.33
EX-3.34
EX-3.35
EX-3.36
EX-3.37
EX-3.38
EX-3.39
EX-3.40
EX-3.41
EX-3.42
EX-3.43
EX-3.44
EX-3.45
EX-3.46
EX-3.47
EX-3.48
EX-3.49
EX-3.50
EX-3.51
EX-3.52
EX-3.53
EX-3.53
EX-3.55
EX-3.56
EX-3.57
EX-3.58
EX-3.59
EX-3.60
EX-3.61
EX-3.62
EX-3.63
EX-3.64
EX-3.65
EX-3.66
EX-3.67
EX-3.68
EX-3.69
EX-3.70
EX-3.71
EX-3.72
EX-3.73
EX-3.74
EX-3.75
EX-3.76
EX-3.77
EX-3.78
EX-3.79
EX-3.80
EX-3.81
EX-3.82
EX-3.83
EX-3.84
EX-3.85
EX-3.86
EX-3.87
EX-3.88
EX-3.89
EX-3.90
EX-3.91
EX-3.92
EX-3.93
EX-3.94
EX-3.95
EX-3.96
EX-3.97
EX-3.98
EX-3.99
EX-3.100
EX-3.101
EX-3.102
EX-3.103
EX-3.104
EX-3.105
EX-3.106
EX-3.107
EX-3.108
EX-3.109
EX-3.110
EX-4.1
EX-4.3
EX-4.4
EX-4.5
EX-10.1
EX-10.2
EX-10.3
EX-10.4
EX-10.5
EX-10.6
EX-10.7
EX-10.8
EX-10.9
EX-10.10
EX-10.11
EX-10.12
EX-10.13
EX-10.14
EX-10.15
EX-10.16
EX-10.17
EX-10.18
EX-10.19
EX-10.20
EX-10.22
EX-10.23
EX-10.24
EX-10.25
EX-10.26
EX-10.27
EX-10.28
EX-10.29
EX-10.30
EX-12
EX-21
EX-23.2
EX-25.1
EX-99.1
EX-99.2

INDUSTRY AND MARKET DATA

     Market and industry data used throughout this prospectus, including information relating to our market position and population data, consists of good faith estimates based on data and reports compiled by industry professional organizations, such as Centers for Medicare & Medicaid Services (“CMS”) and the American Hospital Association (“AHA”) who may also rely on other third-party sources for their information, as well as the U.S. Census Bureau and on our management’s knowledge of our business and markets. We refer herein to our primary service areas (each, a “PSA”), which are generally determined by aggregating our inpatient admissions data to identify the zip codes in which 75% of our patients reside. Although we believe that the third-party sources upon which we have relied are reliable, we have not independently verified this information and we do not take any further responsibility for this data.

PROSPECTUS SUMMARY

     This prospectus summary highlights significant aspects of our business and this exchange offer, but it is not complete and does not contain all of the information that you should consider before deciding whether to exchange your outstanding notes for exchange notes. You should carefully read the entire prospectus, including the information presented under the sections entitled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus, before making a decision to participate in this exchange offer. This summary contains forward-looking statements that involve risks and uncertainties. Our actual results may differ significantly from the results discussed in the forward-looking statements as a result of certain factors, including those set forth in “Risk Factors” and “Special Note Regarding Forward-Looking Statements.”

     Unless otherwise noted, the term “Capella” refers to Capella Healthcare, Inc. and the terms the “Company,” “we,” “us” and “our” refer to Capella and its consolidated subsidiaries.

Our Company

     We are a leading provider of general and specialized acute care, outpatient and other medically necessary services in our primarily non-urban communities. We provide these services through a portfolio of acute care hospitals and complementary outpatient facilities and clinics. As of March 31, 2011, we operated 13 acute care hospitals (12 of which we own and one of which we lease pursuant to a long-term lease) comprised of 1,745 licensed beds in Arkansas, Alabama, Missouri, Oklahoma, Oregon, Tennessee and Washington. We are focused on enabling our facilities to maximize their potential to deliver high quality care in a patient-friendly environment. We invest our financial and operational resources to establish and support services that meet the needs of our communities. We seek to achieve our objectives by (i) providing exceptional quality care to our patients, (ii) establishing strong local management teams, physician leadership groups and hospital boards, (iii) developing deep physician and employee relationships and (iv) working closely with our communities.

     Our hospitals offer a broad range of general acute care services, including, for example, internal medicine, general surgery, cardiology, oncology, orthopedics, women’s services, neurology and emergency services. In addition, our facilities also offer other specialized and ancillary services, including, for example, psychiatric, diagnostic, rehabilitation, home health and outpatient surgery.

     Capella was formed in April 2005 by four former executives of Province Healthcare Company, formerly a publicly-traded operator of non-urban acute care hospitals (“Province Healthcare”), with the support of a significant equity commitment by certain investment funds affiliated with GTCR Golder Rauner II, L.L.C. (collectively with GTCR Golder Rauner, L.L.C. and certain other affiliated entities, referred to as “GTCR”). Since 2005, we have completed three significant acquisitions resulting in our current operation of 13 acute care hospitals and have added multiple ancillary outpatient centers and clinics. See “Business — Company Overview.”

     For the three months ended March 31, 2011, we generated net revenue and adjusted EBITDA of $208.5 million and $24.1 million, respectively. For the year ended December 31, 2010, we generated net revenue and adjusted EBITDA of $869.5 million and $95.7 million, respectively. For the year ended December 31, 2009, our first full calendar year of operations of all 13 current hospitals, we generated net revenue and adjusted EBITDA of $813.9 million and $95.7 million, respectively. For the three-year period ended December 31, 2010, our compounded annual net revenue and adjusted EBITDA growth were 11.3% and 8.0%, respectively. See “—Summary Historical Consolidated Financial and Operating Data” for a discussion and reconciliation of adjusted EBITDA.

Our Industry

     The U.S. healthcare industry is large and growing. According to CMS, total annual U.S. healthcare expenditures grew 4.0% in 2009 to $2.5 trillion, representing 17.6% of the U.S. gross domestic product. CMS projects total U.S. healthcare spending to grow by an average annual growth rate of 6.1% from 2009 through 2019.

     According to the AHA, in 2009 there were approximately 5,000 inpatient hospitals in the United States. The U.S. hospital industry is broadly defined to include acute care, rehabilitation and psychiatric facilities that are either

public (government owned and operated), not-for-profit (private, religious or secular) or for-profit institutions (investor owned). Ownership of hospitals is dominated by not-for-profit hospitals, which, in 2009, controlled 58% of the market, followed by state and local governments with 26% and for-profit hospitals with 16%.

     We believe well-capitalized and operations-focused providers of healthcare services will benefit from the current industry trends, some of which include:

     Demographics and Disease Trends. According to the U.S. Census Bureau, the demographic age group of persons aged 65 and over is expected to experience compounded annual growth of 3.0% over the next 20 years, and constitute 19.3% of the total U.S. population by 2030. CMS projects continued increases in hospital services based on the aging of the U.S. population, advances in medical procedures, expansion of health coverage, increasing consumer demand for expanded medical services and increased prevalence of chronic conditions such as diabetes, heart disease and obesity. We believe these factors will continue to drive increased utilization of healthcare services and the need for comprehensive, integrated hospital networks that can provide a wide array of essential and sophisticated healthcare.

     Quality-Driven Reimbursement. We believe the U.S. healthcare system is continuing to evolve in ways that favor large-scale, comprehensive and integrated providers that provide high levels of quality care. Specifically, we believe there are a number of initiatives that will continue to gain importance in the foreseeable future, including introduction of value-based payment methodologies tied to performance, quality and coordination of care, implementation of integrated electronic health records and information, and an increasing ability for patients and consumers to make choices about all aspects of healthcare. We have developed key processes and infrastructure that we believe enable us to meet or exceed the current established quality guidelines. We plan to continue to invest in quality initiatives and technology in order to meet the quality demands of our payors in the future. Currently, our CMS Core Measures composite results rank approximately at the national average. Based on our compliance with reporting requirements, we received full market basket reimbursement rates from Medicare in all of our facilities in 2009 and 2010.

     Specialized Services. We believe patients are gaining increased access to medical information and statistics and, as a result, are better informed when seeking specialized care and treatment alternatives. We believe facilities that provide specialized patient care in areas such as cardiology, oncology, orthopedics, women’s services and neurology, among others, will benefit from the increased demand for these services. We continually assess our markets and engage community and hospital leadership to develop specialized services to meet the demands of our patients. Examples of the services we developed, enhanced and/or expanded over the past several years include, among others, cardiology, oncology, orthopedic, neurology, behavioral health and women’s services programs.

     Consolidation. As a result of the recent economic pressures, we believe a large number of public and not-for-profit operators have been affected dramatically and are experiencing financial challenges. For-profit hospital operators with strong management and access to capital are well-positioned to act as strategic acquirers or partners to assist these financially challenged operators in achieving their long-term objectives of providing high quality, cost-effective care to the communities they serve. Our management team has a demonstrated track record of successfully identifying, acquiring and integrating facilities that meet our disciplined acquisition criteria. In addition, our management team maintains significant experience converting public and not-for-profit facilities to for-profit status. We believe some of the key elements in converting a hospital from not-for-profit status to for-profit status involves engaging local community leaders and committing to continued support of the hospital’s mission. Each of our hospitals has a Board of Trustees, which is comprised of physicians and local community leaders, as well as the hospital Chief Executive Officer (“CEO”). In addition, we support community programs and charitable organizations in our communities both financially and with volunteer time.

     Healthcare Reform. The Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010 (collectively, the “Affordable Care Act”) were signed into law on March 23, 2010 and March 30, 2010, respectively. The Affordable Care Act dramatically alters the United States healthcare system and is intended to decrease the number of uninsured Americans and reduce the overall cost of healthcare. 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, expanding the Medicare program’s use of value-based

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purchasing programs and tying hospital payments to the satisfaction of certain quality criteria. We believe, as a result of our physician alignment strategies as well as our continued focus on providing high quality, cost-effective healthcare, that we are well-positioned to capitalize on the opportunities and face the challenges that are likely to arise as a result of the enactment of the Affordable Care Act. As the legislation will be implemented over the next several years, the extent of the impact on our business from expected increased patient volumes, an increased number of insured patients, reimbursement cuts and other program changes cannot be determined at this time.

Our Competitive Strengths

     We believe the significant factors allowing us to implement our mission and business strategies successfully include the following:

• Commitment to Delivery of Patient Care Excellence. We believe providing patient care excellence is critical to attracting patients, physicians, medical staff and employees to our facilities. In addition, providing high quality patient care is increasingly vital to achieving our operating and financial success, including receiving full reimbursement from governmental and commercial insurance payors. As a result, we have implemented several management and operating initiatives aimed at continuously monitoring and improving our quality of care. We believe several factors contribute to providing patient care excellence, including leadership and accountability at all levels of our organization, aligning ourselves with quality physicians and clinical staff, as well as providing a clinical environment that is satisfactory to our patients, physicians and employees. To support these initiatives, each of our hospitals has a Chief Quality Officer (“CQO”) who is responsible for implementing and monitoring our quality training and operating programs. In addition, we have Boards of Trustees and Local Physician Leadership Groups (“LPLGs”) at each of our facilities, a Physician Advisory Group (“PAG”), a National Physician Leadership Group (“NPLG”) and several on-line training tools, which are focused on delivering patient care excellence, clinical best practices and results in our hospitals. In January 2011, we added a Chief Medical Officer (“CMO”) to our senior management team to assume leadership responsibility for facilitating the work of our NPLG, ensuring that physician leaders across the Company are continuously involved in shaping our vision and future strategies. The CMO is also responsible for providing leadership for our affiliated hospitals’ quality and service excellence initiatives as well as for on-going communication with medical staff members. Furthermore, we strive continually to improve physician and employee satisfaction, which we believe is critical to delivering quality patient care. Our satisfaction review program is instrumental in identifying ways to improve quality of care in each of our facilities. Some of the results of our efforts include:

• accreditation of all of our hospitals, including 12 by The Joint Commission and one by the American Osteopathic Association;

• in spring of 2011, The Joint Commission recognized eight of our hospitals for significant improvement and/or consistent high performance in various elements of the core measures and invited them to participate in the pilot-testing of Solutions Exchange, a program to help other hospitals throughout the nation;

• Parkway Medical Center was ranked in the top 1% of all U.S. hospitals by Data Advantage Hospital Value Index (“HVI”) and was recognized as a center of excellence in bariatric surgery in 2010;

• Capital Medical Center received a #1 ranking in the state of Washington by HealthGrades for its orthopedic program in 2010 and a Best in Country, Top 10 in the state of Washington by HealthGrades for general surgery in 2011;

• Southwestern Medical Center was the first hospital in southwest Oklahoma to receive certification from The Joint Commission for its stroke program and, in 2011, earned its fifth consecutive accreditation from the Commission on Accreditation of Rehabilitation Facilities;

• Muskogee Regional Medical Center earned accreditation from the Oklahoma State Medical Association as a sponsor of Continuing Medical Education in 2010 and earned Quality Respiratory Care Recognition from the American Association for Respiratory Care in 2010 and 2011;

• Willamette Valley Medical Center was named a “Best Value in the State of Oregon” for 2009 and 2010 by the Press Ganey Hospital Value Index;

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• River Park Hospital earned its third consecutive national Chest Pain Center accreditation in 2010 from the Society of Chest Pain Centers;

• Mineral Area Regional Medical Center was named a 2011 “Excellence through Insight” award recipient in the category of “Overall Physician Satisfaction” by HealthStream Research;

• National Park Medical Center was named to HomeCare Elite in 2010, which is the top 5% of high performance home health agencies in the U.S.; and

• improved physician and employee satisfaction scores in 2010, as measured by an independent, third-party, nationally-recognized survey administrator.

• Diversified Portfolio of Assets with Strong Market Positions in Attractive Communities. We maintain the top market position in six, the second position in six and the third position in one of our markets based on inpatient admissions in our PSAs. We diversified our asset base by entering new geographic markets through successful acquisitions. Our top three states, Arkansas, Oklahoma and Oregon, which contain five of our hospitals, accounted for 25.6%, 21.7% and 12.7% of our 2010 net revenue, respectively, and 25.6%, 20.9% and 12.8% of our net revenue, respectively, for the three month period ended March 31, 2011.

• Strategic Physician Recruitment and Retention. We have been successful in implementing our strategic physician recruitment and retention plan. In the summer of 2008, we commissioned an independent consulting group to perform a market needs analysis with a focus on the unserved medical needs of the community. From that analysis, we developed a strategic recruitment plan to meet each of our market’s healthcare needs. Executing that plan, we recruited 61 physicians in 2008; 72 in 2009; and 68 in 2010. During 2010, 42.6% were specialists in areas such as general surgery, cardiology, women’s services and, orthopedics. The remainder were primary care physicians, including hospitalists and physicians practicing in areas such as family medicine, internal medicine and pediatrics.

• Proven Ability to Instill Operational Excellence in Acquired Facilities. We have acquired and integrated 14 hospitals successfully since our inception in 2005. Once we acquire a facility, we implement a customized strategic plan focused on leadership, quality, physician engagement and recruitment, capital investment, cost initiatives and enhancing key services. We believe our ability to increase revenue, operating margins and cash flow at acquired facilities is the direct result of our disciplined approach to expanding and improving key services, recruiting physicians to provide these services, streamlining costs, enhancing relationships with our physicians and employees and implementing a targeted capital investment program. In addition, our senior management team has an average of more than 28 years of experience in hospital operations, with three members of our senior management team having been either a hospital CEO or Chief Financial Officer (“CFO”).

• Strategic Capital Investments Resulting in Well Capitalized Facilities. We have not been required to make significant capital investments renovating or repairing our facilities because the hospitals we acquired typically have been capitalized and maintained well by their previous owners. For example, Willamette Valley Medical Center completed an approximately $37 million renovation and expansion project in November 2007 (we acquired it in March 2008) and Muskogee Regional Medical Center was in the process of completing an approximately $31 million renovation and expansion project in April 2007 when we entered into a long-term lease for that facility. Although we monitored the project’s completion, the lessor bore the cost of renovation and expansion. We have invested in targeted growth initiatives, primarily focused on new and enhanced services. We have invested a total of approximately $68.0 million in our facilities over the three-year period ended December 31, 2010. Major projects funded by us include (i) approximately $9 million in renovations and expansions to operating rooms, the intensive care unit and the cancer center at Southwestern Medical Center that were completed in 2008; (ii) aggregate of approximately $5.2 million for the purchase of a linear accelerator and medical oncology and radiation therapy renovations at Capital Medical Center that were also completed in 2008; and (iii) approximately $3.4

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million for Novalis Tx radiation oncology equipment at Muskogee Regional Medical Center in 2010. We believe that our continued commitment to invest in our communities and facilities will further strengthen our quality of care and our ability to recruit and retain leading physicians and healthcare professionals.

•

Experienced Senior Management and Leadership Teams. Our senior management team has an average of more than 28 years of experience in the healthcare industry with a proven record of achieving strong operating results while operating with significant leverage. The senior management team is highly respected in the hospital industry, has significant experience in acquiring, improving and managing hospitals and has demonstrated its ability to integrate hospitals effectively without reducing its focus on existing operations. In addition, the average experience of our current hospital CEOs is approximately 25 years.

Our Business Strategy

     The key elements of our business strategy are:

• Enhancing Quality of Care and Service Excellence. We place significant emphasis on consistently providing high quality patient care and service excellence. We seek to achieve this by continuously enhancing our programs and protocols through targeted investments in our employees, physicians, systems and strategic growth initiatives. We believe value based purchasing initiatives of both governmental and private payors, such as linking payment for healthcare services to performance on objective quality measures, will increasingly become key drivers of financial performance. Examples of these initiatives include denying payment for avoidable hospital re-admissions and bundling payments for acute care services with physician or post-acute services. We believe our continued strategic investments to improve patient care excellence will prepare us to face the challenges and capitalize on the opportunities relating to the ever-changing, pay-for-performance environment. Some of our strategic initiatives in quality and service excellence include:

• Emergency Rooms. Recently, we embarked on a multi-year strategy to enhance quality and improve operating efficiencies in our emergency rooms. This strategy involves implementing process improvement initiatives such as Lean for Healthcare techniques, which are designed to improve patient experiences through more efficient utilization of resources. As a result of this initiative, several members of our corporate and hospital staff have received Lean for Healthcare certifications. We also are making a significant investment in a leading emergency department information system, which is comprised of several modules that offer comprehensive patient management tools. The program provides appropriate and consistent guidelines for patient care excellence helping to ensure that proper screening, evaluation and treatment is performed.

• Local Physician Leadership Groups, or LPLGs. Our LPLGs are comprised of four to five physician leaders and our hospital CEO in each of our markets. The groups (i) provide ongoing dialogue with hospital administration; (ii) help develop key strategic initiatives for the hospital; and (iii) promote patient care excellence.

• Physician Advisory Group, or PAG. Our PAG is comprised of physician leaders across the Company. The group (i) provides clinical review and guidance related to information system design, build-out and workflow; (ii) advises us on physician communication and education; and (iii) identify opportunities where technology can be used to improve clinical processes and outcomes.

• National Physician Leadership Group, or NPLG. Our NPLG is comprised of one member of each LPLG and Capella senior management. The group (i) receives updates on Capella corporate strategy and vision; (ii) discusses quality of care issues and goals; (iii) promotes networking among Capella-affiliated physicians; (iv) offers advice on special projects where front line physician input is critical; and (v) allows members of the medical staff to have direct communication with members of Capella senior management.

• Chief Medical Officer. Our CMO is responsible for facilitating the work of our NPLG, ensuring that physician leaders from across the Company are continuously involved in shaping our vision and future strategies. The CMO is also responsible for providing leadership for our affiliated hospitals’ quality and service excellence initiatives as well as for on-going communication with medical staff members.

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• Training and Education. We provide the Capella Learning Center, a customized on-line learning center comprised of approximately 3,000 clinically based courses to all our staff. Our corporate CQO develops and implements a work plan for each of the hospitals based upon their specific needs. The hospital CQO and Chief Nursing Officer (“CNO”), in turn, develop individual educational work plans for each staff member at their facility. Usage of the Capella Learning Center is monitored by the corporate CQO and is reported to Capella senior management. We work with an independent consulting group to provide training in the areas of improving patient care processes as well as employee, physician and patient satisfaction. We believe this is a critical element in emphasizing our philosophy that, if our employees and physicians enjoy where they work and are intellectually stimulated, they will improve the quality care our patients receive. We will continue to survey our physicians and our employees on an annual basis to identify objectives for quality and satisfaction improvement.

• Compensation. We base the incentive compensation for our hospital administrative teams in significant part on achieving key individual and facility quality and service metrics such as performance on patient satisfaction surveys and other core measurements.

• Continued Physician Engagement and Alignment Initiatives. Our ability to meet the medical care needs of our communities and enhance and expand our services is highly dependent on our physician engagement strategies. We have a comprehensive recruiting program that is directed at the local level by our hospital CEOs and Boards of Trustees. We supplement our local teams with several third-party recruiting firms to assist us in identifying candidates that match the profile of our physician needs. We maintain a flexible approach to aligning our goals with our physician partners, including our willingness to recruit physicians through multi-year employment and/or income guarantee arrangements and to enter into joint venture and other collaborative arrangements. We added a CMO to our senior management team to assume leadership responsibility for facilitating the work of our NPLG, ensuring that physician leaders across the Company are continuously involved in shaping the Company’s vision and future strategies. In addition, we believe physicians are attracted to our hospitals because of several factors, including:

• our commitment to patient care excellence;

• our willingness to deploy strategic capital to improve the delivery of care;

• our focus on employing and developing high quality nursing and support staff; and

• our integration into, and support of, the communities we serve.

• Identifying and Establishing Strong Local Market Leadership. We empower our individual hospital management teams to develop comprehensive strategic plans and position their hospitals to meet the healthcare needs of the communities they serve. In addition to strong corporate oversight and resources, each of our local leadership teams is supported by a local Board of Trustees and a LPLG. The Board of Trustees is comprised of physicians and community leaders as well as the hospital CEO. We believe local community leaders are an important resource for our hospital CEOs to insure that we are being responsive to the needs of the communities we serve. Our LPLGs are typically comprised of local physician leaders as well as members of our hospital’s administration. These groups insure that we are providing patient care excellence, offering the appropriate medical services, maintaining high quality employees and recruiting the best physicians to our medical staff. Capella corporate provides continuous operational, financial and human resources support to our local teams and has designed programs that allow us to share best practices across our entire portfolio of facilities.

• Expanding the Services We Provide. Each year, we conduct in-depth strategic reviews of the major service lines offered at each of our facilities as well as market demand for additional services. We leverage our local market knowledge and information together with input and guidance from our local physician and community leaders to prioritize the healthcare services our communities are seeking. We then initiate a financial assessment and develop an investment plan that supports the expansion of the appropriate services. Focus areas include:

• expanding specialty medical services such as medical and radiation oncology, orthopedic, cardiovascular, neurology, behavioral health and women’s services;

• initiating and expanding outpatient services;

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• investing in medical equipment and technology to support our service lines;

• improving our efficiency to deliver better quality care in our emergency rooms; and

• enhancing patient, physician and employee satisfaction.

	We have engaged consultants and are working with our hospital CEOs to identify trends in service lines and areas for future expansion of services. We remain motivated to invest in our facilities in order to increase the quality and scope of services we provide, meet the needs of our communities and establish a strong reputation so that we may continue to recruit leading physicians, become the healthcare provider of choice in our communities and increase the revenue and profitability of our facilities. For example, we re-introduced medical and radiation oncology to Capital Medical Center to meet the needs of that community. In coordination with this effort, we were able to recruit several medical and radiation oncologists to that facility. More recently, we were able to develop a total joint replacement program at Willamette Valley Medical Center. As part of this program, we were able to recruit three orthopedic surgeons to the market. The hospital’s reputation for quality and our local physicians’ participation helped this program come to fruition.
•	Pursuing Acquisitions and Strategic Relationships. We believe we will continue to have opportunities to pursue acquisitions of hospitals and other healthcare facilities both in existing and new markets. We will pursue a disciplined acquisition strategy in markets where we believe we can have the greatest impact on the financial and operational performance of the acquired facility. We will continue to target acute care hospitals and ancillary facilities in attractive, primarily non-urban markets with populations generally greater than 35,000. We have a focused criteria that cover multiple aspects of a new facility and include demographics, operational improvement, financial improvement and cultural alignment. We perform a significant amount of due diligence on each facility we intend to acquire to ensure that our criteria are met.
	As a result of the recent economic downturn, we believe many public and not-for-profit hospitals are facing significant financial challenges and could seek to partner with strong operators who are well capitalized and who demonstrate a willingness to invest in the communities they serve. We believe we meet these criteria. From time to time, we also may consider entering into joint ventures or strategic alliances with other hospitals and healthcare providers.
•	Investing in Technology to Improve Patient Care. The Health Information Technology for Economic and Clinical Health Act (“HITECH Act”) was enacted into law on February 17, 2009 as part of the American Recovery and Reinvestment Act of 2009 (“ARRA”). The HITECH Act includes provisions designed to increase the use of computerized physician order entry at hospitals and the use of electronic health records (“EHR”) by both physicians and hospitals. We believe that these systems improve quality, safety, efficiency and clinical outcomes. We intend to comply with the EHR meaningful use requirements of the HITECH Act to qualify for the maximum available Medicare and Medicaid incentive payments. We continue to refine our budgeted costs and the expected reimbursement improvements associated with our EHR initiatives. Consequently, we believe we may qualify for Medicare reimbursement at three of our hospitals in the fourth quarter of 2011 and already qualify for Medicaid reimbursement in three states. Implementing a standard emergency room management system across all hospitals is another example of our investing in information technology to improve patient care. This system, in conjunction with our other process improvement initiatives, helps to ensure that appropriate and consistent quality patient care is administered quickly and reliably to our emergency room patients. Additionally, the creation of our PAG is designed to foster collaboration with our physicians to assist us in providing patient care excellence through technological improvements.
•	Delivering Strong Financial Performance. We pride ourselves on maintaining disciplined financial policies aimed at growing revenue, improving margins and generating free cash flow. We will continue to focus on ways in which we can increase revenue from our existing facilities, including continued investments to expand services, physician recruitment to meet our communities’ needs and favorable managed care contracts. We are also focused on capitalizing on several operational efficiencies to improve our margins and free cash flow, including:

• continued focus on revenue cycle management and collections;

• disciplined deployment of capital across our portfolio;

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• encouragement and motivation of our physicians and medical staff to adhere to our established protocols related to medical supplies utilization;

• infrastructure build-out to support our growing physician clinic operations;

• implementation of appropriate staffing tools and continued reduction of contract labor; and

• leveraged technical expertise through use of our corporate resources.

The Refinancing

     In June 2010, we completed a comprehensive refinancing plan (the “Refinancing”). Under the Refinancing, we issued the outstanding notes and entered into a new senior secured asset based loan (“ABL”), consisting of a $100.0 million revolving credit facility maturing in November 2014 (the “2010 Revolving Facility”). The proceeds from the issuance of the outstanding notes were used to repay the outstanding principal and interest related to our previous term loan facility and to pay fees and expenses relating to the Refinancing of approximately $21.7 million. At March 31, 2011, there were no amounts outstanding under the ABL.

Recent Developments

     On June 17, 2011, a subsidiary of Capella that owns a majority interest in White County Community Hospital, LLC, which owns and operates White County Community Hospital in Sparta, Tennessee, signed a definitive purchase agreement to acquire a 60% interest in Cannon County Hospital, LLC, which owns and operates DeKalb Community Hospital and Stones River Hospital (the “CCH Transaction”). Upon completion of the CCH Transaction, Capella will own majority interests in DeKalb Community Hospital and Stones River Hospital and will manage each of those facilities pursuant to management agreements. The CCH Transaction is expected to close at the end of the second quarter of 2011.

Additional Information

     Capella is organized in Delaware. Our principal executive offices are located at 501 Corporate Centre Drive, Suite 200, Franklin, Tennessee 37067 and our telephone number at that address is (615) 764-3000. Our corporate website address is www.capellahealth.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 this information.

Our Principal Investor

     Founded in 1980, GTCR is a leading private equity firm focused on investing in growth companies in the healthcare, financial services and information technology industries. The Chicago-based firm identifies and partners with industry leaders as the critical first step in identifying, acquiring and building market-leading companies through acquisitions and organic growth. Since its inception, GTCR has invested more than $8.5 billion in over 200 companies.

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(1)	As of March 31, 2011. Comprised of shares of common stock.
(2)	Captive insurance company.
(3)	Joint ventures currently own and operate (i) Capital Medical Center, White County Community Hospital and National Park Medical Center in which physicians hold interests representing approximately 9.75%, 16.20% and 4.96%, respectively, of the equity ownership of these facilities; and (ii) outpatient centers in which Capella holds a minority interest. Following the closing of the CCH Transaction, physicians will hold interests representing approximately 12.275% of the equity ownership in White County Community Hospital, and a joint venture will own and operate DeKalb Community Hospital and Stones River Hospital, each of which are owned by Cannon County Hospital, LLC, in which physicians will hold interests representing approximately 40% of the equity ownership of Cannon County Hospital, LLC.

Risk Factors

     You should consider carefully all of the information set forth in this prospectus prior to exchanging your outstanding notes. In particular, we urge you to consider carefully the factors set forth under the heading “Risk Factors.”

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The Exchange Offer

     On June 28, 2010, we completed a private offering of the outstanding notes. We entered into a registration rights agreement with the initial purchasers of the outstanding notes in which we agreed to deliver to you this prospectus and to complete an exchange offer for the outstanding notes. Below is a summary of the exchange offer.

Outstanding Notes	$500,000,000 aggregate principal amount of 91/4% Senior Notes due 2017.
Exchange Notes	Up to $500,000,000 aggregate principal amount of 91/4% Senior Notes due 2017, which have been registered under the Securities Act. The form and terms of the exchange notes are identical in all material respects to those of the outstanding notes, except that the transfer restrictions and registration rights relating to the outstanding notes do not apply to the exchange notes.
Exchange Offer	We are offering to issue up to $500,000,000 aggregate principal amount of the exchange notes in exchange for a like principal amount of the outstanding notes to satisfy our obligations under the registration rights agreement that was executed when the outstanding notes were issued in a transaction in reliance upon the safe harbors from registration provided by Rule 144A and Regulation S of the Securities Act. Outstanding notes may be tendered in minimum denominations of $2,000 and integral multiples of $1,000. We will issue the exchange notes promptly after expiration of the exchange offer. See “The Exchange Offer — Terms of the Exchange Offer.”
Resale	Based on an interpretation by the staff of the Securities and Exchange Commission (the “SEC”) set forth in no-action letters issued to third parties, we believe that the exchange notes issued under the exchange offer for the 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, if:

• you are not our affiliate;

• 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;

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

• you are not acting on behalf of any person who could not truthfully make the foregoing representations.

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 (other than outstanding notes acquired directly from us), you must acknowledge that you will deliver this prospectus in connection with any resale of the exchange notes. See “Plan of Distribution.”

Any holder of outstanding notes who:

• is our affiliate;

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• does not acquire exchange notes in the ordinary course of its business; or

• tenders its outstanding notes in the exchange offer with the intention to participate, or the purpose of participating, or has any arrangement or understanding with any person to participate, in a distribution of exchange notes

	cannot rely on the position of the staff of the SEC enunciated in Morgan Stanley & Co. Incorporated (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in Shearman & Sterling (available July 2, 1993), and similar no-action letters and, in the absence of an exemption therefrom, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes.
Expiration Date	The exchange offer will expire at 5:00 p.m., New York City time, on      , 2011, unless we decide to extend it.
Conditions to the Exchange Offer	The exchange offer is subject to customary conditions, which we may waive. See the discussion below under the caption “The Exchange Offer — Certain Conditions to the Exchange Offer” for more information regarding the conditions to the exchange offer.
Procedures for Tendering Outstanding Notes	To participate in the exchange offer, you must complete, sign and date the letter of transmittal and send it, together with all other documents required by the letter of transmittal, including the outstanding notes that you wish to exchange, to U.S. Bank National Association, as exchange agent, at the address indicated on the cover page of the letter of transmittal. In the alternative, you can tender your outstanding notes by following the procedures for book-entry transfer described in this prospectus.
	If your outstanding notes are held through The Depository Trust Company (“DTC”) and you wish to participate in the exchange offer, you may do so through the Automated Tender Offer Program of DTC. If you tender under this program, you will agree to be bound by the letter of transmittal that we are providing with this prospectus as though you had signed the letter of transmittal. By signing the letter of transmittal or authorizing the transmission of the agent’s message, you will represent to us that, among other things:

• you are not an affiliate of Capella;

• you are not engaged in, and do not intend to engage in, and have no arrangement or understanding with any person to participate in, a distribution of the exchange notes;

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

• you are not acting on behalf of any person who could not truthfully make the foregoing representations.

If you are a broker-dealer who holds outstanding notes that were acquired for your own account as a result of market marking activities or other trading activities (other than outstanding notes acquired directly from us), that you will deliver a prospectus in connection with any resale of such exchange notes.

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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 to the exchange agent, or you cannot comply with the procedures under DTC’s Automated Tender Offer Program prior to the expiration date, you must tender your outstanding notes according to the guaranteed delivery procedures set forth in this prospectus under “The Exchange Offer — Guaranteed Delivery Procedures.”
Withdrawal	You may withdraw your tender of outstanding notes at any time prior to the expiration date of the exchange offer. To withdraw, the exchange agent must receive notice of withdrawal, which may be by facsimile, at its address indicated on the cover page of the letter of transmittal before 5:00 p.m., New York City time, on the expiration date of the exchange offer, or you must comply with the appropriate procedures of DTC’s Automated Tender Offer Program system.
Acceptance of Outstanding Notes	If you fulfill all conditions required for proper acceptance of outstanding notes, we will accept any and all outstanding notes that you properly tender in the exchange offer on or before 5:00 p.m., New York City time, on the expiration date. We will return any outstanding notes that we do not accept for exchange to you as promptly as practicable after the expiration date and acceptance of the outstanding notes for exchange. See “The Exchange Offer — Terms of the Exchange Offer.”
Effect on Holders of Outstanding Notes	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 applicable 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, except we will not have any further obligation to you to provide for the exchange and registration of untendered outstanding notes under the registration rights agreement. To the extent that outstanding notes are tendered and accepted in the exchange offer, any trading market that may develop for outstanding notes that are not so tendered and accepted could be adversely affected.

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Certain U.S. Federal Income Tax Consequences	The exchange of outstanding notes for exchange notes in the exchange offer will not be a taxable event for U.S. federal income tax purposes. See “Certain Material U.S. Federal Income Tax Considerations.”
Regulatory Approvals	Other than compliance with the Securities Act and qualification of the indentures governing the notes under the Trust Indenture Act of 1939 (the “Trust Indenture Act”), there are no federal or state regulatory requirements that must be complied with or approvals that must be obtained in connection with the exchange offer.
Use of Proceeds	We will not receive any cash proceeds from the issuance of the exchange notes in the exchange offer. See “Use of Proceeds.”
Fees and Expenses	We will bear all expenses related to soliciting tenders. See “The Exchange Offer — Fees and Expenses.”
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. 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 currently anticipate that we will register the outstanding notes under the Securities Act.
Exchange Agent	We have appointed U.S. Bank National Association as exchange agent for the exchange offer. You should direct questions and requests for assistance, requests for additional copies of this prospectus or the letter of transmittal and requests for the notice of guaranteed delivery to the exchange agent addressed as follows: U.S. Bank National Association, 60 Livingston Avenue, St. Paul, MN 55107, Attn: Specialized Finance Dept. Eligible institutions may make requests by facsimile at (651) 495-8158.

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The Exchange Notes

     The summary below describes the principal terms of the exchange notes. Certain of the terms and conditions described below are subject to important limitations and exceptions. The “Description of Exchange Notes,” section of this prospectus contains more detailed descriptions of the terms and conditions of the outstanding notes and exchange notes. The exchange notes will have terms identical in all material respects to the outstanding notes, except that the exchange notes will not contain terms with respect to transfer restrictions, registration rights and additional interest for failure to observe certain obligations in the registration rights agreement.

Issuer	Capella Healthcare, Inc.
Notes Offered	$500,000,000 aggregate principal amount of 91/4% Senior Notes due 2017.
Maturity	The exchange notes will mature on July 1, 2017.
Interest Payments	January 1 and July 1 of each year after the date of issuance of the exchange notes, beginning on January 1, 2011.
Guarantees	The exchange notes will be guaranteed, jointly and severally, on a senior unsecured basis by all of our current and future Restricted Subsidiaries (as defined herein) that guarantee indebtedness, or are named borrowers, under our credit facility. See “Description of Exchange Notes — Subsidiary Guarantees.” The guarantee of each guarantor is a general unsecured obligations of the respective guarantors and will be:

• pari passu in right of payment to all existing and future senior unsecured debt of the respective guarantors; and

• senior in right of payment to all existing and future subordinated obligations of the respective guarantors.

Ranking The exchange notes will be our general senior unsecured obligations and will be:

• effectively subordinated to all our existing and future secured debt to the extent of the value of the assets securing that debt;

• pari passu in right of payment with all existing and future senior unsecured debt of Capella;

• senior in right of payment to all existing and future subordinated obligations of Capella; and

• fully and unconditionally guaranteed on a senior, unsecured basis by the guarantors.

Optional Redemption	At any time, we may redeem all or any portion of the exchange notes at our option on the redemption dates and at the redemption prices specified under “Description of Exchange Notes — Optional Redemption.”
	On or prior to July 1, 2013, we may on one or more occasions, at our option, apply funds equal to the proceeds from one or more equity offerings to redeem up to 35% of the notes at a redemption price of 109.250% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date.

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Offer to Repurchase	If we experience a change of control, we must offer to repurchase all of the exchange notes (unless otherwise redeemed) at a price equal to 101% of the aggregate principal amount of the notes, plus accrued and unpaid interest to the repurchase date. See “Description of Exchange Notes — Repurchase at the Option of Holders — Change of Control.”
	If we sell assets under certain circumstances, we must use the proceeds to make an offer to purchase exchange notes at a price equal to 100% of their principal amount, plus accrued and unpaid interest to the date of purchase. See “Description of Exchange Notes — Repurchase at the Option of Holders — Asset Sales.”
Covenants	The indenture contains covenants that, among other things, will limit our ability and the ability of our Restricted Subsidiaries to:

• incur more indebtedness and issue preferred stock;

• pay dividends, redeem stock or make other distributions;

• make investments;

• create liens;

• transfer or sell assets;

• merge or consolidate;

• enter into certain transactions with our affiliates; and

• enter into sale and lease back transactions.

No Prior Market The exchange notes will be freely transferable but will be new securities for which there will not initially be a market. We do not intend to list the exchange notes on any securities exchange. Accordingly, 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.

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Summary Historical Consolidated Financial and Operating Data

     The following summary historical consolidated financial and operating data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Selected Historical Consolidated Financial and Operating Data” and our consolidated financial statements and the accompanying notes included elsewhere in this prospectus. The summary historical consolidated financial data as of December 31, 2008, 2009 and 2010 and for the years ended December 31, 2008, 2009 and 2010, other than “Operating Data,” have been derived from our audited historical consolidated financial statements and related notes included elsewhere in this prospectus, which have been audited by Ernst & Young LLP. The summary historical consolidated financial data as of March 31, 2011 and for the three-month periods ended March 31, 2010 and 2011, other than “Operating Data,” have been derived from our unaudited historical consolidated financial statements and related notes included elsewhere in this prospectus. As a result of our rapid growth through numerous acquisitions, our operating results for the periods presented are not directly comparable.

										Three Months
	Year Ended December 31,									Ended March 31,
	2008(12)			2009			2010			2010(13)			2011(13)
	(Dollars in millions, except for operating data)
Statement of Operations Data:
Net revenue	$	702.4		$	813.9		$	869.5		$	210.3		$	208.5
Costs and expenses:
Salaries and benefits (includes stock compensation of $—, $0.1, $0.3, $0.1 and $0.1, respectively)		304.7			346.9			359.7			89.4			93.9
Supplies		96.8			109.7			119.6			29.2			30.5
Provision for bad debts		81.1			111.3			136.2			30.2			18.0
Other operating expenses		137.8			150.3			158.3			37.6			42.0
Depreciation and amortization		33.7			37.8			37.1			8.9			9.6
Interest, net		50.4			48.5			48.4			11.6			12.7
Management fee to related party		0.2			0.2			0.2			—			—
Loss on refinancing		22.4			—			20.8			—			—
Total costs and expense		727.1			804.7			880.3			206.9			206.7
Income (loss) from continuing operations before income taxes		(24.7	)		9.2			(10.8	)		3.4			1.8
Income taxes		5.5			2.2			3.2			0.8			0.9
Income (loss) from continuing operations		(30.2	)		7.0			(14.0	)		2.6			0.9
Income (loss) from discontinued operations, net of taxes		(1.9	)		(4.5	)		(0.2	)		(0.1	)		0.1
Net income (loss)	$	(32.1	)	$	2.5		$	(14.2	)	$	2.5		$	1.0
Less: Net income attributable to noncontrolling interests		0.5			0.9			1.5			0.4			0.6
Net income (loss) attributable to Capella Healthcare, Inc.	$	(32.6	)	$	1.6		$	(15.7	)	$	2.1		$	0.4
Other Financial Data:
Purchases of property and equipment, net	$	(19.9	)	$	(22.1	)	$	(26.1	)	$	(3.9	)	$	(4.0	)
Net cash provided by operating activities		35.8			35.5			65.9			9.2			0.6
Net cash used in investing activities		(337.1	)		(16.3	)		(23.8	)		(3.8	)		(2.5	)
Net cash provided by (used in) financing activities		307.8			(6.1	)		(13.4	)		(0.2	)		(0.7	)
Adjusted EBITDA(1)		82.0			95.7			95.7			23.9			24.1
Operating Data(2):
Number of hospitals at end of each period(3)		13			13			13			13			13
Licensed beds(4)		1,799			1,745			1,745			1,745			1,745
Admissions(5)		47,815			50,728			50,682			12,951			12,898

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Adjusted admissions(6)		93,468			101,405			104,023			25,388			26,020
Net revenue per adjusted admission	$	7,515		$	8,026		$	8,359		$	8,283		$	8,014
Patient days(7)		219,281			232,359			231,568			58,945			60,111
Average length of stay (days)(8)		4.6			4.6			4.6			4.6			4.7
Occupancy rate (licensed beds)(9)		33.3	%		36.5	%		36.4	%		37.5	%		38.6	%

							As of
	As of December 31,						March 31,
	2008(12)		2009		2010		2011
	(Dollars in millions)
Balance Sheet Data:
Cash and cash equivalents	$	6.4	$	19.6	$	48.3	$	45.7
Property, plant and equipment, net		475.9		461.7		450.7		445.1
Total assets		745.5		756.3		767.8		765.5
Long-term debt, including current portion		487.7		484.5		494.1		494.4
Working capital(10)		90.1		106.6		119.2		127.3

Three Months

Year Ended December 31,

Ended March 31,

2006

2007

2008

2009

2010

2010

2011

Ratio of earnings to fixed charges(11)

1.1x

1.1x

N/A

1.2x

N/A

1.3x

1.1x

(1)	“EBITDA,” a measure used by management to evaluate operating performance, is defined as net income plus (i) provision for income taxes, (ii) interest expense and (iii) depreciation and amortization. EBITDA is not a recognized term under generally accepted accounting principles in the United States and does not purport to be an alternative to net income as a measure of operating performance or to cash flows from operating activities as a measure of liquidity. Additionally, EBITDA is not intended to be a measure of free cash flow available for management’s discretionary use, as it does not consider certain cash requirements such as interest payments, tax payments and other debt service requirements. Management believes EBITDA is helpful in highlighting trends because EBITDA excludes the results of decisions that are outside the control of operating management and that can differ significantly from company to company depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which companies operate and capital investments. Management compensates for the limitations of using non-GAAP financial measures by using them to supplement GAAP results to provide a more complete understanding of the factors and trends affecting the business than GAAP results alone. Because not all companies use identical calculations, our presentation of EBITDA may not be comparable to similarly titled measures of other companies.
	“Adjusted EBITDA” is defined as EBITDA plus (i) net income attributable to noncontrolling interests, (ii) loss on refinancing, (iii) loss from discontinued operations and (iv) management fee to related party, if any, for the applicable period. We believe that the inclusion of supplementary adjustments to EBITDA applied in presenting adjusted EBITDA are appropriate to provide additional information to investors about the impact of certain noncash items, unusual items that we do not expect to continue at the same level in the future and other items.
	The following table presents a reconciliation to provide a more detailed analysis of these non-GAAP performance measures:

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									Three Months
	Year Ended December 31,								Ended March 31,
	2008			2009		2010			2010		2011
	(Dollars in millions)
Net income (loss)	$	(32.6	)	$	1.6	$	(15.7	)	$	2.1	$	0.4
Plus income taxes		5.5			2.2		3.2			0.8		0.9
Plus net interest expense and amortization of deferred financing costs		50.4			48.5		48.4			11.6		12.7
Plus depreciation and amortization		33.7			37.8		37.1			8.9		9.6
EBITDA	$	57.0		$	90.1	$	73.0		$	23.4	$	23.6
Plus net income attributable to noncontrolling interests	$	0.5		$	0.9	$	1.5		$	0.4	$	0.6
Plus loss from refinancing		22.4			—		20.8			—		—
Plus (income) loss from discontinued operations		1.9			4.5		0.2			0.1		(0.1	)
Plus management fee to related party		0.2			0.2		0.2			—		—
Adjusted EBITDA	$	82.0		$	95.7	$	95.7		$	23.9	$	24.1

(2)	The operating data set forth in this table includes all facilities that are consolidated for financial reporting purposes as of the end of each period presented.
(3)	For the year ended December 31, 2008, Woodland Medical Center is included through June 30, 2008, when it was moved to discontinued operations.
(4)	Licensed beds are those beds for which a facility has been granted approval to operate from the applicable state licensing agency regardless of actual use.
(5)	Represents the number of patients admitted for inpatient treatment.
(6)	General measure of combined inpatient and outpatient volume. We computed adjusted admissions by multiplying admissions by gross patient revenue and then dividing that number by gross inpatient revenue.
(7)	Represents the total number of days of care provided to inpatients.
(8)	Represents the average number of days admitted patients stay in our hospitals.
(9)	Represents the percentage of hospital licensed beds occupied by patients. We calculated occupancy rate percentages by dividing the average daily number of inpatients by the weighted average licensed beds.
(10)	We define working capital as current assets minus current liabilities.
(11)	See “Ratio of Earnings to Fixed Charges” for an explanation of the calculation of these ratios.
(12)	Effective March 1, 2008, we acquired nine hospitals and their affiliated businesses from Community Health Systems, Inc. (“CHS”).
(13)	The comparability of our results of operations for the three months ended March 31, 2011 compared to the three months ended March 31, 2010 is impacted by the change in our uninsured discount policy, effective January 1, 2011, as more thoroughly explained under “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies.” The change in the uninsured discount policy effectively shifts a portion of our expenses previously classified as provision for bad debts to revenue deductions, thereby resulting in lower net revenue and lower bad debt expense for the three months ended March 31, 2011 as compared to the three months ended March 31, 2010. Had our new uninsured discount policy been in place effective January 1, 2010, our net revenue for the three months ended March 31, 2010 would have been approximately $196.5 million and the provision for bad debts would have been approximately $16.4 million, as follows:

				Provision for
	Net Revenue			Bad Debts
	(In millions)
Historical results of operations for the three months ended March 31, 2010 as presented	$	210.3		$	30.2
Uninsured discount impact of pro forma change in policy for the three months ended March 31, 2010		(13.8	)		(13.8	)
Pro forma results of operations for the three months ended March 2010	$	196.5		$	16.4

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The following table reflects the results of operations for the three months ended March 31, 2010 on a pro forma basis for the change in our uninsured discounts policy:

	Three Months Ended
	March 31, 2010
	(Dollars in millions)
	Amount			%
Net revenue	$	196.5			100.0	%
Costs and expenses:
Salaries and benefits		89.4			45.5
Supplies		29.2			14.9
Provision for bad debts		16.4			8.4
Other operating expenses		37.6			19.1
Depreciation and amortization		8.9			4.5
Interest, net		11.6			5.9
Total costs and expenses		193.1			98.3
Income from continuing operations before income taxes		3.4			1.7
Income taxes		0.8			0.4
Income from continuing operations		2.6			1.3
Loss from discontinued operations, net of taxes		(0.1	)		—
Net income	$	2.5			1.3	%
Less: Net income attributable to noncontrolling interests		0.4			0.2
Net income attributable to Capella Healthcare, Inc.	$	2.1			1.1	%

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RISK FACTORS

     You should carefully consider the risk factors set forth below as well as the other information contained in this prospectus before deciding to tender your outstanding notes in the exchange offer. Any of the following risks could materially and adversely affect our business, financial condition or results of operations. In such a case, the trading price of the exchange notes could decline or we may not be able to make payments of interest and principal on the exchange notes, and you may lose all or part of your original investment.

Risks Relating to the Exchange Offer

You must carefully follow the required procedures in order to exchange your outstanding notes.

     We will only issue exchange notes in exchange for outstanding notes that you timely and properly tender. Therefore, you should allow sufficient time to ensure timely delivery of the outstanding notes and you should carefully follow the instructions on how to tender your outstanding notes. Neither we nor the exchange agent is required to tell you of any defects or irregularities with respect to your tender of outstanding notes. Any holder of outstanding notes who tenders in the exchange offer for the purpose of participating in a distribution of the exchange notes will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes that were acquired in market-making or other trading activities (other than outstanding notes acquired directly from us) must deliver a prospectus in connection with any resale of the exchange notes.

If you do not properly tender your outstanding notes, you will continue to hold unregistered outstanding notes and your ability to transfer outstanding notes will remain restricted and may be adversely affected.

     If you do not exchange your outstanding notes for exchange notes pursuant to the exchange offer, the outstanding notes you hold will continue to be subject to the existing transfer restrictions. In general, you may not offer or sell the outstanding notes except under an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We do not plan to register outstanding notes under the Securities Act unless our registration rights agreement with the initial purchasers of the outstanding notes requires us to do so. Further, if you continue to hold any outstanding notes after the exchange offer are consummated, you may be unable to sell them because there will be fewer of these notes outstanding.

You may not be able to resell exchange notes you receive in the exchange offer without registering those notes or delivering a prospectus.

     Based on interpretations by the staff of the SEC in no-action letters, we believe, with respect to exchange notes issued in the exchange offer, that:

• holders who are not “affiliates” of the Company within the meaning of Rule 405 of the Securities Act;

• holders who acquire their exchange notes in the ordinary course of business; and

• holders who do not engage in, intend to engage in, or have an arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of the exchange notes; and holders that are not acting on behalf of any person who could not truthfully make the foregoing representations,

do not have to comply with the registration and prospectus delivery requirements of the Securities Act.

     Holders described in the preceding sentence must tell us in writing at our request that they meet these criteria. Holders that do not meet these criteria could not rely on interpretations of the staff of the SEC in no-action letters, and would have to register the exchange notes they receive in the exchange offer and deliver a prospectus for them. In addition, holders that are broker-dealers may be deemed “underwriters” within the meaning of the Securities Act

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in connection with any resale of exchange notes acquired in the exchange offer. Holders that are broker-dealers and that acquired their outstanding notes in market-making activities or other trading activities (other than outstanding notes acquired directly from us) and must deliver a prospectus when they resell the exchange notes they acquire in the exchange offer in order not to be deemed an underwriter.

Risks Related to Our Business

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

     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 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 increasing the total percentage of physician ownership or increasing the aggregate number of operating rooms, procedure rooms, and beds for which they are licensed. Because a majority of the measures contained in the Affordable Care Act do not take effect until 2014, 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 Care Act 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 because of 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 overall business results may suffer from the current economic downturn.

     The United States economy recently experienced an economic downturn and unemployment levels remain high. During economic downturns, governmental entities often experience budgetary constraints as a result of increased costs and lower than expected tax collections. These budgetary constraints may result in decreased spending for health and human service programs, including Medicare, Medicaid and similar programs, which represent significant payor sources for our hospitals. Additionally, 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. Moreover, we could experience increases in the uninsured and underinsured populations and difficulties in collecting patient co-payment and deductible receivables. Although the recent passage of the Affordable Care Act is intended to decrease the number of uninsured legal U.S. residents, many of the reform measures do not become effective until 2014 and will not have an immediate impact.

The growth of uninsured and “patient due” accounts and a deterioration in the collectability of these accounts could affect our results of operations adversely.

     The primary collection risks of 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, 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

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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 because of 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.

Our revenue may decline if federal or state programs reduce our Medicare or Medicaid payments.

     Approximately 36.0% and 12.0% of our net patient revenue for the year ended December 31, 2010 came from the Medicare and Medicaid programs, respectively, including Medicare and Medicaid managed plans. For the three months ended March 31, 2011, approximately 39.9% and 12.7% of our net patient revenue came from the Medicare and Medicaid programs, including Medicare and Medicaid managed plans. In recent years, federal and state governments have made significant changes in the Medicare and Medicaid programs. Some of those changes adversely affect the reimbursement we receive for certain services. In addition, budget deficits in many states have caused significant decreases or proposed decreases in state funding for Medicaid programs.

     On August 22, 2007, CMS issued a final rule for federal fiscal year (“FFY”) 2008 for the hospital inpatient prospective payment system. This rule adopted a two-year implementation of Medicare severity-adjusted diagnosis-related groups (“MS-DRGs”), a severity-adjusted diagnosis-related group (“DRG”) system. This change represented a refinement to the DRG system, and its impact on our revenue has not been significant. Realignments in the DRG system could impact the margins we receive for certain services.

     DRG rates are updated and MS-DRG weights are recalibrated each federal fiscal year. The index used to update the market basket gives consideration to the inflation experienced by hospitals and entities outside the healthcare industry in purchasing goods and services. The Medicare Inpatient Hospital Prospective Payment System (“IPPS”) Final Rule for FFY 2011 provides for a 2.35% market basket update for hospitals that submit certain quality patient care indicators and a 0.35% update for hospitals that do not submit this data. The final rule also, as required by the Transitional Medical Assistance, Abstinence Education, and Qualifying Individuals Programs Extension Act of 2007 (the “TMA Act”), reduced IPPS payment rates in FFY 2011 by an additional 2.9% to account for the increase in spending that CMS believes is solely the result of changes in hospital coding and discharge classification practices that occurred in connection with the implementation of the MS-DRG system. Further, a recent rule for FFY 2012 proposed by CMS includes an initial 1.5% market basket update for hospitals that submit certain quality patient care indicators and a -0.5% update for hospitals that do not submit this data. Medicare payments under the proposed rule are also subject to a 1.1% increase in response to litigation, as well as a 3.15% reduction, as required by the TMA Act. While we will endeavor to comply with all quality data submission requirements, our submissions may not be deemed timely or sufficient to entitle us to the full market basket adjustment for all our hospitals.

     Medicaid programs are funded jointly by the federal government and the states and are administered by states under approved plans. Most state Medicaid program payments are made under a prospective payment system or are based on negotiated payment levels with individual hospitals. Since most states must operate with balanced budgets and since the Medicaid program is often the state’s largest program, many states in which we operate have adopted, or are considering adopting, legislation designed to reduce coverage and program eligibility, enroll Medicaid recipients in managed care programs and/or impose additional taxes on hospitals to help finance or expand

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the states’ Medicaid systems. The current economic downturn has increased the budgetary pressures on most states, and these budgetary pressures have resulted and likely will continue to result in decreased spending, or decreased spending growth, for Medicaid programs in many states. The ARRA and the Education, Jobs, and Medicaid Assistance Act (the “Assistance Act”) include increased federal funding for Medicaid through June 30, 2011. These funds have helped avoid more extensive program and reimbursement cuts, but the expiration of the increased federal funding could result in significant reductions to state Medicaid programs in the future. In addition, the Affordable Care Act contains a provision requiring states to expand Medicaid coverage to more individuals by 2014. Future legislation or other changes in the administration or interpretation of government health programs could have a material adverse effect on our business, financial condition and results of operations.

     We are subject to regular post-payment inquiries, investigations and audits of the claims we submit to Medicare and Medicaid for payment for our services. These post-payment reviews are increasing as a result of new government cost-containment initiatives, including audits of Medicare and Medicaid claims under the RAC program. RACs were first introduced only in the Medicare program; however, the Affordable Care Act expands the RAC program’s scope 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 beyond. In addition to RACs and MICs, state Medicaid agencies and other contractors have also increased their review activities. These additional post-payment reviews may require us to incur additional costs to respond to requests for records and to pursue the reversal of payment denials and ultimately may require us to refund amounts paid to us that are determined to have been overpaid.

Our revenue may decline if payments from our third-party payors are reduced or eliminated, or if we are unable to negotiate contracts or maintain satisfactory relationships with third-party payors.

     In addition to governmental programs, we are dependent upon private third-party sources of payment for the services provided to patients at our hospitals. If these payments are reduced, our revenue will decrease. The amount of payment we receive for services provided at our hospitals may be adversely affected by market and cost factors as well as other factors over which we have no control.

Controls designed to reduce inpatient services may reduce our revenue.

     Controls imposed by Medicare 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. Utilization review entails the review of the admission and course of treatment of a patient by managed care plans. Inpatient utilization, average lengths of stay and occupancy rates continue to be negatively affected by payor-required preadmission authorization and utilization review and by payor pressures to maximize outpatient and alternative healthcare delivery services for less acutely ill patients. Efforts to impose more stringent cost controls are expected to continue. Fixed fee schedules, capitation payment arrangements, exclusion from participation in managed care programs or other factors affecting payments for healthcare services over which we will have no control could cause a reduction in our revenue.

     There has been recent increased scrutiny of a hospital’s “Medicare Observation Rate” from outside auditors, government enforcement agencies and industry observers. The term “Medicare Observation Rate” is defined as total unique observation claims divided by the sum of total unique observation claims and total inpatient short-stay acute care hospital claims. A low rate may raise suspicions that a hospital is inappropriately admitting patients that could be cared for in an observation setting. In our hospitals, we use the independent, evidence-based clinical criteria developed by McKesson Corporation, commonly known as InterQual Criteria, to determine whether a patient qualifies for inpatient admission. The industry may anticipate increased regulatory scrutiny of inpatient admission decisions and the Medicare Observation Rate in the future.

We may experience a shortage of qualified professional and staff personnel.

     Consistent with a nationwide trend in the healthcare industry, our hospitals have experienced a shortage of nurses and other qualified professional and staff personnel. The shortage of qualified professional and staff personnel may be exacerbated by the development of other healthcare facilities in the market areas of our hospitals.

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As a result, our hospitals may utilize contract nurses to ensure adequate patient care, which typically are more expensive than full-time employees. In addition, our hospitals may be forced to implement more costly coverage and retention programs. There can be no assurance that our hospitals will be able to recruit or retain a sufficient number of qualified professional and staff personnel to deliver healthcare services efficiently. Accordingly, our financial condition and results of operations may be affected adversely.

Our performance depends on our ability to recruit and retain quality physicians.

     Physicians generally direct the majority of hospital admissions. Thus, the success of our hospitals depends in part on the following factors:

• the number and quality of the physicians on the medical staffs of our hospitals;

• the admitting practices of those physicians; and

• the development and maintenance of constructive relationships with those physicians, including physicians with whom we have joint ventures.

     Most physicians at our hospitals also have admitting privileges at other hospitals. Our efforts to attract and retain physicians are affected by our efforts to promote quality, leadership, satisfaction and intellectual development, our managed care contracting relationships, national shortages in some specialties, the adequacy of our support personnel, the condition of our facilities and medical equipment, the availability of suitable medical office space and federal and state laws and regulations prohibiting financial relationships that may have the effect of inducing patient referrals. There can be no assurance that our physician recruitment measures, including multi-year employment and/or income guarantee arrangements, joint ventures and other collaborative arrangements will be successful. Also, as we recruit more physicians, the costs associated with integrating and managing these new physicians could have a negative impact on our operating results and liquidity in the short term.

     If facilities are not staffed with adequate support personnel or technologically advanced equipment that meets the needs of patients, physicians may be discouraged from referring patients to our facilities, which could affect our profitability adversely. Furthermore, physicians we recruit or employ may fail to maintain successful medical practices, one or more key members of a particular physician group may cease practicing with that group, or other surgeons in the community may refuse to use our hospitals. Although we were generally successful in our physician recruiting efforts during fiscal 2009 and 2010, we cannot assure you of the long-term success of this strategy. We also face continued challenges in some of our markets to recruit certain types of physician specialists who are in high demand.

We are dependent on our senior management team and the loss of the services of one or more of our senior management team could have a material adverse effect on our business.

     The success of our business is largely dependent upon the services and management experience of our senior management team, which includes Daniel S. Slipkovich, our Chief Executive Officer; D. Andrew Slusser, our Senior Vice President of Acquisition and Development; Denise W. Warren, our Senior Vice President, Chief Financial Officer and Treasurer; and Michael A. Wiechart, our Senior Vice President and Chief Operating Officer. In addition, we depend on the ability of our senior officers and key employees to manage growth successfully and on our ability to attract and retain skilled employees. We do not maintain key man life insurance policies on any of our officers. If we were to lose any of our senior management team or members of our local management teams, or if we are unable to attract other necessary personnel in the future, it could have a material adverse effect on our business, financial condition and results of operations. If we were to lose the services of one or more members of our senior management team, we could experience a significant disruption in our operations and failure of the affected hospitals to adhere to their respective business plans.

If we fail to comply with extensive laws and government regulations, including fraud and abuse laws, we could suffer penalties or be required to make significant changes to our operations.

     The healthcare industry is 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

24

relating to the adequacy of medical care, equipment, personnel, operating policies and procedures, maintenance of adequate records, compliance with building codes, environmental protection and privacy. These laws include the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), a section of the Social Security Act, known as the “anti-kickback” statute, and the Stark Law.

     There are heightened coordinated civil and criminal enforcement efforts by both federal and state government agencies relating to the healthcare industry, including the hospital segment. The ongoing investigations of certain healthcare providers relate to various referral, inpatient status cost reporting and billing practices, laboratory and home care services, privacy and physician ownership and joint ventures involving hospitals. Moreover, the health reform laws increase funding for fraud and abuse enforcement and increase penalties under the False Claims Act. Federal regulations issued under HIPAA contain provisions that required us to implement and, in the future, may require us to implement additional costly electronic media security systems and to adopt new business procedures designed to protect the privacy and security of each of our patient’s health and related financial information. Such privacy and security regulations impose extensive administrative, physical and technical requirements on us, restrict our use and disclosure of certain patient health and financial information, provide patients with rights with respect to their health information and require us to enter into contracts extending many of the privacy and security regulation requirements to third parties that perform duties on our behalf. We are also required to make certain expenditures to help ensure our continued compliance with such laws and regulations and, in the future, such expenses could negatively impact our results of operations. ARRA included provisions for heightened enforcement of HIPAA and stiffer penalties for HIPAA violations.

     If we fail to comply with applicable laws and regulations, including fraud and abuse laws, we could suffer civil or criminal penalties, including the loss of our licenses to operate and our ability to participate in the Medicare, Medicaid, and other federal and state healthcare programs. Our facilities also are subject to periodic inspection by governmental and other authorities to assure continued compliance with the various standards necessary for licensing and accreditation. If any facility loses its accreditation, it may be in default under its third party payor agreements, make difficult the attraction, negotiation and retention of those agreements on satisfactory terms or at all and could put its Medicare certification at risk if the facility’s Medicare certification was obtained through deemed status as a result of the facility’s accreditation. If a facility loses its certification under the Medicare program, then the facility will be unable to receive reimbursement from the Medicare and Medicaid programs. The requirements for licensure, certification and accreditation are subject to change and, in order to remain qualified, we may need to make changes in our facilities, equipment, personnel and services.

     In the future, changes, different interpretations or enforcement of these laws and regulations, including any changes pursuant to the Affordable Care Act, could subject our current 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. For a more detailed discussion of these laws, rules and regulations, see “Business — Government Regulation and Other Factors.”

We are subject to competition from other hospitals or healthcare providers, including physicians, which could affect our results of operations adversely.

     Our success depends on the effective and efficient operation of our hospitals, which will be affected by competition from other acute care hospitals, free-standing outpatient diagnostic and surgery centers, labs and alternative delivery systems, some of which have substantially greater resources than we do. The healthcare industry is highly competitive. Alternative forms of healthcare delivery systems, such as health maintenance organizations and preferred provider organizations, are significant factors in the delivery of healthcare services and the rates chargeable by physicians and hospitals. Typically, our hospitals’ primary competitor is a not-for-profit hospital. Further, our hospitals face competition from hospitals outside of their primary service area, including hospitals in urban areas that provide more complex services. Patients in our primary service areas may travel to these other hospitals for a variety of reasons. These reasons include physician referrals or the need for services we do not offer. Patients who seek services from these other hospitals subsequently may shift their preferences to those hospitals for the services we provide.

     We also face very significant and increasing competition not only from services offered by physicians (including physicians on our medical staffs) in their offices and from other specialized care providers, including

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outpatient surgery, oncology, physical therapy and diagnostic centers (including many in which physicians may have an ownership interest), but also from physicians owning and operating competing hospitals. For example, physicians own interests in competing hospitals in Muskogee, Oklahoma and Hot Springs, Arkansas. 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 likely will decrease in the future.

Our net revenue is especially concentrated in a small number of states which makes us particularly sensitive to regulatory and economic changes in those states.

     Our net revenue is particularly sensitive to regulatory and economic changes in states in which we generate the majority of our revenue, including Oklahoma and Arkansas. For the year ended December 31, 2010 and the three months ended March 31, 2011, we generated approximately 47.3% and 46.5%, respectively, of our net revenue in the States of Oklahoma and Arkansas. This concentration makes us particularly sensitive to regulatory, economic, environmental and competitive conditions and changes in those states. Any material change in the current payment programs or regulatory, economic, environmental or competitive conditions in those states could have a disproportionate effect on our overall business results. The economies of 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 revenue or impede our business strategies intended to generate organic growth and improve operating results at our hospitals. Any material change in the current demographic, economic, competitive or regulatory conditions in any of our markets could affect our overall business results adversely because of the significance of our operations in each of these markets to our overall operating performance. Moreover, because of the concentration of our revenue in a limited number of markets, our business is less diversified and, accordingly, is subject to greater regional risk than that of some of our larger competitors.

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 an affiliate of HCA Holdings, Inc. (“HCA”) and another third-party vendor for information systems. These two parties provide us with our primary financial, clinical, revenue cycle management, patient accounting and network information services. HCA’s primary business is to own and operate hospitals, not to provide information systems. We do not control these systems, and if these systems fail or are interrupted, if our access to these systems is limited in the future or if these parties develop systems more appropriate for the urban healthcare market and not suited for our hospitals, our operations could suffer.

     System conversions are costly, time consuming and disruptive for physicians and employees. Should we decide or be required to convert away from systems provided by third parties, such implementation would be very costly and could have a material adverse effect on our business, financial condition and results of operations.

     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 HIPAA and EHR regulations, may require changes to our information systems in the future. For example, the HITECH Act, contains a number of provisions that significantly expand the reach of HIPAA. Among other things, the HITECH Act (i) created new security breach notification requirements for covered entities (ii) extended the HIPAA security provisions to business associates, and (iii) increased a patient’s ability to restrict access to his or her protected health information. 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.

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     Additionally, as required by ARRA, the United States Department of Health and Human Services (“HHS”) is in the process of developing and implementing an incentive payment program for eligible hospitals and healthcare professionals that adopt and meaningfully use certified EHR technology. If our hospitals and employed professionals are unable to meet the requirements for participation in the incentive payment program, we will not be eligible to receive incentive payments that could offset some of the costs of implementing EHR systems. Further, beginning in 2015, eligible hospitals and professionals that fail to demonstrate meaningful use of certified EHR technology will be subject to reduced payments from Medicare. 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 be subject to liabilities for professional liability and other claims brought against our facilities.

     We may be liable for damages to persons or property arising from occurrences at our hospitals. We maintain casualty, professional and general liability insurance through Auriga Insurance Group (“Auriga”), a wholly-owned subsidiary of our parent, Capella Holdings, Inc. (“Holdings”), in amounts and with deductibles that we believe to be appropriate for our operations. Our reserves for professional and general liability claims and workers compensation claims are based upon independent third-party actuarial calculations, which consider historical claims data, demographic considerations, severity factors and other actuarial assumptions in determining reserve estimates. If the assumptions underlying the third-party actuarial calculations prove to be materially different from actual claims brought against us, our reserves may be insufficient. We also carry excess layers should a claim exceed Auriga’s aggregate cap. If we become subject to claims, however, our insurance coverage (i) may not cover all successful professional and general liability claims brought against us or (ii) continue to be available at a cost allowing us to maintain adequate levels of insurance. If one or more successful claims against us were not covered by or exceeded the coverage of our insurance, we could be affected adversely.

Future capital commitments, acquisitions or joint ventures may require significant resources, may be unsuccessful or could expose us to unforeseen liabilities.

     As part of our growth strategy, we may pursue acquisitions or joint ventures of hospitals or other related healthcare facilities and services. These acquisitions or joint ventures may involve significant cash expenditures, debt incurrence, additional operating losses and expenses that could have a material adverse effect on our business, financial condition and results of operations. Acquisitions or joint ventures involve numerous risks, including:

• difficulty and expense of integrating acquired operations into our business;

• diversion of management’s time from existing operations;

• potential loss of key employees or physicians of acquired facilities; and

• assumption of the liabilities and exposure to unforeseen liabilities of acquired companies, including liabilities for failure to comply with healthcare regulations.

     In connection with the transaction in 2007 pursuant to which we lease Muskogee Regional Medical Center, we agreed to make at least $28 million in general capital expenditures at that facility during the first five years following the closing. As of December 31, 2010, we had made related capital expenditures of approximately $23.9 million in the aggregate since the closing of that transaction. For the three months ended March 31, 2011, we made additional related capital expenditures of approximately $0.9 million. Therefore, we remain obligated for $3.2 million in expenditures pursuant to our agreement. We intend to satisfy our obligation to make additional capital expenditures within the agreed period. A failure to make the required capital expenditures could increase the costs of compliance by subjecting us to claims for breach of these obligations.

     We cannot assure you that we will succeed in obtaining financing for acquisitions or joint ventures at a reasonable cost, or that such financing will not contain restrictive covenants that limit our operating flexibility. Further, volatility and disruption of the capital and credit markets and adverse changes in the U.S. and global economies may further impact our ability to access both available and affordable financing. We also may be unable to operate acquired hospitals profitably or succeed in achieving improvements in their financial performance.

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     Additionally, many states, including some where we have hospitals and others where we may in the future attempt to acquire hospitals, have adopted legislation regarding the sale or other disposition of hospitals operated by not-for-profit entities. In other states that do not have specific legislation, the attorneys general have demonstrated an interest in these transactions under their general obligations to protect charitable assets from waste. These legislative and administrative efforts focus primarily on the appropriate valuation of the assets divested and the use of the sale proceeds by the not-for-profit seller. These review and approval processes can add time to the consummation of an acquisition of a not-for-profit hospital, and future actions on the state level seriously could delay or even prevent future acquisitions of not-for-profit hospitals. Furthermore, as a condition to approving an acquisition, the attorney general of the state in which the hospital is located may require us to maintain specific services, such as emergency departments, or to continue to provide specific levels of charity care, which may affect our decision to acquire or the terms upon which we acquire one of these hospitals.

If we fail to enhance our hospitals with the most recent technological advances in diagnostic and surgical equipment, our ability to maintain and expand our markets will be affected adversely.

     Technological advances with respect to computed axial tomography (CT), magnetic resonance imaging (MRI) and positron emission tomography (PET) equipment, as well as other equipment used in our facilities, are continually evolving. In an effort to provide high quality patient care and to compete with other healthcare providers, we must constantly evaluate our equipment needs and upgrade equipment as a result of technological improvements. Such equipment costs typically range from $1.0 million to $3.0 million, exclusive of construction or build-out costs. If we fail to remain current with the technological advancements of the medical community, our volumes and revenue may be impacted negatively.

Difficulties with major expansion projects may involve significant capital expenditures that could have an adverse impact on our liquidity.

     We may decide to construct major expansion projects to existing hospitals in order to achieve our growth objectives. Our ability to complete new expansion projects on budget and on schedule would depend on a number of factors, including, but not limited to:

• our ability to control construction costs;

• adverse weather conditions;

• shortages of labor or materials;

• our ability to obtain necessary licensing and other required governmental authorizations; and

• other unforeseen problems and delays.

     As a result of these and other factors, we cannot assure you that if we decide to pursue major expansion projects we will not experience greater construction or other expansion costs than originally planned in connection with expansion projects.

State efforts to regulate the construction or expansion of healthcare facilities could impair our ability to operate and expand our operations.

     Some states, including the ones in which we operate, require healthcare providers to obtain prior approval, known as a certificate of need (“CON”), for the purchase, construction or expansion of healthcare facilities, to make certain capital expenditures or to make changes in services or bed capacity. In giving approval, these states consider the need for additional or expanded healthcare facilities or services. The failure to obtain any requested CON could impair our ability to operate or expand operations. Any such failure could, in turn, adversely affect our ability to attract patients to our facilities and grow our revenue, which would have an adverse effect on our results of operations.

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The industry trend toward value-based purchasing may negatively impact our revenue.

     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, 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 (also called “never 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. Furthermore, we implemented a policy pursuant to which we do not bill patients or third-party payors for fees or expenses incurred as a result of certain preventable adverse events. 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 impact our revenue negatively.

A majority of the employees of Capital Medical Center and its related clinics are union members and subject to the terms of collective bargaining agreements.

     Capital Medical Center is currently a party to collective bargaining agreements with two local unions that represent all of the employees of that hospital with the exception of professional employees, managerial employees, confidential employees, guards and supervisors (as those terms are defined in the National Labor Relations Act). The terms of the collective bargaining agreements set forth certain criteria related to the hospital’s employment practices, seniority, hours of work and overtime, holidays, use and redemption of paid time off, extended illness bank, vacation scheduling, compensation, pay practice, health and non-health benefits, leaves of absence, grievance procedures, disability accommodations and the hospital’s drug and alcohol policies. If Capital Medical Center is unable to meet any such criteria, it could result in discussions with union representatives that could be costly and time-consuming for that facility. Furthermore, the terms of the collective bargaining agreements constrain our flexibility as general partner of Capital Medical Center with respect to certain employee issues. Other facilities could experience unionizing activity, which could increase our labor costs materially.

Our interest in Muskogee Regional Medical Center will expire at the end of the lease term.

     We currently lease or sublease Muskogee Regional Medical Center and related properties pursuant to a forty-year lease with Muskogee Medical Center Authority, which expires in 2047 (the “Muskogee Lease”). Under the terms of the Muskogee Lease, Muskogee Regional Medical Center and related properties will automatically revert to the Muskogee Medical Center Authority or the City of Muskogee, as applicable, upon the expiration or termination of the Muskogee Lease. The Muskogee Lease also grants the Muskogee Medical Center Authority the option to purchase some or all of the assets owned by us and used in connection with the operation of Muskogee Regional Medical Center and related properties in the event the Lease expires or is terminated. Upon the expiration or termination of the Muskogee Lease, our interest in Muskogee Regional Medical Center and related properties will cease.

GTCR indirectly controls us and may have conflicts of interest with us or you in the future.

     GTCR owns 80.1% of Holdings common stock, which in turn owns 100% of the outstanding shares of Capella’s common stock. GTCR elects a majority of the board of directors of Holdings and Capella and controls all matters affecting us, including any determination with respect to:

• our direction and policies;

• the acquisition and disposition of assets;

• future issuances of common stock, preferred stock or other securities;

• our future incurrence of debt; and

• any dividends on our common stock or preferred stock.

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     The interests of GTCR could conflict with the interests of holders of the notes. If we encounter financial difficulties or are unable to pay our debts as they mature, the interests of our equity holders might conflict with those of the holders of the notes. In addition, GTCR may have an interest in pursuing acquisitions, divestitures, financings or other transactions, that, in its judgment, could enhance its equity investment even though such transactions might involve risks to the holders of the notes. In addition, GTCR is in the business of making investments in companies and may from time to time acquire interests in businesses that directly or indirectly compete with our business.

Our hospitals are subject to potential responsibilities and costs under environmental laws that could lead to material expenditures or liability.

     We are subject to various federal, state and local environmental laws and regulations, including those relating to the protection of human health and the environment. We could incur substantial costs to maintain compliance with these laws and regulations. To our knowledge, we have not been and are not currently the subject of any investigations relating to noncompliance with environmental laws and regulations. We could become the subject of future investigations, which could lead to fines or criminal penalties if we are found to be in violation of these laws and regulations. The principal environmental requirements and concerns applicable to our operations relate to proper management of hazardous materials, hazardous waste and medical waste, above-ground and underground storage tanks, operation of boilers, chillers and other equipment, and management of building conditions, such as the presence of mold, lead-based paint or asbestos. Our hospitals engage independent contractors for the transportation and disposal of hazardous waste, and we require that our hospitals be named as additional insureds on the liability insurance policies maintained by these contractors.

     We also may be subject to requirements related to the remediation of substances that have been released into the environment at properties owned or operated by us or our predecessors or at properties where substances were sent for off-site treatment or disposal. These remediation requirements may be imposed without regard to fault, and liability for environmental remediation can be substantial.

Risks Related to the Notes

Our substantial indebtedness could affect our financial condition adversely and our ability to fulfill our obligations under the notes.

     As of March 31, 2011, our total consolidated indebtedness was approximately $494.4 million. Our indebtedness could have important consequences to you, including:

• making it more difficult for us to satisfy our obligations with respect to the notes;

• increasing our vulnerability to general adverse economic and industry conditions;

• requiring that a portion of our cash flow from operations be used for the payment of interest on our debt, thereby reducing our ability to use our cash flow to fund working capital, capital expenditures, acquisitions and general corporate requirements;

• limiting our ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions and general corporate requirements;

• limiting our flexibility in planning for, or reacting to, changes in our business and the healthcare industry; and

• placing us at a competitive disadvantage to our competitors that have less indebtedness.

     For example, we and our subsidiaries may be able to incur substantial additional indebtedness in the future. The terms of the indenture and the ABL do not fully prohibit us or our subsidiaries from doing so. Our ABL provides commitments of up to $100.0 million (not giving effect to any outstanding letters of credit, which would reduce the amount available under our ABL), of which approximately $64.1 million would have been available for future borrowings as of March 31, 2011. In addition, we may seek to increase the borrowing availability under the ABL. All of those borrowings would be senior and secured, and as a result, would be effectively senior to the notes and the guarantees of the notes by the guarantors. If we incur any additional indebtedness that ranks equally with the notes,

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the holders of that debt will be entitled to share ratably with the holders of the notes in any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution or other winding-up. This may have the effect of reducing the amount of proceeds paid to you in any of these events. If new debt is added to our current debt levels, the related risks that we and our subsidiaries now face could increase.

Our business and financial results depend on our ability to generate sufficient cash flow to service our debt or refinance our indebtedness on commercially reasonable terms.

     Our ability to make payments on and to refinance our debt and fund planned expenditures depends on our ability to generate cash flow in the future. This, to some extent, is subject to general economic, financial, competitive, legislative and regulatory factors and other factors that are beyond our control. We cannot assure you that our business will generate cash flow from operations or that future borrowings will be available to us under the ABL in an amount sufficient to enable us to pay our debt or to fund our other liquidity needs. We cannot assure you that we will be able to refinance our borrowing arrangements or any other outstanding debt on commercially reasonable terms or at all. Refinancing our borrowing arrangements could cause us to:

• pay interest at a higher rate;

• be subject to additional or more restrictive covenants than currently provided in our debt agreements; and

• grant additional security interests in our assets.

     Our inability to generate sufficient cash flow to service our debt or refinance our indebtedness on commercially reasonable terms would have a material adverse effect on our business, financial condition and results of operations.

Operating and financial restrictions in our debt agreements limit our operational and financial flexibility.

     The ABL and the indenture under which the notes are issued contain a number of significant covenants that, among other things, restrict our ability to:

• incur additional indebtedness or issue preferred stock;

• pay dividends on or make other distributions or repurchase our capital stock or make other restricted payments;

• make investments;

• enter into certain transactions with affiliates;

• issue dividends or other payments from restricted subsidiaries to Holdings or other restricted subsidiaries;

• create liens;

• designate our subsidiaries as unrestricted subsidiaries; and

• sell certain assets or merge with or into other companies or otherwise dispose of all or substantially all of our assets.

     In addition, under the ABL, we are required to satisfy and maintain specified financial ratios and tests. Events beyond our control may affect our ability to comply with those provisions, and we may not be able to meet those ratios and tests. The breach of any of these covenants would result in a default under the ABL and the lenders could elect to declare all amounts borrowed under the ABL, together with accrued interest, to be due and payable and could proceed against the collateral securing that indebtedness. Because borrowings under the ABL are secured by certain of our assets and certain assets of our subsidiaries, borrowings under the ABL are superior in right of payment to the notes to the extent of the assets securing the ABL. If any of our indebtedness were to be accelerated, our assets may not be sufficient to repay in full that indebtedness and the notes.

     Under the ABL, when (and for as long as) the availability under the ABL is less than a specified amount for a certain period of time, or if an event of default has occurred and is continuing, funds deposited into any of our

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depository accounts will be transferred on a daily basis into a blocked account with the administrative agent and applied to prepay loans under the asset-based revolving credit facility and, if an event of default has occurred and is continuing, to cash collateralize letters of credit and swingline loans issued thereunder and certain other contingent obligations arising in connection with the ABL.

     Our capital expenditure and acquisition strategy requires substantial capital resources. The building of new hospitals and the operations of our existing hospitals and newly acquired hospitals require ongoing capital expenditures for construction, renovation, expansion and the addition of medical equipment and technology. More specifically, we are currently, and may in the future be, contractually obligated to make significant capital expenditures relating to the facilities we acquire. Also, construction costs to build new hospitals are substantial. Our debt agreements may restrict our ability to incur additional indebtedness to fund these expenditures.

     A breach of any of the restrictions or covenants in our debt agreements could cause a cross-default under other debt agreements. A significant portion of our indebtedness then may become immediately due and payable. We are not certain whether we would have, or 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 in full such indebtedness and our other indebtedness.

As a holding company, we rely on payments from our subsidiaries in order for us to make payments on the notes.

     We are a holding company with no significant operations of our own. Because our operations are conducted through our subsidiaries, we depend on dividends, loans, advances and other payments from our subsidiaries in order to allow us to satisfy our financial obligations. Our subsidiaries are separate and distinct legal entities and have no obligation to pay any amounts to us, whether by dividends, loans, advances or other payments. The ability of our subsidiaries to pay dividends and make other payments to us depends on their earnings, capital requirements and general financial conditions and is restricted by, among other things, applicable corporate and other laws and regulations as well as, in the future, agreements to which our subsidiaries may be a party.

A subsidiary guarantee could be voided or subordinated because of federal bankruptcy law or comparable state law provisions.

     Our obligations under the notes are guaranteed by substantially all of our existing domestic restricted subsidiaries. Under federal bankruptcy law and comparable provisions of state fraudulent transfer laws, one or more of the subsidiary guarantees could be voided or claims against a subsidiary guarantor could be subordinated to all other debts of that subsidiary guarantor if, among other things, the subsidiary guarantor, at the time it incurred the indebtedness evidenced by its subsidiary guarantee:

• incurred the guarantee with the intent of hindering, delaying or defrauding current or future creditors; or

• received less than reasonably equivalent value or fair consideration for the incurrence of the subsidiary guarantee and:

• was insolvent or rendered insolvent by reason of such incurrence;

• was engaged in a business or transaction for which the subsidiary guarantor’s remaining assets constituted unreasonably small capital; or

• intended to incur, or believed that it would incur, debts beyond its ability to pay its debts as they mature.

     In addition, any payment by that subsidiary guarantor pursuant to its subsidiary guarantee could be voided and required to be returned to the subsidiary guarantor or to a fund for the benefit of the creditors of the subsidiary guarantor.

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     The measure of insolvency for purposes of fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a subsidiary guarantor would be considered insolvent if:

• the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets;

• the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

• it could not pay its debts as they become due.

     We cannot be sure which standards a court would use to determine whether or not the subsidiary guarantors were solvent at the relevant time, or, regardless of the standard the court uses, that the issuance of the subsidiary guarantee would not be voided or the subsidiary guarantee would not be subordinated to that subsidiary guarantor’s other debt. If the subsidiary guarantees were legally challenged, any subsidiary guarantee could also be subject to the claim that the obligations of the applicable subsidiary guarantor were incurred for less than fair consideration, since the subsidiary guarantee was incurred for our benefit and only indirectly for the benefit of the subsidiary guarantor. Although each guarantee limited as necessary to prevent that guarantee from constituting a fraudulent conveyance under applicable law, this provision may not be effective to protect the guarantees from being voided under the fraudulent transfer laws described above.

     A court could thus void the obligations under the subsidiary guarantee or subordinate the subsidiary guarantee to the applicable subsidiary guarantor’s other debt or take other action detrimental to holders of the notes.

We may be unable to repurchase the notes if we experience a change of control.

     If we experience a change of control, as that term is defined in the indenture governing the notes, we will be required to offer to purchase all of the notes. Our failure to repay holders tendering notes upon a change of control will result in an event of default under the notes. The events that constitute a change of control, or an event of default, under the notes may also result in an event of default under the ABL, which may result in the acceleration of that indebtedness requiring us to repay that indebtedness immediately. The lenders under the ABL may have the right to prohibit any such purchase or redemption, in which event we will seek to obtain waivers from the required lenders under the ABL, but may not be able to do so. If a change of control were to occur, we cannot assure you that we would have sufficient funds to repay debt outstanding under the ABL or to purchase the notes. We expect that we would require additional financing from third parties to fund any such purchases, and we cannot assure you that we would be able to obtain financing on satisfactory terms or at all.

We cannot assure you that an active trading market will develop for the exchange notes, which may reduce their market price.

     We do not intend to apply for a listing of the exchange notes on a securities exchange or on any automated dealer quotation system. There is currently no established market for the outstanding notes or for the exchange notes and we cannot assure you as to the liquidity of markets that may develop for the exchange notes, your ability to sell the exchange notes or the price at which you would be able to sell the exchange notes. If such markets were to exist, the exchange notes could trade at prices that may be lower than their principal amount or purchase price depending on many factors, including prevailing interest rates and the markets for similar securities.

     We cannot assure you that an active market for the exchange notes will develop or, if developed, that it will continue. Historically, the market for noninvestment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the exchange notes. The market, if any, for the exchange notes may experience similar disruptions and any such disruptions may adversely affect the prices at which you may sell your exchange notes. Also, the future trading prices of the exchange notes will depend on many factors, including:

• our operating performance and financial condition;

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• our ability to complete the exchange offer to exchange the outstanding notes for the exchange notes;

• the interest of securities dealers in making a market in the exchange notes; and

• the market for similar securities.

Volatile trading prices may require you to hold the notes for an indefinite period of time.

     If a market develops for the notes, the notes may trade at prices higher or lower than their initial offering price. The trading price would depend on many factors, such as prevailing interest rates, the market for similar securities, general economic conditions and our financial condition, performance and prospects. Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial fluctuation in the prices of these securities. Disruptions of this type could have an adverse effect on the price of the notes. You should be aware that you may be required to bear the financial risk of an investment in the notes for an indefinite period of time.

Not all of our subsidiaries guarantee our obligations under the notes, and the assets of the non-guarantor subsidiaries may not be available to make payments on the notes.

     Our present and future unrestricted subsidiaries, and our subsidiaries that are less than wholly-owned, are not guarantors of the notes. Payments on the notes are only required to be made by the subsidiary guarantors and us. As a result, no payments are required to be made from the assets of subsidiaries that do not guarantee the notes, unless those assets are transferred by dividend or otherwise to us or a subsidiary guarantor.

     The notes are subordinated structurally to any existing and future preferred stock, indebtedness and other liabilities of any of our subsidiaries that do not guarantee the notes, even if such obligations do not constitute senior indebtedness. In the event of a bankruptcy, liquidation or reorganization of any of the non-guarantor subsidiaries, holders of their indebtedness, including their trade creditors and other obligations, including any preferred stock, will be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for distribution to us. As a result, the notes are effectively subordinated to all the liabilities of the non-guarantor subsidiaries.

     Our less than wholly-owned subsidiaries also may be subject to restrictions on their ability to distribute cash to in their financing or other agreements and, as a result, we may not be able to access their cash flows to service their respective debt obligations, including in respect of the notes.

If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the notes.

     Any default under the agreements governing our indebtedness, including a default under the ABL that is not waived by the required lenders, and the remedies sought by the holders of such indebtedness could make us unable to pay principal, premium, if any, and interest on the notes and substantially decrease the market value of the notes. If we are unable to generate sufficient cash flows and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants, in the instruments governing our indebtedness (including the ABL), we could be in default under the terms of the agreements governing such indebtedness. In the event of such default, the holders of such indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest, the lenders under the ABL could elect to terminate their commitments, cease making further loans and institute foreclosure proceedings against the assets securing the ABL, and we could be forced into bankruptcy or liquidation.

     If our operating performance declines, we may in the future need to seek to obtain waivers from the required lenders under the ABL to avoid being in default. If we breach our covenants under the ABL and seek a waiver, we may not be able to obtain a waiver from the required lenders. If this occurs, we would be in default under the ABL, the lenders could exercise their rights as described above, and we could be forced into bankruptcy or liquidation.

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The notes are not secured and, therefore, effectively are subordinated to all of our existing and future secured indebtedness.

     The notes are not secured by any of our assets or any assets of our subsidiaries. In the event of a bankruptcy or similar proceeding involving us or our subsidiaries, the assets which serve as collateral securing the indebtedness of such entities will be available to satisfy their obligations under any secured indebtedness they presently have or may incur in the future. Moreover, the indenture governing the notes will permit us to incur additional indebtedness that is secured.

If a bankruptcy petition were filed by or against us, holders of notes may receive a lesser amount for their claim than they would have been entitled to receive under the indenture governing the notes.

     If a bankruptcy petition were filed by or against us under the U.S. Bankruptcy Code after the issuance of the notes, the claim by any holder of the notes for the principal amount of the notes may be limited to an amount equal to the sum of:

• the original issue price for the notes; and

• that portion of the original discount that does not constitute “unmatured interest” for purposes of the U.S. Bankruptcy Code.

     Any original issue discount that was not amortized as of the date of the bankruptcy filing would constitute unmatured interest. Under the U.S. Bankruptcy Code, the holders of notes would only have the right to receive interest accruing after the commencement of a bankruptcy proceeding to the extent that the value of the collateral securing the notes and the guarantees (after taking into account all prior liens on such collateral) exceeds the claim of the holders of notes for principal and pre-petition interest on the notes. Accordingly, holders of the notes under these circumstances may receive a lesser amount than they would be entitled to under the terms of the indenture governing the notes, even if sufficient funds are available.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     Certain statements made in this prospectus, as well as information included in oral statements or other written statements made, or to be made, by our management, contain, or will contain, disclosures that are forward-looking statements. Forward-looking statements include all statements that do not relate solely to historical or current facts and can be identified by the use of words such as “may,” “will,” “expect,” “believe,” “intend,” “plan,” “estimate,” “project,” “continue,” “should” and other comparable terms. These forward-looking statements are based on the current plans and expectations of our management and are subject to a number of risks and uncertainties, including those set forth below, which could significantly affect our current plans and expectations and future financial condition and results and there can be no assurance that the plan or expectation will be achieved or accomplished.

     Except as required by law, we undertake no obligation to update publicly or to revise any forward-looking statements, whether as a result of new information, future events or otherwise. Investors are cautioned against relying on such forward-looking statements when evaluating the information presented in this prospectus or included in oral statements or other written statements.

     While it is not possible to identify all of these factors, we continue to face many risks and uncertainties that could cause actual results to differ from those forward-looking statements, including:

• the effects of the Affordable Care Act on our financial position and results of operations;

• our substantial indebtedness and adverse changes in credit markets impacting our ability to receive timely additional financing on terms acceptable to us to fund our acquisition strategy and capital expenditure needs;

• risks inherent to the healthcare industry, including the impact of unforeseen changes in regulation and the potential adverse impact of government investigations, liabilities and other claims asserted against us;

• economic downturn resulting in efforts by federal and state healthcare programs and managed care companies to reduce reimbursement rates for our services;

• potential competition that alters or impedes our acquisition strategy by decreasing our ability to acquire additional inpatient facilities on favorable terms;

• our ability to comply with applicable licensure and accreditation requirements;

• our ability to comply with extensive laws and government regulations related to billing, physician relationships, adequacy of medical care and licensure;

• our ability to retain key employees who are instrumental to our successful operations;

• our ability to integrate and improve successfully the operations of acquired inpatient facilities;

• our ability to maintain favorable and continuing relationships with physicians and other healthcare professionals who use our inpatient facilities;

• our ability to ensure confidential information is not inappropriately disclosed and that we are in compliance with federal and state health information privacy standards;

• our ability to comply with federal and state governmental regulation covering healthcare-related products and services on-line, including the regulation of medical devices and the practice of medicine and pharmacology;

• our ability to obtain adequate levels of general and professional liability insurance;

• future trends for pricing, margins, revenue and profitability remain difficult to predict in the industries that we serve; and

• negative press coverage of us or our industry that may affect public opinion.

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     We caution you that the factors listed above, as well as the risk factors included elsewhere in this prospectus, may not be exhaustive. In particular, information included under “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business” contains forward-looking statements. 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 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 statements.

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USE OF PROCEEDS

     We will not receive any proceeds from the issuance of the exchange notes. We are making this exchange offer solely to satisfy our obligations under the registration rights agreement. In consideration for issuing the exchange notes as contemplated by this prospectus, we will receive outstanding notes in a like principal amount. The form and terms of the exchange notes are substantially identical to the form and terms of the outstanding notes, except the exchange notes have been registered under the Securities Act and will not contain restrictions on transfer or registration rights. Outstanding notes surrendered in exchange for the exchange notes will be retired and canceled and will not 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, 2006, 2007, 2008, 2009 and 2010 and for the three months ended March 31, 2010 and 2011, respectively. For the purpose of calculating the ratio of earnings to fixed charges, earnings are defined as earnings from continuing operations before income taxes plus fixed charges. Fixed charges are defined as interest expense, plus amortized premiums, discounts and capitalized expenses related to indebtedness, plus an estimate of the interest within rental expense. Earnings were insufficient to cover fixed charges by approximately $24.7 million for the year ended December 31, 2008 and $10.8 million for the year ended December 31, 2010.

	Year Ended December 31,					Three Months Ended March 31,
	2006	2007	2008	2009	2010	2010	2011
Ratio of earnings to fixed charges	1.1x	1.1x	N/A	1.2x	N/A	1.3x	1.1x

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CAPITALIZATION

     The following table sets forth our cash and cash equivalents and capitalization as of March 31, 2011. The information in this table is unaudited and should be read in conjunction with “Selected Historical Consolidated Financial and Operating Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and accompanying notes included elsewhere in this prospectus.

	As of March 31, 2011
	(Unaudited)
	(In millions)
Cash and cash equivalents	$	45.7
Debt:
Revolving Loans	$	—
ABL		—
91/4% Senior Notes due 2017(1)		500.0
Total debt	$	500.0
Stockholder’s deficit	$	(47.6	)
Total capitalization	$	452.4

(1) Excludes effect of $6.3 million discount upon original issuance.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OPERATING DATA

     The following table sets forth our selected historical consolidated financial and operating data as of the dates indicated and for the periods indicated. The selected historical consolidated financial data as of December 31, 2008, 2009 and 2010 and for the years ended December 31, 2008, 2009 and 2010, other than “Operating Data,” have been derived from our audited historical consolidated financial statements and related notes included elsewhere in this prospectus, which have been audited by Ernst & Young LLP. The selected historical consolidated financial data as of December 31, 2006 and 2007 and for the two years ended December 31, 2006 and 2007, other than “Operating Data,” have been derived from our historical consolidated financial statements audited by Ernst & Young LLP that are not included herein. The selected historical consolidated financial data as of March 31, 2011 and for the three-month periods ended March 31, 2010 and 2011, other than “Operating Data,” have been derived from our unaudited historical consolidated financial statements and related notes included elsewhere in this prospectus. As a result of our rapid growth through numerous acquisitions, our operating results for the periods presented are not directly comparable.

     The selected historical consolidated financial and operating data set forth below should be read in conjunction with, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes thereto appearing elsewhere in this prospectus.

																Three Months
	Year Ended December 31,															Ended March 31,
	2006			2007			2008(11)			2009			2010			2010(12)			2011(12)
	(Dollars in millions, except for operating data)
Statement of Operations Data:
Net revenue	$	211.8		$	305.6		$	702.4		$	813.9		$	869.5		$	210.3		$	208.5
Costs and expenses:
Salaries and benefits (includes stock compensation of $—, $0.1, $0.3, $0.1 and $0.1, respectively)		92.7			134.8			304.7			346.9			359.7			89.4			93.9
Supplies		30.2			42.7			96.8			109.7			119.6			29.2			30.5
Provision for bad debts		16.1			28.4			81.1			111.3			136.2			30.2			18.0
Other operating expenses		44.5			55.3			137.8			150.3			158.3			37.6			42.0
Depreciation and amortization		13.2			17.8			33.7			37.8			37.1			8.9			9.6
Interest, net		14.2			23.9			50.4			48.5			48.4			11.6			12.7
Management fee to related party		0.1			0.2			0.2			0.2			0.2			—			—
Loss on refinancing		—			—			22.4			—			20.8			—			—
Total costs and expense		211.0			303.1			727.1			804.7			880.3			206.9			206.7
Income (loss) from continuing operations before income taxes		0.8			2.5			(24.7	)		9.2			(10.8	)		3.4			1.8
Income taxes		—			0.9			5.5			2.2			3.2			0.8			0.9
Income (loss) from continuing operations		0.8			1.6			(30.2	)		7.0			(14.0	)		2.6			0.9
Income (loss) from discontinued operations, net of income taxes		—			—			(1.9	)		(4.5	)		(0.2	)		(0.1	)		0.1
Net income (loss)	$	0.8		$	1.6		$	(32.1	)	$	2.5		$	(14.2	)	$	2.5		$	1.0
Less: Net income attributable to noncontrolling interests		—			—			0.5			0.9			1.5			0.4			0.6
Net income (loss) attributable to Capella Healthcare, Inc.	$	0.8		$	1.6		$	(32.6	)	$	1.6		$	(15.7	)	$	2.1		$	0.4
Other Financial Data:
Purchases of property and equipment, net	$	(8.7	)	$	(9.6	)	$	(19.9	)	$	(22.1	)	$	(26.1	)	$	(3.9	)	$	(4.0	)
Net cash provided by operating activities		13.7			21.9			35.8			35.5			65.9			9.2			0.6
Net cash used in investing activities		(19.7	)		(147.7	)		(337.1	)		(16.3	)		(23.8	)		(3.8	)		(2.5	)
Net cash provided by (used in) financing activities		(0.3	)		125.2			307.8			(6.1	)		(13.4	)		(0.2	)		(0.7	)
Adjusted EBITDA(1)		28.4			44.4			82.0			95.7			95.7			23.9			24.1

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Operating Data(2):
Number of hospitals at end of each period(3)		4			5			13			13			13			13			13
Licensed beds(4)		513			842			1,799			1,745			1,745			1,745			1,745
Admissions(5)		15,064			22,508			47,815			50,728			50,682			12,951			12,898
Adjusted admissions(6)		26,999			40,816			93,468			101,405			104,023			25,388			26,020
Net revenue per adjusted admission	$	7,847		$	7,488		$	7,515		$	8,026		$	8,354		$	8,283		$	8,014
Patient days(7)		76,398			110,431			219,281			232,359			231,568			58,945			60,111
Average length of stay (days)(8)		5.1			4.9			4.6			4.6			4.6			4.6			4.7
Occupancy rate (licensed beds)(9)		40.8	%		35.9	%		33.3	%		36.5	%		36.4	%		37.5	%		38.6	%

	As of December 31,										As of March 31,
	2006		2007		2008(11)		2009		2010		2011
	(Dollars in millions, except for operating data)
Balance Sheet Data:
Cash and cash equivalents	$	0.6	$	—	$	6.4	$	19.6	$	48.3	$	45.7
Property, plant and equipment		163.6		245.0		475.9		461.7		450.7		445.1
Total assets		247.0		395.8		745.5		756.3		767.8		765.5
Long-term debt, including current portion		154.9		242.3		487.7		484.5		494.1		494.4
Working capital(10)		22.0		32.2		90.1		106.6		119.2		127.3

(1)	“EBITDA,” a measure used by management to evaluate operating performance, is defined as net income plus (i) provision for income taxes, (ii) interest expense and (iii) depreciation and amortization. EBITDA is not a recognized term under GAAP and does not purport to be an alternative to net income as a measure of operating performance or to cash flows from operating activities as a measure of liquidity. Additionally, EBITDA is not intended to be a measure of free cash flow available for management’s discretionary use, as it does not consider certain cash requirements such as interest payments, tax payments and other debt service requirements. Management believes EBITDA is helpful in highlighting trends because EBITDA excludes the results of decisions that are outside the control of operating management and that can differ significantly from company to company depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which companies operate and capital investments. Management compensates for the limitations of using non-GAAP financial measures by using them to supplement GAAP results to provide a more complete understanding of the factors and trends affecting the business than GAAP results alone. Because not all companies use identical calculations, our presentation of EBITDA may not be comparable to similarly titled measures of other companies.
	“Adjusted EBITDA” is defined as EBITDA plus (i) net income attributable to noncontrolling interests, (ii) loss on refinancing, (iii) loss from discontinued operations and (iv) management fee to related party, if any, for the applicable period. We believe that the inclusion of supplementary adjustments to EBITDA applied in presenting adjusted EBITDA are appropriate to provide additional information to investors about the impact of certain noncash items, unusual items that we do not expect to continue at the same level in the future and other items.
	The following table presents a reconciliation to provide a more detailed analysis of these non-GAAP performance measures:

													Three Months Ended
	Year Ended December 31,												March 31,
	2006		2007		2008			2009		2010			2010		2011
	(Dollars in millions)
Net income (loss)	$	0.8	$	1.6	$	(32.6	)	$	1.6	$	(15.7	)	$	2.1	$	0.4
Plus taxes		—		0.9		5.5			2.2		3.2			0.8		0.9
Plus net interest expense and deferred financing costs		14.2		23.9		50.4			48.5		48.4			11.6		12.7

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Plus depreciation and amortization		13.2		17.8		33.7		37.8		37.1		8.9		9.6
EBITDA	$	28.2	$	44.2	$	57.0	$	90.1	$	73.0	$	23.4	$	23.6
Plus net income attributable to noncontrolling interests	$	—	$	—	$	0.5	$	0.9	$	1.5	$	0.4	$	0.6
Plus loss on refinancing		—		—		22.4		—		20.8		—		—
Plus (income) loss from discontinued operations		—		—		1.9		4.5		0.2		0.1		(0.1	)
Plus management fee to related party		0.1		0.2		0.2		0.2		0.2		—		—
Adjusted EBITDA	$	28.3	$	44.4	$	82.0	$	95.7	$	95.7	$	23.9	$	24.1

(2)	The operating data set forth in this table includes all facilities that are consolidated for financial reporting purposes as of the end of each period presented.
(3)	For the year ended December 31, 2008, Woodland Medical Center is included through June 30, 2008, when it was moved to discontinued operations.
(4)	Licensed beds are those beds for which a facility has been granted approval to operate from the applicable state licensing agency regardless of actual use.
(5)	Represents the number of patients admitted for inpatient treatment.
(6)	General measure of combined inpatient and outpatient volume. We computed adjusted admissions by multiplying admissions by gross patient revenue and then dividing that number by gross inpatient revenue.
(7)	Represents the total number of days of care provided to inpatients.
(8)	Represents the average number of days admitted patients stay in our hospitals.
(9)	Represents the percentage of hospital licensed beds occupied by patients. We calculated occupancy rate percentages by dividing the average daily number of inpatients by the weighted average licensed beds.
(10)	We define working capital as current assets minus current liabilities.
(11)	Effective March 1, 2008, we acquired nine hospitals and their affiliated businesses from CHS.
(12)	The comparability of our results of operations for the three months ended March 31, 2011 compared to the three months ended March 31, 2010 is impacted by the change in our uninsured discount policy, effective January 1, 2011, as more thoroughly explained under “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies.” The change in the uninsured discount policy effectively shifts a portion of our expenses previously classified as provision for bad debts to revenue deductions, thereby resulting in lower net revenue and lower bad debt expense for the three months ended March 31, 2011 as compared to the three months ended March 31, 2010. Had our new uninsured discount policy been in place effective January 1, 2010, our net revenue for the three months ended March 31, 2010 would have been approximately $196.5 million and the provision for bad debts would have been approximately $16.4 million, as follows:

				Provision for
	Net Revenue			Bad Debts
	(In millions)
Historical results of operations for the three months ended March 31, 2010 as presented	$	210.3		$	30.2
Uninsured discount impact of pro forma change in policy for the three months ended March 31, 2010		(13.8	)		(13.8	)
Pro forma results of operations for the three months ended March 31, 2010	$	196.5		$	16.4

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The following table reflects the results of operations for the three months ended March 31, 2010 on a pro forma basis for the change in our uninsured discounts policy:

	Three Months Ended
	March 31, 2010
	(Dollars in millions)
	Amount			%
Net revenue	$	196.5			100.0	%
Costs and expenses:
Salaries and benefits		89.4			45.5
Supplies		29.2			14.9
Provision for bad debts		16.4			8.4
Other operating expenses		37.6			19.1
Depreciation and amortization		8.9			4.5
Interest, net		11.6			5.9
Total costs and expenses		193.1			98.3
Income from continuing operations before income taxes		3.4			1.7
Income taxes		0.8			0.4
Income from continuing operations		2.6			1.3
Loss from discontinued operations, net of taxes		(0.1	)		—
Net income	$	2.5			1.3	%
Less: Net income attributable to noncontrolling interests		0.4			0.2
Net income attributable to Capella Healthcare, Inc.	$	2.1			1.1	%

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     The following discussion and analysis of our financial condition and results of operations includes periods through March 31, 2011. You should read the following discussion of our financial condition and results of operations with “Selected Historical Consolidated Financial and Operating Data” and the audited and unaudited historical consolidated financial statements and accompanying notes included elsewhere in this prospectus. This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in the “Risk Factors” section of this prospectus. Actual results may differ materially from those contained in any forward-looking statements.

Executive Overview

     We are a leading provider of general and specialized acute care, outpatient and other medically necessary services in our primarily non-urban communities. We provide these services through a portfolio of acute care hospitals and complementary outpatient facilities and clinics. As of March 31, 2011, we operated 13 acute care hospitals (12 of which we own and one of which we lease pursuant to a long-term lease) comprised of 1,745 licensed beds in Arkansas, Alabama, Missouri, Oklahoma, Oregon, Tennessee and Washington. We are focused on enabling our facilities to maximize their potential to deliver high quality care in a patient-friendly environment. We invest our financial and operational resources to establish and support services that meet the needs of our communities. We seek to achieve our objectives by providing exceptional quality care to our patients, establishing strong local management teams, physician leadership groups and hospital boards, developing deep physician and employee relationships and working closely with our communities.

     Capella was formed in April 2005 by four former executives of Province Healthcare with the support of a significant equity commitment by certain investment funds affiliated with GTCR. Since 2005, we have completed three significant acquisitions resulting in our current operation of 13 acute care hospitals and have added multiple ancillary outpatient centers and clinics. In December 2005, we acquired four hospitals and their related businesses from HCA, Inc. In December 2006, we acquired Middle Tennessee Surgical Care, an outpatient surgery center now affiliated with River Park Hospital. Effective in April 2007, we acquired by long-term lease Muskogee Regional Medical Center and certain related businesses and joint ventures (the “Muskogee Transaction”). In November 2007, we acquired the remaining minority interests in two diagnostic imaging joint ventures related to the Muskogee Transaction. Effective March 1, 2008, we acquired nine hospitals and their affiliated businesses from CHS. In July 2009, we sold one of those nine facilities, which was located in Cullman, Alabama.

Operating Environment

     We believe that the operating environment for healthcare providers continues to evolve, which presents both challenges and opportunities for us. In order to remain competitive in the markets we serve, we must conform our strategies not only to accommodate the changing operating environment, but also for competitive reasons. These factors will require continued focus on quality of care initiatives. As consumers become more involved in their healthcare decisions, we believe perceived quality of care will become an even greater factor in determining where physicians choose to practice and where patients choose to receive care. In the following paragraphs we discuss both current and future challenges that we face and our strategies to address them proactively.

     Impact of Healthcare Reform

     The Affordable Care Act dramatically alters the United States healthcare system and is intended to decrease the number of uninsured Americans and reduce the overall cost of healthcare. 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 DSH payments, expanding the Medicare program’s use of value-based purchasing programs and tying hospital payments to the satisfaction of certain quality criteria. The Affordable Care Act also contains several Medicare payment and delivery system innovations, including the establishment of a Medicare Shared Savings Program to promote accountability and coordination of care through the creation of accountable care organizations (“ACOs”) and the establishment of pilot programs related to bundled payment for post-acute care. Under the bundled post-acute care pilot program,

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Medicare would pay one bundled payment for acute, inpatient hospital services, physician services, outpatient hospital services, and post-acute care services for an episode of care that begins three days prior to a hospitalization and spans 30 days following discharge. The Affordable Care Act requires the Secretary of HHS to expand the pilot program if it achieves the stated goals of reducing spending while improving or not reducing quality. The pilot program will be established by January 1, 2013, and expanded, if appropriate, by January 1, 2016.

     Under the ACO Medicare Shared Savings Program, organizations known as ACOs would enter into a contract with the Secretary of the HHS in which the ACO agrees to be accountable for the overall care of its Medicare beneficiaries, to have adequate participation of primary care physicians, to define processes to promote evidence-based medicine, to report on quality and costs, and to coordinate care. ACOs that meet quality and efficiency standards would be allowed to share in the cost savings they achieve for the Medicare program. On March 31, 2011, CMS released proposed ACO regulations setting forth the parameters of ACO contracts and payments under the Medicare Shared Savings Program. The proposed rules outline certain key characteristics of an ACO, including the scope and length of an ACO’s contract with CMS, the required governance of an ACO, the assignment of Medicare beneficiaries to an ACO, the payment models under which an ACO can share in cost savings, and the quality and other reporting requirements expected of an ACO. Under the proposed regulations, patient and provider participation in ACOs will be voluntary. We will continue to monitor developments in the proposed ACO regulations. We cannot predict if the proposed ACO rules will be adopted or, if adopted, if they will be adopted in their current form. These regulations are subject to comment and may contain significant revisions when they are released in final form.

     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 RACs in the Medicaid program, expanding the scope of the federal False Claims Act and generally prohibiting physician-owned hospitals from increasing the total percentage of physician ownership or increasing the aggregate number of operating rooms, procedure rooms, and beds for which they are licensed.

     As part of the effort to control or reduce healthcare spending, the Affordable Care Act places a number of significant requirements and limitations on the exception to the federal physician self-referral prohibition, commonly known as the Stark Law, that allows physicians to have ownership interests in hospitals (the “Whole Hospital Exception”). Among other things, the Affordable Care Act prohibits hospitals from increasing the percentage of the total value of the ownership interest held in the hospital by physicians after March 23, 2010.

     Because a majority of the measures contained in the Affordable Care Act do not take effect until 2014, it is difficult to predict the impact the Affordable Care Act will have on us. 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 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 because of 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 the 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.

     Medicare and Medicaid Reimbursement

     Under the Medicare program, hospitals are reimbursed for the operating costs of acute care inpatient stays under an IPPS pursuant to which a hospital receives a fixed payment amount per inpatient discharge based on the patient’s assigned MS-DRG. Over a two-year transition period that began in October 2007, CMS implemented MS-DRGs to replace the previously used Medicare diagnosis related groups in an effort to better recognize severity of illness and cost of providing care in Medicare payment rates. Each MS-DRG is assigned a payment weight that is based on the average amount of hospital resources that are needed to treat Medicare patients in that MS-DRG. MS-DRG payments are adjusted for area wage differentials. In addition, if a hospital treats a patient who is more expensive to treat than the average Medicare patient in the same MS-DRG, the hospital will receive an additional outlier payment if the hospital’s cost of treating that patient exceeds a certain threshold amount. MS-DRG classifications and

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weights are re-calibrated and adjusted on an annual basis to reflect the inflation experienced by hospitals (and entities outside the healthcare industry) in purchasing goods and services (the “market basket index”).

     Medicare payment methodologies have been, and can be expected to continue to be, significantly revised based on cost containment and policy considerations. CMS has already begun to implement some of the Medicare reimbursement reductions required by the Affordable Care Act. These revisions will likely be more frequent and significant as more of the Affordable Care Act’s changes and cost-saving measures become effective.

     On April 19, 2011, CMS issued its hospital IPPS proposed rule for FFY 2012, which begins on October 1, 2011. CMS projects that Medicare reimbursement for hospital inpatient services will decrease by 0.5%, or $498 million, between FFY 2011 and FFY 2012. The proposed market basket update is 1.5% for hospitals that successfully report the quality measures for the Hospital Inpatient Quality Reporting Program (the “IQR Program”) (formerly the Reporting Hospital Quality Data for Annual Payment Update Program) in FFY 2012 and -0.5% for those that do not. The update is based on a projected inflation increase of 2.8% in hospital costs, which is reduced by a multi-factor productivity adjustment of 1.2% and an additional 0.1% as required by the Affordable Care Act. Under the proposed rule, Medicare payments would also be increased by 1.1% in response to the outcome of litigation regarding the Medicare program’s rural floor budget neutrality adjustments for FFY 2007 and FFY 2008 and reduced by 3.15%, as required by the TMA Act. CMS has indicated that an additional -0.75% adjustment will be required in the future to recover the remaining amounts that are required to be recouped under the TMA Act.

     In addition, the proposed rule contains several provisions intended to strengthen the relationship between payment and quality of service. First, the rule proposes a number of policies as part of the Hospital Readmissions Reduction Program, established by the Affordable Care Act, which requires a reduction in Medicare payments to hospitals with excess readmissions for certain conditions. Second, the proposed rule expands the quality measures that hospitals must report in FFYs 2014 and 2015 to avoid a 2% payment reduction under the IQR Program by, among other things, increasing the number of measures to be reported from 60 to 73. Third, the proposed rule adds one new condition to the list of hospital-acquired conditions (“HACs”) under the policy which prevents hospitals from being paid at an enhanced rate for treating a beneficiary if the sole reason for the higher payment is the occurrence, during the beneficiary’s hospital stay, of one of the conditions on the HAC list. Finally, the proposed rule expands the list of measures CMS has proposed to adopt for the FFY 2014 Hospital Value-Based Purchasing Program (the “VBP Program”), authorized by the Affordable Care Act.

     Hospitals that treat a disproportionately large number of low-income patients currently receive additional payments from Medicare in the form of DSH payments. DSH payments are determined annually based upon certain statistical information defined by CMS and are calculated as a percentage add-on to the MS-DRG payments. This percentage varies, depending on several factors that include the percentage of low-income patients served. The recent health reform legislation contains certain changes to the DSH formula, including a change that would give greater weight to the amount of uncompensated care provided by a hospital than it would to the number of low- income patients treated.

     As authorized by the Affordable Care Act, HHS issued its final rule on April 29, 2011 launching the VBP Program. The VBP Program begins in October 2012 and provides that hospitals will be paid for inpatient acute care services based on quality of care measures as specifically set forth by CMS. The quality measures focus on how closely hospitals follow best clinical practices and how well hospitals enhance patients’ experiences of care. The higher the quality measures, the higher the reward from CMS. We intend for our facilities to achieve high levels of quality under the VBP Program, however, we cannot guarantee that our facilities’ reimbursement will increase and will not decrease as a result of the implementation of the VBP Program.

     There is considerable pressure on governmental payors, managed Medicare/Medicaid payors and commercial managed care payors to control costs by either reducing or limiting increases in reimbursement to healthcare providers or limiting benefits to enrollees. The current economic downturn has magnified these pressures. Lower than expected tax collections resulting from higher unemployment and depressed consumer spending have resulted in budget shortfalls for most states, including those in which we operate. Additionally, the demand for Medicaid coverage has increased as a result of job losses that have left many individuals without health insurance. To balance their budgets, many states have adopted, or may be considering, legislation that is intended to reduce Medicaid coverage and program eligibility, enroll Medicaid recipients in managed care programs, and/or impose additional

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taxes on hospitals to help finance or expand their Medicaid programs. During the three months ended March 31, 2011 and 2010, Medicaid and managed Medicaid programs accounted for approximately 12.7% and 11.6%, respectively, of our net revenue. Managed care payors also face economic pressures during periods of economic weakness as a result of lower enrollment resulting from higher unemployment rates and the inability of individuals to afford private insurance coverage. These payors may respond to these challenges by reducing or limiting increases to healthcare provider reimbursement rates or reducing benefits to enrollees. During the three months ended March 31, 2011 and 2010, we recognized approximately 37.1% and 39.0%, respectively, of our net revenue from managed care payors. If we do not receive increased payor reimbursement rates from governmental or managed care payors that cover the increasing cost of providing healthcare services to our patients or if governmental payors defer payments to our hospitals, our margins could deteriorate, which could adversely effect our financial condition, results of operations and cash flows.

     Congress has made an effort to address the financial challenges Medicaid is facing by recently increasing the amount of Medicaid funding available to states through the ARRA and the Assistance Act, which increased Federal Medical Assistance Percentage (“FMAP”) payments through June 30, 2011. We cannot predict if the increased FMAP payments will be further extended or the impact that the phase-out of the increased FMAP payments will have on state Medicaid programs in the future.

     Medicare and Medicaid spending continues to be a key issue in the ongoing Congressional budget debates. Both the President and Congress have proposed revisions to the Medicare and Medicaid programs that could have a substantial impact on the reimbursement that is paid to providers. We cannot predict whether Congress will make substantial changes to the Medicare and/or Medicaid programs and, if so, how any such changes would impact our revenue and results of operations.

     Pay for Performance Reimbursement

     Many payors, including Medicare and several large managed care organizations, currently require hospital providers to report certain quality measures in order to receive the full amount of payment increases that were awarded automatically in the past. For federal fiscal year 2010, Medicare expanded the number of quality measures to be reported to 47, compared to 43 during federal fiscal year 2009. Many large managed care organizations have developed quality measurement criteria that are similar to or even more stringent than these Medicare requirements. While current Medicare guidelines and contracts with most managed care payors provide for reimbursement based upon the reporting of quality measures, we believe significant payors will utilize the quality measures to determine reimbursement rates for hospital services. We have developed key processes and infrastructure that we believe enable us to meet or exceed the current established quality guidelines. We plan to continue to invest in quality initiatives and technology in order to meet the quality demands of our payors in the future.

     Implementation of our Clinical Quality Initiatives

     The integral component of responding to each of the challenge areas previously discussed is quality of care. We have implemented many of our expanded clinical quality initiatives and are in the process of implementing several others. These initiatives include the following:

• review of the current CMS quality indicators;

• mock Joint Commission surveys conducted by a third-party;

• implementation of hourly nursing rounds;

• alignment of hospital management incentive compensation with quality and satisfaction indicators;

• feedback from our LPLGs, NPLG and PAG;

• hospital board and medical staff oversight of patient safety and quality of care; and

• investment in clinical technology.

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     Physician Alignment

     Our ability to attract skilled physicians to our hospitals is critical to our success. Coordination of care and alignment of care strategies between hospitals and physicians will become more critical as reimbursement becomes more episode-based. We have physician recruitment goals with primary emphasis on recruiting physicians specializing in family practice, internal medicine, general surgery, oncology, obstetrics and gynecology, cardiology, neurology, orthopedics and inpatient hospital care (hospitalists). To provide our patients access to the appropriate physician resources, we actively recruit physicians to the communities served by our hospitals through employment agreements, relocation agreements or physician practice acquisitions. We invest in the infrastructure necessary to coordinate our physician alignment strategies and manage our physician operations. The costs associated with recruiting, integrating and managing a large number of new physicians will have a negative impact on our operating results and cash flows in the near term. However, we expect to realize improved clinical quality and service expansion capabilities from this initiative that will impact our operating results positively over the long term.

     Cost Pressures

     In order to demonstrate a highly reliable environment of care, we must hire and retain nurses who share our ideals and beliefs with respect to delivering high quality patient care and who have access to the training necessary to implement our clinical quality initiatives. While the national nursing shortage has abated somewhat during the last year, the nursing workforce remains volatile. As a result, we expect continuing pressures on nursing salaries and benefits. These pressures include base wage increases, demands for flexible working hours and other increased benefits as well as higher nurse-to-patient ratios. In addition, inflationary pressures and technological advancements and increased acuity continue to drive supply costs higher. We implemented multiple supply chain initiatives, including consolidation of low-priced vendors, established value analysis teams and coordinated quality of care efforts to encourage group purchasing contract compliance.

Adoption of Electronic Health Records

     The Health Information Technology for Economic and Clinical Health Act, or the HITECH Act, was enacted into law on February 17, 2009 as part of the American Recovery and Reinvestment Act of 2009, or the ARRA. The HITECH Act includes provisions designed to increase the use of electronic health records, or EHR, by both physicians and hospitals. We intend to comply with the EHR meaningful use requirements of the HITECH Act in time to qualify for the maximum available Medicare and Medicaid incentive payments. Our compliance will result in significant costs including professional services focused on successfully designing and implementing our EHR solutions along with costs associated with the hardware and software components of the project. We continue to refine our budgeted costs and the expected reimbursement improvements associated with our EHR initiatives and have the potential to receive reimbursement in the later part of 2011. We currently estimate that at a minimum total costs incurred to comply will be recovered through improved reimbursement amounts over the projected lifecycle of this initiative.

Revenue/Volume Trends

     Our revenue depends upon inpatient occupancy levels, outpatient procedures, ancillary services and therapy programs as well as our ability to negotiate appropriate payment rates for services with third-party payors and our ability to achieve quality metrics to maximize payment from our payors.

     Sources of Revenue

     The primary sources of our revenue include various managed care payors, including managed Medicare and managed Medicaid programs, the traditional Medicare program, various state Medicaid programs, commercial health plans and patients themselves. We are typically paid less than our gross charges, regardless of the payor source, and report net revenue to reflect contractual adjustments and other allowances required by managed care providers and federal and state agencies.

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     The following table sets forth the percentages of net patient revenue by payor for the years ended December 31, 2008, 2009 and 2010 and the three-months ended March 31, 2011:

										Three Months
	Year Ended December 31,									Ended March 31,
	2008			2009			2010			2010			2011
Medicare(1)		36.1	%		39.1	%		36.0	%		37.7	%		39.9	%
Medicaid(1)		8.3			9.6			12.0			11.6			12.7
Managed Care and Other		43.4			38.3			36.1			39.0			37.1
Self-pay		12.2			13.0			15.9			11.7			10.3
Total		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%

(1) Includes net patient revenue received under managed Medicare or managed Medicaid programs.

     The trends in the various categories of our results are driven primarily by our acquisition history and to a lesser extent the shifts in payor mix because of economic conditions. For example, those assets acquired in 2008 have a higher concentration in “Medicare and Medicaid” versus the assets acquired in earlier years.

     Impact of Current Economic Environment

     We continue to experience volume pressure based on reduced demand for inpatient healthcare services and increased competition for patients. The recent economic downturn impacted healthcare and many other industries negatively. While many healthcare services are considered non-discretionary in nature, certain services including elective procedures and other non-emergent services may be deferred or canceled by patients when they are suffering personal financial hardship or have a negative outlook on the general economy. Continually high unemployment results in high numbers of uninsured patients, and employer cost reduction programs may result in a higher level of co-pays and deductible limits for patients. Governmental payors and managed care payors may reduce reimbursement paid to hospitals and other healthcare providers to address economic and regulatory pressures. We believe a more severe economic downturn could have an adverse impact on our revenue whether in the form of payor mix shifts from managed care to uninsured or Medicaid, additional charity care, lower patient volumes, lower collection rates of patient co-pay and deductible balances or a combination of such factors. We expect our volumes to improve over the long-term as a result of our quality of care, physician recruitment and service line expansion initiatives. In addition, in a number of our markets, the population growth of a key age category that demands more hospital services is near or exceeds the national average. We cannot determine when we will realize the benefits of our long-term strategies.

     Payor Reimbursement Trends

     In addition to the volume factors described above, patient mix, acuity factors and pricing trends affect our net revenue. Net revenue per adjusted admission was $8,026 and $8,359 for the years ended December 31, 2009 and 2010, respectively. This increase reflects: (i) an increase in the average acuity of our services provided as evidenced by an increase of 3.1% in our Medicare case mix index, which refers to the acuity or severity of illness of an average Medicare patient at our hospitals, to 1.35 as compared to 1.31 in the prior year; (ii) favorable managed care contract pricing negotiations; (iii) Medicare hospital market basket increases; (iv) the impact from price increases; and (v) the impact from new provider tax programs in a number of the states in which we operate. However, as a result of consolidation of managed care plans and federal and state efforts to decrease Medicare and Medicaid spending, our ability to recognize improved reimbursement above or equal to rates recognized in previous periods could become more difficult.

     Net revenue per adjusted admission was $8,283 and $8,014 for the three months ended March 31, 2010 and 2011, respectively. Adjusted for the change, effective January 1, 2011, in the uninsured discount policy described below under “Critical Accounting Policies,” pro forma net revenue per adjusted admission for the three months ended March 31, 2010 was $7,824. The increase in net revenue per adjusted admission for the three months ended March 31, 2011 over pro forma for the same period in 2010 was 2.4%. This increase reflects: (i) an increase in the average acuity of our services provided as evidenced by an increase of 0.7% in our Medicare case mix index, which

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refers to the acuity or severity of illness of an average Medicare patient at our hospitals, to 1.38 as compared to 1.37 in the prior year; (ii) favorable managed care contract pricing negotiations; (iii) Medicare hospital market basket increases; (iv) the impact of price increases, and (v) the impact of provider tax programs in three of the states in which we operate. However, as a result of consolidation of managed care plans and federal and state efforts to decrease Medicare and Medicaid spending, our ability to recognize improved reimbursement above or equal to rates recognized in previous periods could become more difficult.

     We cannot assure you that future reimbursement rates, even if improved, will cover potential increases in the cost of providing healthcare services to our patients.

     Accounts Receivable Collection Risks Leading to Increased Bad Debts

     Similar to others in the hospital industry, we have a significant amount of self-pay receivables (including co-payments and deductibles from insured patients), and collecting these receivables may become more difficult if economic conditions worsen. The following table provides a summary of our accounts receivable payor class mix as of December 31, 2008, 2009 and 2010 and March 31, 2011:

December 31, 2008	0-90 Days			91-180 Days			Over 180 Days			Total
Medicare(1)		21.3	%		0.7	%		0.6	%		22.6	%
Medicaid(1)		6.8			0.6			0.7			8.1
Managed Care and Other		21.3			2.3			1.4			25.0
Self-Pay(2)		12.4			11.5			20.4			44.3
Total		61.8	%		15.1	%		23.1	%		100.0	%

December 31, 2009	0-90 Days			91-180 Days			Over 180 Days			Total
Medicare(1)		21.5	%		0.5	%		0.3	%		22.3	%
Medicaid(1)		5.8			0.4			0.4			6.6
Managed Care and Other		20.3			1.6			1.1			23.0
Self-Pay(2)		14.2			11.7			22.2			48.1
Total		61.8	%		14.2	%		24.0	%		100.0	%

December 31, 2010	0-90 Days			91-180 Days			Over 180 Days			Total
Medicare(1)		22.0	%		0.4	%		0.3	%		22.7	%
Medicaid(1)		6.2			0.7			0.5			7.4
Managed Care and Other		18.7			1.6			1.0			21.3
Self-Pay(2)		13.6			12.4			22.6			48.6
Total		60.5	%		15.1	%		24.4	%		100.0	%

March 31, 2011	0-90 Days			91-180 Days			Over 180 Days			Total
Medicare(1)		25.6	%		0.5	%		0.4	%		26.5	%
Medicaid(1)		6.1			0.7			0.4			7.2
Managed Care and Other		17.1			1.7			0.9			19.7
Self-Pay(2)		10.2			11.8			24.6			46.6
Total		59.0	%		14.7	%		26.3	%		100.0	%

(1)	Includes net patient revenue received under managed Medicare or managed Medicaid programs.
(2)	Includes both uninsured as well as estimated co-payment and deductible amounts from insured patients.

     The volume of self-pay accounts receivable remains sensitive to a combination of factors, including price increases, acuity of services, higher levels of insured patient co-payments and deductibles, economic factors and the increased difficulties of uninsured patients who do not qualify for charity care programs to pay for escalating healthcare costs. We have implemented a number of practices to mitigate bad debt expense and increase collections, including increased focus on upfront cash collections, incentive plans for our hospitals’ financial counselors and registration personnel, increased focus on payment plans with non-emergent patients, among other efforts. Despite

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these practices, we believe bad debts will remain a significant risk for us and the rest of the hospital industry in the near term.

Critical Accounting Policies

     The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the reported amounts and related disclosures. We consider an accounting estimate to be critical if:

• It requires assumptions to be made that were uncertain at the time the estimate was made; and

• Changes in the estimate or different estimates that could have been made could have a material impact on our consolidated results of operations or financial condition.

     Revenue and Revenue Deductions

     We recognize net revenue during the period the healthcare services are provided based upon estimated amounts due from payors. We record contractual adjustments to our gross charges to reflect expected reimbursement negotiated with or prescribed by third-party payors. We estimate contractual adjustments and allowances based upon payment terms set forth in managed care health plan contracts and by federal and state regulations. For the majority of our net revenue, we apply contractual adjustments to patient accounts at the time of billing using specific payor contract terms entered into the accounts receivable systems, but in some cases we record an estimated allowance until payment is received. If our estimated contractual adjustments as a percentage of gross revenue had been 1% higher for all insured accounts, our net revenue would have been reduced by approximately $31.0 million and $8.3 million for the year ended December 31, 2010 and the three months ended March 31, 2011, respectively. We derive most of our net revenue from healthcare services provided to patients with Medicare (including managed Medicare plans) or managed care insurance coverage.

     Services provided to Medicare patients are generally reimbursed at prospectively determined rates per diagnosis, while services provided to managed care patients are generally reimbursed based upon predetermined rates per diagnosis, per diem rates or discounted fee-for-service rates. Medicaid reimbursements vary by state. Other than Medicare, no individual payor represents more than 12% of our net revenue.

     Medicare regulations and many of our managed care contracts are often complex and may include multiple reimbursement mechanisms for different types of services provided in our healthcare facilities. To obtain reimbursement for certain services under the Medicare program, we must submit annual cost reports and record estimates of amounts owed to or receivable from Medicare. These cost reports include complex calculations and estimates related to indirect medical education, disproportionate share payments, reimbursable Medicare bad debts and other items that are often subject to interpretation that could result in payments that differ from recorded estimates. We estimate amounts owed to or receivable from the Medicare program using the best information available and our interpretation of the applicable Medicare regulations. We include differences between original estimates and subsequent revisions to those estimates (including final cost report settlements) in our consolidated statements of operations in the period in which the revisions are made. Net adjustments for final third-party settlements increased net revenue and income from continuing operations before income taxes by $2.8 million, $4.4 million and $0.6 million during the years ended December 31, 2008, 2009 and 2010, respectively.

     Net adjustments for final third-party settlements increased net revenue and income from continuing operations before income taxes by $0.2 million for the three months ended March 31, 2010 and decreased net revenue and income from continuing operations before income taxes by $0.3 million for the three months ended March 31, 2011. Additionally, updated regulations and contract negotiations with payors occur frequently, which necessitates continual review of revenue estimation processes by management. Management believes that future adjustments to its current third-party settlement estimates will not materially impact our results of operations, cash flows or financial position.

     We do not pursue collection of amounts due from uninsured patients that qualify for charity care under our guidelines (currently those uninsured patients whose incomes are equal to or less than 200% of the current federal

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poverty guidelines set forth by the Department of Health and Human Services). We deduct charity care accounts from gross revenue when we determine that the account meets our charity care guidelines. We also provide discounts from billed charges and alternative payment structures for uninsured patients who do not qualify for charity care but meet certain other minimum income guidelines, primarily those uninsured patients with incomes between 200% and 500% of the federal poverty guidelines. Charity care deductions reduced gross revenue by $11.7 million, $15.7 million and $18.6 million during the years ended December 31, 2008, 2009 and 2010, respectively, and by $4.4 million and $5.3 million during the three months ended March 31, 2010 and 2011.

     Allowance for Doubtful Accounts and Provision for Doubtful Accounts

     Our ability to collect the self-pay portion of our receivables is critical to our operating performance and cash flows. Our allowance for doubtful accounts was approximately 47.8% and 51.6% of accounts receivable, net of contractual discounts, as of December 31, 2009 and 2010, respectively. Our additions to the allowance for doubtful accounts are made by means of the provision for doubtful accounts. Accounts written off as uncollectable are deducted from the allowance for doubtful accounts and subsequent recoveries are added. The amount of the provision for doubtful accounts is based upon our assessment of historical and expected net collections, business and economic conditions, trends in federal, state, and private employer healthcare coverage and other collection indicators. The provision for doubtful accounts and the allowance for doubtful accounts relate primarily to uninsured amounts (including copayment and deductible amounts from patients who have healthcare coverage) due directly from patients. We write off accounts when all reasonable internal and external collection efforts have been performed. We consider the return of an account from the primary external collection agency to be the culmination of our reasonable collection efforts and the timing basis for writing off the account balance. We rely on the results of detailed reviews of historical write offs and recoveries (the hindsight analysis) as a primary source of information to utilize in estimating the collectibility of our accounts receivable. We perform the hindsight analysis on a monthly basis for all hospitals, utilizing rolling 12-months accounts receivable collection, write off and recovery data. We supplement our hindsight analysis with other analytical tools, including, but not limited to, revenue days in accounts receivable, historical cash collections experience and revenue trends by payor classification. Adverse changes in general economic conditions, billing and collections operations, payor mix, or trends in federal or state governmental healthcare coverage could affect our collection of accounts receivable, cash flows and results of operations. If our uninsured accounts receivable as of December 31, 2010 were 1% higher, our provision for doubtful accounts would have increased by $1.2 million.

     Insurance Reserves

     We are self-insured for substantially all of the medical expenses and benefits of our employees. Our reserve for employee medical benefits primarily reflects the current estimate of incurred but not reported losses, based upon an actuarial calculation.

     Given the nature of our operating environment, we are subject to potential medical malpractice lawsuits and other claims as part of providing healthcare services. To mitigate a portion of this risk, we maintain insurance through Auriga in sufficient amounts for malpractice claims, subject to a self-insured retention per occurrence. Auriga has re-insurance for malpractice claims which cover additional amounts in the aggregate. Our reserves for professional and general liability claims are based upon independent actuarial calculations, which consider historical claims data, demographic considerations, severity factors and other actuarial assumptions in determining reserve estimates. Our reserve estimates are discounted to present value using a 3.0% discount rate.

     We are also subject to potential workers’ compensation claims as part of providing healthcare services. To mitigate a portion of this risk, we maintain insurance for individual workers’ compensation claims exceeding approximately $250,000 per occurrence and $5.0 million in the aggregate per year. Our hospital facility located in the State of Washington and our two facilities located in Oklahoma participate in state-specific programs rather than our established program. Our reserve for workers’ compensation is based upon an independent third-party actuarial calculation, which considers historical claims data, demographic considerations, development patterns, severity factors and other actuarial assumptions. Our reserve estimates are undiscounted and are revised on an annual basis. Our reserve for workers’ compensation claims reflects the current estimate of all outstanding losses, including incurred but not reported losses, based upon an actuarial calculation.

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     Our expense for professional and general liability claims and workers’ compensation claims each year includes: the actuarially determined estimate of losses for the current year, including claims incurred but not reported (“IBNR”); the change in the estimate of losses for prior years based upon actual claims development experience as compared to prior actuarial projections; amortization of the insurance premiums for losses in excess of our self-insured retention level; the administrative costs of the insurance program; and interest expense related to the discounted portion of the liability.

     The following tables summarize our claims loss and claims payment information during the years ended December 31, 2008, 2009 and 2010 and our professional and general liability reserve balances (including the current portions of such reserves) as of December 31, 2009 and 2010.

	Year Ended
	December 31,
	2008		2009		2010
			(In millions)
Accrual for general and professional liability claims at January 1	$	2.1	$	5.4	$	9.7
Expense (income) related to(1):
Current accident year		3.7		4.4		4.9
Prior accident years		—		0.9		(0.4	)
Total incurred loss and loss expense		3.7		5.3		4.5
Paid claims and expenses related to:
Current accident year		0.1		0.1		0.2
Prior accident years		0.3		0.9		1.6
Total paid claims and expense		0.4		1.0		1.8
Accrual for general and professional liability claims at December 31	$	5.4	$	9.7	$	12.4

(1) Total expense, including premiums for insured coverage, was $10.7 million, $10.9 million and $11.8 million for the years ended December 31, 2008, 2009 and 2010, respectively.

     Our estimate of professional and general liability and workers compensation IBNR utilizes statistical confidence levels that are below 75%. Using a higher statistical confidence level, while not permitted under GAAP, would increase the estimated reserve. The following table illustrates the sensitivity of the reserve estimates at 75% and 90% confidence levels:

	Professional and		Workers
	General Liability		Compensation
	(In millions)
December 31, 2008 reserve:
As Reported	$	5.4	$	2.4
With 75% Confidence Level		6.5		2.6
With 90% Confidence Level		8.2		3.0
December 31, 2009 reserve:
As Reported	$	9.7	$	2.0
With 75% Confidence Level		11.4		2.4
With 90% Confidence Level		14.1		2.8
December 31, 2010 reserve:
As Reported	$	12.4	$	2.7
With 75% Confidence Level		13.8		2.8
With 90% Confidence Level		17.1		3.3

     If our estimate of the number of unpaid days of employee health claims expense changed by five days, our employee health IBNR estimate would change by approximately $0.4 million.

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     Income Taxes

     We believe that our income tax provisions are accurate and supportable, but certain tax matters require interpretations of tax law that may be subject to future challenge and may not be upheld under tax audit. To reflect the possibility that all of our tax positions may not be sustained, we maintain tax reserves that are subject to adjustment as updated information becomes available or as circumstances change. We record the impact of tax reserve changes to our income tax provision in the period in which the additional information, including the progress of tax audits, is obtained.

     We assess the realization of our deferred tax assets to determine whether an income tax valuation allowance is required. Based on all available evidence, both positive and negative, and the weight of that evidence to the extent such evidence can be verified objectively, we determine whether it is more likely than not that all or a portion of the deferred tax assets will be realized. The factors used in this determination include the following:

• cumulative losses in recent years;

• income/losses expected in future years;

• unsettled circumstances that, if favorably resolved, would adversely affect future operations;

• availability, or lack thereof, of taxable income in prior carryback periods that would limit realization of tax benefits;

• carryforward period associated with the deferred tax assets and liabilities; and

• prudent and feasible tax planning strategies.

     In addition, financial forecasts used in determining the need for or amount of federal and state valuation allowances are subject to changes in underlying assumptions and fluctuations in market conditions that could significantly alter our recoverability analysis and thus have a material adverse effect on our consolidated financial condition, results of operations or cash flows. Effective January 1, 2009, we adopted the provisions of Financial Accounting Standards Board (“FASB”) authoritative guidance regarding income tax uncertainties. No tax adjustment was required upon adoption of this authoritative guidance. Under these provisions, we elected to classify interest paid on an underpayment of income taxes and related penalties as a component of income tax expense.

     Long-Lived Assets and Goodwill

     Long-lived assets, including property, plant and equipment and amortizable intangible assets, comprise a significant portion of our total assets. We evaluate the carrying value of long-lived assets when impairment indicators are present or when circumstances indicate that impairment may exist under the provisions of FASB authoritative guidance regarding the impairment or disposal of long-lived assets. When management believes impairment indicators may exist, projections of the undiscounted future cash flows associated with the use of and eventual disposition of long-lived assets held for use are prepared. If the projections indicate that the carrying values of the long-lived assets are not recoverable, we reduce the carrying values to fair value. For long-lived assets held for sale, we compare the carrying values to an estimate of fair value less selling costs to determine potential impairment. Our business comprises a single operating reporting unit for impairment of long-lived assets. These impairment tests are heavily influenced by assumptions and estimates that are subject to change as additional information becomes available. Given the relatively few number of hospitals we own and the significant amounts of long-lived assets attributable to those hospitals, an impairment of the long-lived assets could materially adversely impact our operating results or financial position.

     Goodwill also represents a significant portion of our total assets. We review goodwill for impairment annually at October 1 or more frequently if certain impairment indicators arise under the provisions of FASB authoritative guidance regarding goodwill and other intangible assets. Our business comprises a single operating unit for impairment of goodwill. We review our carrying value of the consolidated net assets to the net present value of our estimated discounted future cash flows. If the carrying value exceeds the net present value of estimated discounted future cash flows, an impairment indicator exists and an estimate of the impairment loss is calculated. The fair value calculation includes multiple assumptions and estimates, including the projected cash flows and discount rates

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applied. Changes in these assumptions and estimates could result in goodwill impairment that could materially adversely impact our financial position or results of operations.

     We did not incur any impairment charges during the years ended December 31, 2008, 2009 or 2010 and the three months ended March 31, 2011.

     Allowance for Doubtful Accounts, Provision for Doubtful Account, and Uninsured Discounts

     Our ability to collect the self-pay portion of our receivables is critical to our operating performance and cash flows. Our allowance for doubtful accounts was approximately 51.6% and 48.7% of accounts receivable, net of contractual discounts, as of December 31, 2010 and March 31, 2011 respectively. Our additions to the allowance for doubtful accounts are made by means of the provision for doubtful accounts. Accounts written off as uncollectable are deducted from the allowance for doubtful accounts and subsequent recoveries are added. The amount of the provision for doubtful accounts is based upon our assessment of historical and expected net collections, business and economic conditions, trends in federal, state, and private employer healthcare coverage and other collection indicators. The provision for doubtful accounts and the allowance for doubtful accounts relate primarily to uninsured amounts (including co-payment and deductible amounts from patients who have healthcare coverage) due directly from patients. We write off accounts when all reasonable internal and external collection efforts have been performed. We consider the return of an account from the primary external collection agency to be the culmination of our reasonable collection efforts and the appropriate time basis for writing off the account balance. We determine the adequacy of the allowance for doubtful accounts utilizing a number of analytical tools and benchmarks. No single statistic or measurement alone determines the adequacy of the allowance. Specifically, we monitor the revenue trends by payor classification on a month-by-month basis along with the composition of our accounts receivable agings. This review is focused primarily on trends in self-pay revenues, accounts receivable, co-payment receivables, historical payment patterns and other factors such as revenue days in accounts receivable. Adverse changes in general economic conditions, billing and collections operations, payor mix, or trends in federal or state governmental healthcare coverage could affect our collection of accounts receivable, cash flows and results of operations.

     Effective January 1, 2011, we adopted a uniform uninsured discount policy. Under this policy, all patients without insurance are provided a 60% discount from gross charges at the time of billing. The discount is reflected as a deduction from revenue in the determination of net revenue. The amount billed to the patient is subject to our customary collection process and, to the extent not collected, becomes subject to our policy governing our bad debt provision. Prior to January 1, 2011, each of our hospitals utilized a market-specific uninsured discount policy and in each case at an amount less than 60%.

Results of Operations

     Same-Hospital Operating Results and Data

     We present same-hospital results and operating data as a basis for measuring organic growth and results of operations. During periods in which we acquire or divest of hospitals, our same-hospital operating results and data will not be directly comparable to our consolidated results. For the two-year period ended December 2009, we are providing a summary of same-hospital operating results and data for the four hospitals we owned since 2005 and Muskogee Regional Medical Center, as these are the only five hospitals that we operated for the full 12 months in each period. For the two-year period ended December 2008, we are only providing same-hospital operating results and data for the four hospitals we owned since 2005 as these are the only hospitals we operated for the full 12 months in each period. Because our same-hospital operating results for these periods reflect results for less than half of our current hospitals and represent a relatively small number of facilities, same-hospital results for these periods can be disproportionately affected by the results of any one hospital. For example, the impact of the opening of a competing physician-owned hospital in our Muskogee, Oklahoma market in April 2009 materially affected the comparative same-hospital data in 2009 as compared to 2008. In addition, because of our short operating history and because we are in the early stages of implementing our operating initiatives and strategies at many of our hospitals, our consolidated and same-hospital operating results will not fully reflect some of these initiatives, including certain targeted capital investments to expand and enhance services, the benefits of our recent physician recruitment strategies and our recent cost savings actions.

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     Our December 31, 2010 and 2009 same-hospital data represents the first comparative period in which we owned all 13 of our hospitals for the full periods presented and, therefore, our same hospital results and consolidated data are the same for these periods.

     Selected Operating Statistics

     The following table presents summaries of results of operations for the three years ended December 31, 2010, 2009 and 2008 and the three-month periods ended March 31, 2011 and 2010.

										Three Months
	Year Ended December 31,									Ended March 31,
	2008			2009			2010			2010			2011
	(In millions)
Net revenue	$	702.4		$	813.9		$	869.5		$	210.3		$	208.5
Costs and expenses:
Salaries and benefits (includes stock compensation of $ —, $0.1, $0.3, $0.1 and $0.1, respectively)		304.7			346.9			359.7			89.4			93.9
Supplies		96.8			109.7			119.6			29.2			30.5
Provision for bad debts		81.1			111.3			136.2			30.2			18.0
Other operating expenses		137.8			150.3			158.3			37.6			42.0
Depreciation and amortization		33.7			37.8			37.1			8.9			9.6
Interest, net		50.4			48.5			48.4			11.6			12.7
Management fee to related party		0.2			0.2			0.2			—			—
Loss on refinancing		22.4			—			20.8			—			—
Total costs and expense		727.1			804.7			880.3			206.9			206.7
Income (loss) from continuing operations before income taxes		(24.7	)		9.2			(10.8	)		3.4			1.8
Income taxes		5.5			2.2			3.2			0.8			0.9
Income (loss) from continuing operations		(30.2	)		7.0			(14.0	)		2.6			0.9
Loss from discontinued operations, net of taxes		(1.9	)		(4.5	)		(0.2	)		(0.1	)		0.1
Net income (loss)	$	(32.1	)	$	2.5		$	(14.2	)	$	2.5		$	1.0
Less: Net income attributable to noncontrolling interests		0.5			0.9			1.5			0.4			0.6
Net income (loss) attributable to Capella Healthcare, Inc.	$	(32.6	)	$	1.6		$	(15.7	)	$	2.1		$	0.4

     The comparability of our results of operations for the three months ended March 31, 2011 compared to the three months ended March 31, 2010 is impacted by the change in our uninsured discount policy, effective January 1, 2011, as more thoroughly explained under “Critical Accounting Policies.” The change in the uninsured discount policy effectively shifts a portion of our expenses previously classified as provision for bad debts to revenue deductions, thereby resulting in lower net revenue and lower bad debt expense for the three months ended March 31, 2011 as compared to the three months ended March 31, 2010. Had our new uninsured discount policy been in place effective January 1, 2010, our net revenue for the three months ended March 31, 2010 would have been approximately $196.5 million and the provision for bad debts would have been approximately $16.4 million, as follows:

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	Net			Provision for
	Revenue			Bad Debts
	(In millions)
Historical results of operations for the three months ended March 31, 2010 as presented	$	210.3		$	30.2
Uninsured discount impact of pro forma change in policy for the three months ended March 31, 2010		(13.8	)		(13.8	)
Pro forma results of operations for the three months ended March 2010	$	196.5		$	16.4

     The following table reflects the results of operations for the three months ended March 31, 2010 on a pro forma basis for the change in our uninsured discounts policy:

	Three Months Ended
	March 31, 2010
	(Dollars in millions)
	Amount			%
Net revenue	$	196.5			100.0	%
Costs and expenses:
Salaries and benefits		89.4			45.5
Supplies		29.2			14.9
Provision for bad debts		16.4			8.4
Other operating expenses		37.6			19.1
Depreciation and amortization		8.9			4.5
Interest, net		11.6			5.9
Total costs and expenses		193.1			98.3
Income from continuing operations before income taxes		3.4			1.7
Income taxes		0.8			0.4
Income from continuing operations		2.6			1.3
Loss from discontinued operations, net of taxes		(0.1	)		—
Net income	$	2.5			1.3	%
Less: Net income attributable to noncontrolling interests		0.4			0.2
Net income attributable to Capella Healthcare, Inc.	$	2.1			1.1	%

     Three Months Ended March 31, 2011 Compared to Three Months Ended March 31, 2010

     The following table compares key consolidated operating results and statistics for the three-month periods ended March 31, 2010 and 2011:

	Three Months Ended March 31,
	2010		2011		% Change
	(Unaudited)
	(Dollars in millions)
Statement of Operations Data:
Net revenue	$	210.3	$	208.5		(0.8	)%
Salaries and benefits		89.4		93.9		5.0
Supplies		29.2		30.5		4.5
Provisions for bad debts		30.2		18.0		(40.4	)
Other operating expenses		37.6		42.0		11.7
Depreciation and amortization		8.9		9.6		7.9
Operating Data:
Number of hospitals at end of each period		13		13		—
Admissions		12,951		12,898		(0.4	)
Adjusted admissions		25,388		26,020		2.5
Net revenue per adjusted admission	$	8,283	$	8,014		(3.3	)
Average length of stay		4.6		4.7		2.2

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     Net revenue. Net revenue for the three months ended March 31, 2011 was $208.5 million, a decrease of $1.8 million, or 0.8%, over the same period last year. Net revenue for the three months ended March 31, 2011 increased by $12.0 million or 6.1% as compared to pro forma net revenue for the same period of the previous year after giving effect to the change in our uninsured discount policy. The increase in net revenue was affected favorably by (i) an increase in adjusted admissions of 2.5% resulting primarily from the implementation of new service lines, (ii) favorable managed care contract pricing negotiations, (iii) an average rate increase of approximately 6.0% in May 2010, and (iv) approximately $2.6 million in net revenue during the three months ended March 31, 2011 from a provider tax programs in a number of the states in which we operate. For the three months ended March 31, 2010, we recognized $2.3 million in provider tax program revenue.

     Admissions for the three months ended March 31, 2011 decreased by 53 to 12,898, a decrease of 0.4%, and adjusted admissions increased by 632 to 26,020, an increase of 2.5%, over the same period last year. The decrease in admissions was primarily because of decreases in volumes in the areas of circulatory and digestive as offset by increases in behavioral and musculoskeletal volumes.

     We continue to implement multiple initiatives to transform our company’s operations to prepare for the future changes we expect to occur in the healthcare industry. This transformation process is built upon on our goal of providing ideal experiences for our patients and their families through clinical excellence, aligning nursing and physician interests to provide coordination of care and improving healthcare delivery efficiencies to provide quality outcomes without overutilization of resources. The success of these initiatives will determine our ability to increase revenues from our existing operations and to increase revenues through acquisitions of other hospitals.

     Costs and expenses. Total costs and expenses from continuing operations, exclusive of income taxes, were $206.7 million, or 99.1%, of net revenue for the three months ended March 31, 2011, compared to $193.1 million, or 98.3%, of net revenue on a pro forma basis for the same period last year. Salaries and benefits, supplies, and provision for bad debts represent the most significant of our normal costs and expenses and those that are typically subject to the greatest level of fluctuation period over period.

     Salaries and benefits. Salaries and benefits for the three months ended March 31, 2011 increased to $93.9 million, or 5.0%, from $89.4 million for the same period last year. Salaries and benefits as a percentage of pro forma net revenue decreased slightly from 45.5% of net revenue for the three month periods ending March 31, 2010 to 45.1% of net revenue for the three months ended March 31, 2011. The increase in salaries and benefits was affected by the number of our employed physicians. The number of employed physicians increased by 23 from 138 at March 31, 2010 to 161 at March 31, 2011. As we continue to employ an increasing number of medical professionals, including physicians, we anticipate that salaries and benefits as a percentage of net revenue could increase in future periods. The increase in salaries and benefits was offset partially by a reduction of $1.8 million in contract labor.

     Supplies. Supplies for the three months ended March 31, 2011 increased to $30.5 million, or 4.5%, from $29.2 million for the same period last year. Supplies as a percentage of net revenue decreased to 14.6% for the three months ended March 31, 2011 compared to 14.9% on a pro forma basis for the same period last year. The increase in supplies expense was attributable to (i) an increase in the consumer price index adjustment on existing contracts under our group purchasing organization, (ii) an increase in pharmaceutical costs, and (iii) an increase in our orthopedic and cardiac business lines.

     Provision for bad debts. The provision for bad debts for the three months ended March 31, 2011 decreased to $18.0 million, or 40.4%, from $30.2 million for the same period last year. On a pro forma basis, the provision for bad debts increased by $1.6 million for the three months ended March 31, 2011, or 9.8%. The provision for bad debts as a percentage of pro forma net revenue increased to 8.6% for the three months ended March 31, 2011 from 8.4% for the same period last year. This increase was primarily attributable to an increase in our self-pay revenue and certain price increases. As an additional key measure of our fiscal performance, we have calculated the

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following ratio: the sum of (i) provision for bad debts, (ii) uninsured self-pay patient discounts and (iii) unrecognized revenue for charity and indigent care, divided by the sum of (x) net revenue, (y) uninsured self-pay patient discounts and (z) unrecognized revenue for charity and indigent care. We refer to this ratio as our Uncompensated Care Percentage. This ratio was determined to be 20.2% for the three-month period ended March 31, 2011 and, for the reasons stated above, represented an increase from 18.7% for the same period the prior year.

     Other operating expenses. Other operating expenses include, among other things, professional fees, repairs and maintenance, rents and leases, utilities, insurance, non-income taxes and physician income guarantee amortization.

     Other operating expenses for the three months ended March 31, 2011 increased to $42.0 million, or 11.7%, from $37.6 million for the same period last year and increased as a percentage of pro forma net revenue to 20.1% for the three months ended March 31, 2011 from 19.1% for the same period the prior year. The increase in other operating expenses was primarily attributable to an increase of $2.5 million in provider taxes from new provider tax programs in a number of the states in which we operate.

     Other. Depreciation and amortization increased to $9.6 million for the three months ended March 31, 2011 from $8.9 million for the same period last year. Our depreciation and amortization expense increased as a result of capital improvement projects and purchases of diagnostic equipment completed during 2010 and the three months ended March 31, 2011. Net interest for the three months ended March 31, 2011 increased to $12.7 million, or 9.5%, from $11.6 million for the same period last year. Net interest includes interest on the outstanding notes, interest on borrowings under our previous bank credit facility, interest on the unused portion of our ABL revolving credit facility, deferred loan cost amortization and the impact of the mark-to-market adjustments on the fair value of our interest rate hedge. The mark-to-market adjustments on our interest rate hedge represented expense of approximately $14,000 and $182,000 for the quarters ended March 31, 2011 and 2010, respectively. The interest expense recorded on the swap instrument decreased by $0.2 million for the three months ended March 31, 2011 from the same period last year, as a result of the termination of our swap instrument in December 2010. Interest on the outstanding notes for the three months ended March 31, 2011 was $11.6 million. Interest on borrowings under our previous bank credit facility totaled $10.1 million for the three months ended March 31, 2010.

     Income taxes. Our effective tax rate from continuing operations was approximately 52% for the three months ended March 31, 2011 compared to 26% for the same period last year.

     Year Ended December 31, 2010 Compared to Year Ended December 31, 2009

     The following table compares key consolidated operating results and statistics for the years ended December 31, 2009 and 2010:

	Year Ended December 31,
	2009		2010		% Change
	(Dollars in millions)
Statement of Operations Data:
Net revenue	$	813.9	$	869.5		6.8	%
Salaries and benefits		346.9		359.7		3.7
Supplies		109.7		119.6		9.0
Provisions for bad debts		111.3		136.2		22.3
Other operating expenses		150.3		158.3		5.3
Loss on refinancing		—		20.8		100.0
Depreciation and amortization		37.8		37.1		(1.9	)
Operating Data:
Number of hospitals at end of each period		13		13		—
Admissions		50,728		50,862		0.3
Adjusted admissions		101,405		104,023		2.6
Net revenue per adjusted admission	$	8,026	$	8,359		4.1
Average length of stay (days)		4.6		4.6		—

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     Net revenue. Net revenue for the year ended December 31, 2010 was $869.5 million, an increase of $55.6 million, or 6.8%, over the year ended December 31, 2009. The increase in net revenue reflects (i) an increase in the average acuity of our services provided, as evidenced by an increase of 3.1% in our Medicare case mix index to 1.35 as compared to 1.31 in the prior year; (ii) favorable managed care contract pricing negotiations; (iii) Medicare hospital market basket increase; (iv) an average price increase of approximately 6% in October 2009 and May 2010; and (v) an approximately $15.6 million increase in net revenue from a provider tax program in a number of the states in which we operate.

     Admissions for the year ended December 31, 2010 increased by 134 to 50,862, an increase of 0.3%, and adjusted admissions increased by 2,618 to 104,023. The increase in admissions was due primarily to strength in behavioral and surgical volumes and cardiovascular services, as partially offset by decreases in volumes in the areas of respiratory, circulatory and births. Our admissions and adjusted admissions growth was negatively impacted by ice storms during the month of January 2010 in Oklahoma, Arkansas, Missouri and to a lesser extent, Middle Tennessee.

     Costs and expenses. Total costs and expenses from continuing operations, exclusive of income taxes, were $880.3 million or 101.2% of net revenue for the year ended December 31, 2010, compared to $804.7 million or 98.8% of net revenue for the year ended December 31, 2009. Excluding the non-recurring loss on refinancing of $20.8 million incurred in connection with the offering of the outstanding notes, total costs and expenses from continuing operations were 98.8% of net revenue for the year ended December 31, 2010. Salaries and benefits, supplies, and provision for bad debts represent the most significant of our normal costs and expenses and those that are typically subject to the greatest level of fluctuation period over period.

     Salaries and benefits. Salaries and benefits for the year ended December 31, 2010 increased to $359.7 million, or 3.7%, from $346.9 million for the year ended December 31, 2009. Salaries and benefits as a percentage of net revenue decreased to 41.4% in 2010 from 42.6% in 2009. This ratio was affected positively by improved operating efficiencies and a decrease in employee medical claim costs of $0.7 million. This ratio was affected negatively by the increase in the number of our employed physicians. The number of employed physicians increased from 129 at December 31, 2009 to 152 at December 31, 2010.

     Supplies. Supplies for the year ended December 31, 2010 increased to $119.6 million, or 9.0%, from $109.7 million for the year ended December 31, 2009. Supplies as a percentage of net revenue increased to 13.7% during 2010 compared to 13.5% during 2009. Although the acuity of our services provided increased during 2010 compared to 2009, we were successful in limiting the ratio of supplies to net revenue by further implementing supply chain initiatives such as increased use of our group purchasing contract and pharmacy formulary management.

     Provision for bad debts. The provision for bad debts for the year ended December 31, 2010 increased to $136.2 million, or 22.3% from $111.3 million for the year ended December 31, 2009. The provision for bad debts as a percentage of net revenue increased to 15.6% in 2010 from 13.7% in 2009. This increase was primarily attributable to (i) reclassification of certain patient accounts receivable caused by the conversion of two of our facilities to patient accounting services provided by an affiliate of HCA; (ii) an increase in our self-pay revenue, and (iii) certain price increases. Our Uncompensated Care Percentage was determined to be 20.1% for the year ended December 31, 2010 and, for the reasons stated above, represented an increase from 17.9% for the year ended December 31, 2009.

     Other operating expenses. Other operating expenses for the year ended December 31, 2010 increased to $158.3 million, or 5.3%, from $150.3 million for the year ended December 31, 2009. Other operating expenses as a percentage of net revenue decreased to 18.2% in 2010 compared to 18.4% in 2009. This ratio was affected negatively by an increase of approximately $7.3 million in provider taxes from a provider tax program in three of the states in which we operate. Provider taxes totaled $0.7 million for the year ended December 31, 2009 compared to $8.0 million for the year ended December 31, 2010.

     Other. Depreciation and amortization decreased to $37.1 million for the year ended December 31, 2010 from $37.8 million for the year ended December 31, 2009. Our depreciation and amortization expense for the year ended December 31, 2009 included approximately $0.7 million in additional depreciation to adjust the estimated useful

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lives on equipment at one of our hospitals. Our depreciation and amortization expense, after giving consideration to the 2009 depreciation adjustment, increased as a result of capital improvement projects and purchases of diagnostic equipment during late 2009 and the year ended 2010. Net interest decreased by $0.1 million during 2010. For the year ended December 31, 2010, the mark-to-market adjustments on our interest rate hedges represented income of $0.2 million as compared to income of $1.7 million for the same period of the prior year. Interest on the 9.25% Senior Notes for the year ended December 31, 2010 was $23.2 million. Interest on borrowings under our previous bank credit facility totaled $20.0 million for the year ended December 31, 2010 compared to $41.2 million for the same period last year. The interest expense recorded on the swap instruments decreased to $0.9 million for the year ended December 31, 2010 compared to $5.1 million for the same period last year because of the termination of the majority of our swap instruments in December 2009.

     Loss on refinancing. In connection with the offering of the 9.25% Senior Notes in June 2010, we terminated our existing bank credit facility and expensed approximately $20.8 million in deferred loan costs and prepayment penalties on the existing bank credit facility.

     Income taxes. Our effective tax rate from continuing operations was approximately 29% during the year ended December 31, 2010 as compared to 24% during the year ended December 31, 2009.

   Year Ended December 31, 2009 Compared to Year Ended December 31, 2008

     Our operating results for the year ended December 31, 2008 were affected by (i) the acquisition of nine hospitals and their affiliated healthcare businesses from Community Health Systems, Inc. (Community Acquisition), effective March 1, 2008 and (ii) Woodland Medical Center being moved to discontinued operations on July 1, 2008 and sold on July 15, 2009. The operating results for the year ended December 31, 2008 include the results of operations for the Community Acquisition from the date of acquisition.

     The following table compares key consolidated operating results and statistics and same hospital operating results and statistics for the years ended December 31, 2008 and 2009.

	Year Ended December 31,
	2008		2009		% Change
	(Dollars in millions)
Statement of Operations Data:
Net revenue	$	702.4	$	813.9		15.9	%
Salaries and benefits		304.7		346.9		13.8
Supplies		96.8		109.7		13.4
Provisions for bad debts		81.1		111.3		37.2
Other operating expenses		137.8		150.3		9.1
Depreciation and amortization		33.7		37.8		12.2
Operating Data:
Number of hospitals at end of each period		13		13		—
Admissions		47,815		50,728		6.1
Adjusted admissions		93,468		101,405		8.5
Net revenue per adjusted admission	$	7,515	$	8,026		6.8
Average length of stay		4.6		4.6		—
Same hospital results(1)
Statement of Operations Data:
Net revenue	$	341.2	$	349.5		2.4	%
Salaries and benefits		149.8		155.9		4.1
Supplies		48.3		50.4		4.3
Provision for bad debts		32.5		37.7		16.0
Other operating expenses		71.7		73.6		2.6
Depreciation and amortization		19.3		20.1		4.1

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Operating Data:
Number of hospitals at end of each period		5		5	—
Admissions		23,795		22,533	(5.3	)
Adjusted admissions		43,759		42,137	(3.7	)
Net revenue per adjusted admission	$	7,797	$	8,294	6.4
Average length of stay		5.1		5.1	—

(1) Same hospital information includes the results of our operations and statistical data for those hospitals owned for the entire 12-month period for both periods presented.

     Net revenue. Net revenue for the year ended December 31, 2009 was $813.9 million, an increase of $111.5 million, or 15.9%, over the year ended December 31, 2008, primarily attributable to operating the facilities acquired in the Community Acquisition for a full year (as compared to ten months in 2008). The increase in net revenue reflects (i) an increase in admissions; (ii) an increase in the average acuity of our services provided as evidenced by an increase of 3.1% in our Medicare case mix index to 1.31 as compared to 1.27 in the prior year; (iii) favorable managed care contract pricing negotiations; and (iv) Medicare hospital market basket increase.

     Admissions for the year ended December 31, 2009 increased by 2,913 to 50,728, an increase of 6.1%, and adjusted admissions increased by 7,937 to 101,405, an increase of 8.5%. Our same hospital admissions and adjusted admissions, based on 5 of our 13 hospitals, decreased by 1,262 to 22,533, or 5.3% and by 1,622 to 42,137, or 3.7%, respectively. Our same hospital admissions and adjusted admissions growth were impacted negatively by the opening of a competing physician-owned hospital in our Muskogee, Oklahoma market. Excluding our Muskogee hospital admissions and adjusted admissions, our same hospital admissions decreased by 451 to 14,182, or 3.1% and same hospital adjusted admissions increased by 180 to 27,263, or 0.7%. We believe that the scenario in Muskogee in which a competing facility is developed, owned and operated by physicians is unlikely to occur elsewhere because of limitations placed on the Whole Hospital Exception adopted in the Affordable Care Act.

     Costs and expenses. Total costs and expenses from continuing operations, exclusive of income taxes, were $804.7 million or 98.9% of net revenue for the year ended December 31, 2009, compared to $727.1 million or 103.5% of net revenue for the year ended December 31, 2008. Excluding the non-recurring loss on refinancing of $22.4 million incurred in connection with the Community Acquisition, total costs and expenses from continuing operations were 100.3% of net revenue for the year ended December 31, 2008. Salaries and benefits, supplies, and provision for bad debts represent the most significant of our normal costs and expenses and those that are typically subject to the greatest level of fluctuation period over period.

     Salaries and benefits. Salaries and benefits for the year ended December 31, 2009 increased to $346.9 million, or 13.8%, from $304.7 million for the year ended December 31, 2008. This increase was primarily attributable to operating the facilities acquired in the Community Acquisition for a full year (as compared to 10 months). On a consolidated basis, salaries and benefits as a percentage of net revenue decreased to 42.6% in 2009 from 43.4% in 2008. This ratio was affected positively by the reduction in contract labor, primarily related to nursing, of approximately $8.3 million and an overall focus and improvement on utilization of our employed clinicians. In addition, we implemented salary cost control initiatives in 2009, related to wages and compensation. This ratio was affected negatively by the increase in the number of our employed physicians. Therefore, we may experience increases of salaries, wages and benefits expenses in future periods as a result of continuing to employ physicians. The number of employed physicians increased from 105 at December 31, 2008 to 129 at December 31, 2009. Implementation of our quality initiatives also resulted in additional labor costs associated with training staff to utilize new clinical quality systems and additional hospital and corporate resources to monitor and manage quality indicators. Additionally, this ratio also was affected adversely during 2009 by an increase in employee medical claim costs of approximately $7.5 million of which $3.8 million related to seven employees with catastrophic medical claims that were not covered by any employee medical claim excess insurance coverage at the time the claims were incurred. We have since entered into a medical claim excess coverage policy covering medical claims in excess of $350,000 with Auriga.

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     On a same hospital basis, salaries and benefits, based on 5 of our 13 hospitals, increased 4.1% to $155.9 million for the year ended December 31, 2009 and represented 44.6% of same hospital net revenue, compared to 43.9% for the year ended December 31, 2008. Same hospital salaries and benefits for the year ended December 31, 2009 included incentive compensation expense of approximately $4.2 million, representing 1.2% of same hospital net revenue.

     Supplies. Supplies for the year ended December 31, 2009 increased to $109.7 million, or 13.4%, from $96.8 million for the year ended December 31, 2008. This increase was primarily attributable to operating the facilities acquired in the Community Acquisition for a full year (as compared to ten months in 2008). On a consolidated basis, supplies as a percentage of net revenue decreased to 13.5% during 2009 compared to 13.8% during 2008. Although the acuity of our services provided increased during 2009 compared to 2008, we were successful in limiting the ratio of supplies to net revenue by further implementing supply chain initiatives such as increased use of our group purchasing contract and pharmacy formulary management. Our ability to reduce this ratio in future periods may be limited as a result of expansion of higher acuity services and inflationary pressures on medical supplies and pharmaceuticals.

     On a same hospital basis, supplies expense, based on 5 of our 13 hospitals, increased 4.3% to $50.4 million, or 14.4% of same hospital net revenue for the year ended December 31, 2009 from $48.3 million or 14.2% of same hospital net revenue for the year ended December 31, 2008. The slight increase in supplies expense is because, in part, of the expiration of certain contracts in our group purchasing organization in June 2008. Upon their expiration, we were required to renegotiate these contracts outside the group purchasing organization on less favorable terms.

     Provision for bad debts. The provision for bad debts for the year ended December 31, 2009 increased to $111.3 million, or 37.2% from $81.1 million for the year ended December 31, 2008, which was primarily attributable to operating the facilities acquired in the Community Acquisition for a full year (as compared to ten months in 2008). On a consolidated basis, the provision for bad debts as a percentage of net revenue increased to 13.7% in 2009 from 11.5% in 2008. This increase was primarily attributable to (i) the Community Acquisition as those facilities had a higher bad debt reserve percentage than our other hospitals; (ii) reclassification of certain patient accounts receivable caused by the conversion of one of our facilities to patient accounting services provided by an affiliate of HCA; (iii) the change of a Medicaid eligibility vendor in two of our states; (iv) an increase in our self pay revenue because of increases in unemployment in many of our communities during fiscal 2009; and (v) certain price increases. On a consolidated basis, our Uninsured Care Percentage was determined to be 17.7% for the year ended December 31, 2009 and, for the reasons stated above, represented an increase from 15.0% for the year ended December 31, 2008.

     On a same hospital basis, the provision for bad debts, based on 5 of our 13 hospitals, increased to $37.7 million, or 10.8% of same hospital net revenue for the year ended December 31, 2009 from $32.5 million or 9.5% of same hospital net revenue for the year ended December 31, 2008. This increase was primarily attributable to: (i) an increase in the self-pay net revenue payor mix from 12.2% in 2008 to 13.0% in 2009, (ii) the effect of price increases at our hospitals during 2009 and (iii) the initial impact of the migration of the business office function at Muskogee from in-house to HCA.

     We utilized hindsight testing analysis, cash collections data and other metrics to conclude that our policies adequately provided for uncompensated care during the years ended December 31, 2009 and 2008. We expect our bad debts ratio to remain sensitive to deteriorating economic conditions that could result in a greater number of uninsured patients and increased difficulty for patients to pay their co-payment and deductible balances.

     Other operating expenses. Other operating expenses include, among other things, professional fees, repairs and maintenance, rents and leases, utilities, insurance, non-income taxes and physician income guarantee amortization. Other operating expenses for the year ended December 31, 2009 increased to $150.3 million, or 9.1%, from $137.8 million for the year ended December 31, 2008. On a consolidated basis, other operating expenses as a percentage of net revenue decreased to 18.5% in 2009 compared to 19.6% in 2008. This ratio was impacted favorably by flat year-over-year utility costs and a decrease in professional and general liability premium expense charged by Auriga as compared to premiums charged by an independent carrier in 2008. The premium savings totaled approximately $4.5 million. This ratio was affected negatively by increased physician income guarantee expense and the incremental costs of recruiting quality physicians to our markets resulting from our increased physician recruitment efforts.

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     On a same hospital basis, other operating expenses, based on 5 of our 13 hospitals, increased to $73.6 million, or 21.1% of same hospital net revenue for the year ended December 31, 2009 from $71.7 million, or 21.0% of same hospital net revenue for the year ended December 31, 2008.

     Other. Depreciation and amortization increased to $37.8 million for the year ended December 31, 2009 from $33.7 million for the year ended December 31, 2008. This increase was attributable to the 2009 expense representing 12 months depreciation on the Community Acquisition as compared to ten months in 2008. Net interest decreased by $1.9 million during 2009. Net interest includes interest on borrowings under our bank credit facility, interest on the unused portion of our revolving credit facility, deferred loan cost amortization and the impact of the mark-to-market adjustments on the fair value of our interest rate hedges. In 2009, the mark-to-market adjustments on our interest rate hedges represented income of $1.7 million as compared to expense of $4.7 million in the prior year. Interest expense on our borrowings under our bank credit facility increased for the year ended December 31, 2009 compared to the year ended December 31, 2008 by $4.5 million. The increase in interest expense under our bank credit facility is because of a larger outstanding principal balance for 12 months in 2009 compared to ten months in 2008.

     Loss on refinancing. In connection with the funding of the Community Acquisition in March 2008, we amended and restated our existing bank credit facility and expensed approximately $22.4 million in deferred loan costs on the existing bank credit facility. In connection with the Refinancing, we also expect to incur additional deferred loan costs, which cannot be calculated until the closing of this offering of the notes.

     Income taxes. Our effective tax rate from continuing operations was approximately 24% during 2009 as compared to 22% during 2008.

Liquidity and Capital Resources

     Operating Activities

     At December 31, 2010, we had working capital of $119.2 million, including cash and cash equivalents of $48.3 million, compared to working capital at December 31, 2009 of $106.6 million, including cash and cash equivalents of $19.6 million. Cash provided by operating activities was $65.9 million for the year ended December 31, 2010 as compared to $35.5 million for the same period last year. Our accrued interest increased by $23.7 million during the year ended December 31, 2010 compared to a $0.3 million decrease for the same period last year. Interest on the 9.25% Senior Notes is payable semiannually on January 1 and July 1. Accordingly, at December 31, 2010, we had six months of interest accrued on our consolidated balance sheet. Under our previous bank credit facility, interest was payable at the end of each quarter. Our accrued salaries decreased by $3.4 million during the year ended December 31, 2010, compared to an increase in accrued salaries of $4.9 million for the same period last year. Changes in accrued salaries are based upon the timing of our hospitals’ last paid pay period in each of the years ended December 31, 2010 and 2009. We process eight of our hospitals’ payroll on one week and the remaining five hospitals on the alternating week. Our accrued payroll is, therefore, sensitive to the number of hospitals included in the last paid payroll in a reporting period. In addition, in April 2010, we paid approximately $5.1 million in incentive compensation payments related to 2009, which were accrued at December 31, 2009. Our net accounts receivable decreased by $6.5 million for the year ended December 31, 2010 compared to an increase of $11.0 million for the same period last year. This change is principally the result of an increase in the allowance for doubtful accounts because of the change in economic conditions over the last couple of years.

     At March 31, 2011, we had working capital of $127.3 million, including cash and cash equivalents of $45.7 million, compared to working capital at December 31, 2010 of $119.2 million, including cash and cash equivalents of $48.3 million. Cash provided by operating activities was $0.6 million for the three months ended March 31, 2011 as compared to $9.2 million for the same period last year. Our accrued interest decreased by $12.0 million for the three months ended March 31, 2011 compared to a $0.1 million increase for the same period last year. Interest on the 9.25% Senior Notes is payable semiannually on January 1 and July 1. Accordingly, at March 31, 2011, we had three months of interest accrued on our consolidated balance sheet. On January 1, 2011 we paid $23.5 million on our 9.25% Senior Notes, representing the six months accrued interest at December 31, 2010. Under our previous bank credit facility, interest was payable at the end of each quarter. Our accrued salaries increased by $5.0 million for the three months ended March 31, 2011, compared to a decrease in accrued salaries of $1.6 million for the same

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period last year. Changes in accrued salaries are based upon the timing of our hospitals’ last paid pay period in each of the three month periods ended March 31, 2011 and 2010. We process eight of our hospitals’ payroll on one week and the remaining five hospitals on the alternating week. Our accrued payroll is, therefore, sensitive to the number of hospitals included in the last paid payroll in a reporting period. Our prepaid expenses and other current months assets increased by $1.8 million for the three months ended March 31, 2011 compared to a decrease of $0.2 million for the same period of the prior year because of the payment in March 2011 of $1.1 million for our excess layer of professional and general liability insurance.

     Investing Activities

     Cash used in investing activities increased to $23.8 million for the year ended December 31, 2010 from $16.3 million for the same period last year. Capital expenditures for the year ended December 31, 2010 were $26.1 million as compared to $22.1 million for the same period last year. Significant capital expenditures during the year ended December 31, 2010 included (i) $4.0 million for information technology, (ii) the purchase of Novalis TX radiation equipment for our cancer program at Muskogee Regional Medical Center, (iii) PACs systems at a number of our hospitals, (iv) a new MRI at Southwestern Medical Center, and (iv) renovations and upgrades to our women’s health centers, including a number of digital mammography units.

     Cash used in investing activities decreased to $2.5 million for the three months ended March 31, 2011 from $3.8 million for the same period last year. Capital expenditures for the three months ended March 31, 2011 were $4.0 million as compared to $3.9 million for the same period last year. During the three months ended March 31, 2011 we spent approximately $0.8 million on information technology, $0.9 million on growth capital and $2.3 million on routine capital.

     Financing Activities

     Cash flows used in financing activities increased from $6.1 million for the year ended December 31, 2009 to $13.4 million for the same period in the current year, primarily because of the $12.6 million net debt payments from the Refinancing (debt borrowings less debt repayments and the payment of related fees and expenses). Cash flows used in financing activities increased from $0.2 million for the three months ended March 31, 2010 to $0.7 million for the same period in 2011, primarily because of the $0.8 million in debt payments under our previous bank credit facility. As of December 31, 2010 and March 31, 2011, we had outstanding $500.0 million in aggregate indebtedness.

     The Refinancing

     In June 2010, we completed a comprehensive refinancing plan, or the Refinancing. Under the Refinancing, we issued $500.0 million of new 9¹/4% Senior Notes due 2017, or the outstanding notes, in a private placement offering and entered into a new senior secured asset based loan, or the ABL, consisting of a $100.0 million revolving credit facility maturing in November 2014, or the 2010 Revolving Facility. The proceeds from the outstanding notes were used to repay the outstanding principal and interest related to our previous term loan facility and to pay fees and expenses relating to the Refinancing of approximately $21.7 million.

     For a description of the ABL, including the 2010 Revolving Facility, please refer to the section below entitled “Description of Other Indebtedness.”

     Debt Covenants

     The indenture governing the outstanding notes contains a number of covenants that among other things, restrict, subject to certain exceptions, our ability and the ability of our subsidiaries, to sell assets, incur additional indebtedness or issue preferred stock, pay dividends and distributions or repurchase our capital stock, create liens on assets, make investments, engage in mergers or consolidations, and engage in certain transactions with affiliates. At December 31, 2010 and March 31, 2011, we were in compliance with all debt covenants that were subject to testing at such dates.

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     Capital Resources

     We expect that cash on hand, cash generated from our operations and cash expected to be available to us under the 2010 Revolving Facility will be sufficient to meet our working capital needs and planned capital expenditure programs for the next 12 months and into the foreseeable future. However, we cannot assure you that our operations will generate sufficient cash or that future borrowings under the Refinancing will be available to enable us to meet these requirements.

     We had $48.3 million and $45.7 million of cash and cash equivalents as of December 31, 2010 and March 31, 2011, respectively. We rely on available cash, cash flows generated by operations and available borrowing capacity under the 2010 Revolving Facility to fund our operations and capital expenditures. We invest our cash in accounts in high-quality financial institutions. We continually explore various options to increase the return on our invested cash while preserving our principal cash balances. However, the significant majority of our cash and cash equivalents are held in accounts that are not federally-insured and could be at risk in the event of a collapse of the financial institutions at which those accounts are held.

     In addition, our liquidity and ability to fund our capital requirements are dependent on our future financial performance, which is subject to general economic, financial and other factors that are beyond our control. If those factors significantly change or other unexpected factors adversely affect us, our business may not generate sufficient cash flows from operations or we may not be able to obtain future financings to meet our liquidity needs. We anticipate that, to the extent additional liquidity is necessary to fund our operations, it would be funded through borrowings under our 2010 Revolving Facility, the incurrence of other indebtedness, additional note issuances or a combination of these potential sources of liquidity. We may not be able to obtain this additional liquidity when needed on terms acceptable to us.

     We also intend to continue to pursue acquisitions or partnering arrangements, either in existing markets or new markets, which fit our growth strategies. To finance such transactions, we may draw upon cash on hand, amounts available under our revolving credit facility or seek additional funding sources. We continually assess our capital needs and may seek additional financing, including debt or equity, as considered necessary to fund potential acquisitions, fund capital projects or for other corporate purposes. We may be unable to raise additional equity proceeds from GTCR or other investors should we need to obtain cash for any of these purposes. Our future operating performance, ability to service our debt and ability to draw upon other sources of capital will be subject to future economic conditions and other business factors, many of which are beyond our control.

     As market conditions warrant, we and our major equity holders, including GTCR, may from time-to-time repurchase debt securities issued by us, in privately negotiated or open market transactions, by tender offer or otherwise.

Obligations and Commitments

     The following table reflects a summary of obligations and commitments outstanding with payment dates as of March 31, 2011:

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	Payments Due by Period
	Within		During		During		After
	1 Year		Years 2-3		Years 4- 5		5 Years		Total
	(In millions)
Contractual Cash Obligations:
Long-term debt (1)	$	46.9	$	93.8	$	93.8	$	593.8	$	828.3
Operating leases (2)		7.9		12.4		7.4		4.2		31.9
Estimated self-insurance liabilities (3)		6.8		6.7		2.9		2.3		18.7
Subtotal	$	61.6	$	112.9	$	104.1	$	600.3	$	878.9
Other Commitments:
Construction and capital improvements (4)	$	4.2	$	—	$	—	$	—	$	4.2
Letters of credit (5)		4.9		—		—		—		4.9
Physician commitments (6)		0.9		—		—		—		0.9
Information technology commitments (7)		5.6		12.9		14.7		16.6		49.8
Subtotal	$	15.6	$	12.9	$	14.7	$	16.6	$	59.8
Total obligations and commitments	$	77.2	$	125.8	$	118.8	$	616.9	$	938.7

(1)	Includes both principal and interest portions of outstanding debt.
(2)	These obligations are not reflected in our consolidated balance sheets.
(3)	Includes the current and long-term portions of our professional and general liability, workers’ compensation and employee health reserves.
(4)	Represents our estimate of amounts we are committed to fund in future periods through executed agreements to complete projects included as construction in progress on our consolidated balance sheets.
(5)	Amounts relate to instances in which we have letters of credit outstanding with the third party administrators of our self-insured workers’ compensation program.
(6)	Includes physician guarantee liabilities recognized on our consolidated balance sheets under FASB provisions regarding minimum revenue guarantees and liabilities for other fixed expenses under physician relocation agreements not yet paid.
(7)	An affiliate of HCA and another third-party vendor provide various information systems services, including but not limited to, financial, clinical, revenue cycle management, patient accounting and network information services, under contracts that expire beginning 2018. The amounts are based on estimated fees that will be charged to our hospitals with an annual fee increase to our hospitals that is capped by the consumer price index increase.

Guarantees and Off-Balance Sheet Arrangements

     We are a party to certain master lease agreements and other similar arrangements with non-affiliated entities.

     We enter into physician income guarantees and other guarantee arrangements, including parent-subsidiary guarantees, in the ordinary course of business. We do not believe we have engaged in any transaction or arrangement with an unconsolidated entity that is reasonably likely to affect liquidity materially.

     We do not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. Accordingly, we are not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.

Effects of Inflation and Changing Prices

     Various federal, state and local laws have been enacted that, in certain cases, limit our ability to increase prices. Revenue for acute hospital services rendered to Medicare patients is established under the federal government’s

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prospective payment system. We believe that hospital industry operating margins have been, and may continue to be, under significant pressure because of changes in payor mix and growth in operating expenses in excess of the increase in prospective payments under the Medicare program. In addition, as a result of increasing regulatory and competitive pressures, our ability to maintain operating margins through price increases to non-Medicare patients is limited.

Quantitative and Qualitative Disclosures About Market Risk

     We are subject to market risk from exposure to changes in interest rates based on our financing, investing and cash management activities. As of March 31, 2011, we had no indebtedness outstanding bearing interest at variable rates. Although changes in the alternate base rate or the LIBOR rate would affect the cost of funds borrowed under the 2010 Revolving Facility in the future, we believe the effect, if any, of reasonably possible near-term changes in interest rates would not be material to our results of operations or cash flows. The variable interest rate risk is partially mitigated by the interest rate cap that became effective in December 2009, as discussed below.

     In December 2009, we entered into an interest rate cap agreement with Calyon Credit Agricole (the “Counterparty”). Under this agreement, we made a $0.6 million dollar payment to cap the interest on a notional $75.0 million of our debt at a 4.5% rate of interest. The fair value of the interest rate cap as of March 31, 2011 was an asset for us of approximately $30,000. We use derivatives such as interest rate caps from time-to-time to manage our market risk associated with variable rate debt. We do not hold or issue derivative instruments for trading purposes and are not a party to any instruments with leverage features.

     While we anticipate that the Counterparty will satisfy its obligations under the interest rate swap and cap agreements fully, we are exposed to credit losses in the event of non-performance by the Counterparty.

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BUSINESS

Company Overview

     We are a leading provider of general and specialized acute care, outpatient and other medically necessary services in our primarily non-urban communities. We provide these services through a portfolio of acute care hospitals and complementary outpatient facilities and clinics. As of March 31, 2011, we operated 13 acute care hospitals (12 of which we own and one of which we lease pursuant to a long-term lease) comprised of 1,745 licensed beds in Arkansas, Alabama, Missouri, Oklahoma, Oregon, Tennessee and Washington. We are focused on enabling our facilities to maximize their potential to deliver high quality care in a patient-friendly environment. We invest our financial and operational resources to establish and support services that meet the needs of our communities. We seek to achieve our objectives by providing exceptional quality care to our patients, establishing strong local management teams, physician leadership groups and hospital boards, developing deep physician and employee relationships and working closely with our communities.

     Our hospitals offer a broad range of general acute care services, including, for example, internal medicine, general surgery, cardiology, oncology, orthopedics, women’s services, neurology and emergency services. In addition, our facilities also offer other specialized and ancillary services, including, for example, psychiatric, diagnostic, rehabilitation, home health and outpatient surgery.

     In addition to providing capital resources, we make available a variety of management services and expertise to affiliated healthcare facilities. These services include ethics and compliance, group purchasing, accounting, financial, clinical systems, resource management, governmental reimbursement, information systems, legal, personnel management, internal audit and access to managed care networks.

     Our mission is to provide high quality healthcare in the communities we serve and to provide services in an affordable and accessible manner. We also believe in partnering with communities to build strong local healthcare systems, especially communities that are either growing or are underserved.

     Capella was formed in April 2005 by four former executives of Province Healthcare, formerly a publicly-traded operator of non-urban acute care hospitals, with the support of a significant equity commitment by GTCR. Since 2005, we have completed three significant acquisitions resulting in our current operation of 13 acute care hospitals and have added multiple ancillary outpatient centers and clinics. In December 2005, we acquired four hospitals and their related businesses from HCA. In December 2006, we acquired Middle Tennessee Surgical Care, an outpatient surgery center now affiliated with our River Park hospital. Effective in April 2007, we acquired by long-term lease Muskogee Regional Medical Center and certain related businesses and joint ventures. In November 2007, we acquired the remaining minority interests in two of those diagnostic imaging joint ventures related to the Muskogee Transaction. Effective March 1, 2008, we acquired nine hospitals and their affiliated businesses from CHS. In July 2009, we sold one of those nine facilities, which was located in Cullman, Alabama.

     For the three months ended March 31, 2011, we generated net revenue and adjusted EBITDA of $208.5 million and $24.1 million, respectively. For the year ended December 31, 2010, we generated net revenue and adjusted EBITDA of $869.5 million and $95.7 million, respectively. For the year ended December 31, 2009, our first full calendar year of operations of all 13 current hospitals, we generated net revenue and adjusted EBITDA of $813.9 million and $95.7 million, respectively. For the three-year period ended December 31, 2010, our compounded annual net revenue and adjusted EBITDA growth were 11.3% and 8.0%, respectively. See “Selected Historical Consolidated Financial and Operating Data” for a discussion and reconciliation of adjusted EBITDA.

Our Competitive Strengths

     We believe the significant factors allowing us to implement our mission and business strategies successfully include the following:

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     Commitment to Delivery of Patient Care Excellence

     We believe providing patient care excellence is critical to attracting patients, physicians, medical staff and employees to our facilities. In addition, providing high quality patient care is increasingly vital to achieving our operating and financial success, including receiving full reimbursement from governmental and commercial insurance payors. As a result, we have implemented several management and operating initiatives aimed at continuously monitoring and improving our quality of care. We believe several factors contribute to providing patient care excellence, including leadership and accountability at all levels of our organization, aligning ourselves with quality physicians and clinical staff, as well as providing a clinical environment that is satisfactory to our patients, physicians and employees. To support these initiatives, each of our hospitals has a CQO who is responsible for implementing and monitoring our quality training and operating programs. In addition, we have Boards of Trustees and LPLGs at each of our facilities, a PAG, a NPLG and several on-line training tools, which are focused on delivering patient care excellence, clinical best practices and results in our hospitals. In January 2011, we added a CMO to our senior management team to assume leadership responsibility for facilitating the work of our NPLG, ensuring that physician leaders across our are continuously involved in shaping the Company’s vision and future strategies. The CMO is also responsible for providing leadership for our affiliated hospitals’ quality and service excellence initiatives as well as for on-going communication with medical staff members. Furthermore, we strive continually to improve physician and employee satisfaction, which we believe is critical to delivering quality patient care. Our satisfaction review program is instrumental in identifying ways to improve quality of care in each of our facilities. Some of the results of our efforts include:

• accreditation of all of our hospitals, including 12 by The Joint Commission and one by the American Osteopathic Association;

• in the spring of 2011, The Joint Commission recognized eight of our hospitals for significant improvement and/or consistent high performance in various elements of the core measures and invited them to participate in the pilot-testing of Solutions Exchange, a program to help other hospitals throughout the nation;

• Parkway Medical Center was ranked in the top 1% of all U.S. hospitals by Data Advantage Hospital Value Index (“HVI”) and was recognized as a center of excellence in bariatric surgery in 2010;

• Capital Medical Center received a #1 ranking in the state of Washington by HealthGrades for its orthopedic program in 2010 and a Best in Country, Top 10 in the state of Washington by HealthGrades for general surgery in 2011;

• Southwestern Medical Center was the first hospital in southwest Oklahoma to receive certification from The Joint Commission for its stroke program and, in 2011, earned its fifth consecutive accreditation from the Commission on Accreditation of Rehabilitation Facilities;

• Muskogee Regional Medical Center earned accreditation from the Oklahoma State Medical Association as a sponsor of Continuing Medical Education in 2010 and Quality Respiratory Care Recognition from the American Association for Respiratory Care in 2010 and 2011;

• Willamette Valley Medical Center was named a “Best Value in the State of Oregon” for 2009 and 2010 by the Press Ganey Hospital Value Index;

• River Park Hospital earned its third consecutive national Chest Pain Center accreditation in 2010 from the Society of Chest Pain Centers;

• Mineral Area Regional Medical Center was named a 2011 “Excellence through Insight” award recipient in the category of “Overall Physician Satisfaction” by HealthStream Research;

• National Park Medical Center was named to HomeCare Elite 2010, which is the top 5% of high performance home health agencies in the U.S.; and

• improved physician and employee satisfaction scores in 2010, as measured by an independent, third-party, nationally-recognized survey administrator.

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     Diversified Portfolio of Assets with Strong Market Positions in Attractive Communities

     We maintain the top market position in six, the second position in six and the third position in one of our markets based on inpatient admissions in our PSAs. We diversified our asset base by entering new geographic markets through successful acquisitions. Currently, our top three states, Arkansas, Oklahoma and Oregon, which contain five of our hospitals, account for 25.6%. 21.7% and 12.7% of our 2010 net revenue, respectively, and 25.6%. 20.9% and 12.8% of our net revenue, respectively, for the three month period ended March 31, 2011.

     Strategic Physician Recruitment and Retention

     We have been successful in implementing our strategic physician recruitment and retention plan. In the summer of 2008, we commissioned an independent consulting group to perform a market needs analysis with a focus on the unserved medical needs of the community. From that analysis, we developed a strategic recruitment plan to meet each of our market’s healthcare needs. Executing that plan, we recruited 61 physicians in 2008; 72 in 2009; and 68 in 2010. During 2010, 42.6% were specialists in areas such as general surgery, cardiology, women’s services, and orthopedics. The remainder were primary care physicians, including hospitalists and physicians practicing in areas such as family medicine, internal medicine and pediatrics.

     Proven Ability to Instill Operational Excellence in Acquired Facilities

     We have acquired and integrated 14 hospitals successfully since our inception in 2005. Once we acquire a facility, we implement a customized strategic plan focused on leadership, quality, physician engagement and recruitment, capital investment, cost initiatives and enhancing key services. We believe our ability to increase revenue, operating margins and cash flow at acquired facilities is the direct result of our disciplined approach to expanding and improving key services, recruiting physicians to provide these services, streamlining costs, enhancing relationships with our physicians and employees and implementing a targeted capital investment program. In addition, our senior management team has an average of more than 28 years of experience in hospital operations, with three members of our senior management team having been either a hospital CEO or CFO.

     Strategic Capital Investments Resulting in Well Capitalized Facilities.

     We have not been required to make significant capital investments renovating or repairing our facilities because the hospitals we acquired typically have been capitalized and maintained well by their previous owners. For example, Willamette Valley Medical Center completed an approximately $37 million renovation and expansion project in November 2007 (we acquired it in March 2008) and Muskogee Regional Medical Center was in the process of completing an approximately $31 million renovation and expansion project in April 2007 when we entered into a long-term lease for that facility. Although we monitored the project’s completion, the lessor bore the cost of renovation and expansion. We have invested in targeted growth initiatives, primarily focused on new and enhanced services. We have invested a total of approximately $68.0 million in our facilities over the three-year period ended December 31, 2010. Major projects funded by us include (i) approximately $9 million in renovations and expansions to operating rooms, the intensive care unit and the cancer center at Southwestern Medical Center that were completed in 2008; (ii) aggregate of approximately $5.2 million for the purchase of a linear accelerator and medical oncology and radiation therapy renovations at Capital Medical Center that were also completed in 2008; and (iii) approximately $3.4 million for Novalis Tx radiation oncology equipment at Muskogee Regional Medical Center in 2010. We believe that our continued commitment to invest in our communities and facilities will further strengthen our quality of care and our ability to recruit and retain leading physicians and healthcare professionals.

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     Experienced Senior Management and Leadership Teams

     Our senior management team has an average of more than 28 years of experience in the healthcare industry with a proven record of achieving strong operating results while operating with significant leverage. The senior management team is highly respected in the hospital industry, has significant experience in acquiring, improving and managing hospitals and has demonstrated its ability to integrate hospitals effectively without reducing its focus on existing operations. In addition, the average experience of our current hospital CEOs is approximately 25 years.

     Our senior management team is led by Daniel S. Slipkovich, our Chief Executive Officer. Most recently, Mr. Slipkovich served as President and COO at Province Healthcare and previously held executive management positions at a number of hospital companies including LifePoint Hospitals, Inc. (“LifePoint”) and HCA. The other members of our senior management team are Denise W. Warren, our Senior Vice President, Chief Financial Officer and Treasurer; D. Andrew Slusser, our Senior Vice President of Acquisitions and Development; Michael A. Wiechart, our Senior Vice President and Chief Operating Officer; and Erik E. Swensson, MD, our Senior Vice President and Chief Medical Officer. Additional information about each of the members of our senior management team can be found in the section below entitled “Management.”

     Additionally, J. Thomas Anderson, who joined Capella at its inception and previously served as our president, currently serves as a member and Vice Chairman of Capella’s Board of Directors. Most recently, Mr. Anderson served as Senior Vice President of Acquisitions and Development at Province Healthcare from January 1998 to April 2005, and previously held executive positions of varying responsibility at CHS.

Our Business Strategy

     The key elements of our business strategy are:

     Enhancing Quality of Care and Service Excellence

     We place significant emphasis on consistently providing high quality patient care and service excellence. We seek to achieve this by continuously enhancing our programs and protocols through targeted investments in our employees, physicians, systems and strategic growth initiatives. We believe value-based purchasing initiatives of both governmental and private payors, such as linking payment for healthcare services to performance on objective quality measures, will increasingly become key drivers of financial performance. Examples of these initiatives include denying payment for avoidable hospital re-admissions and bundling payments for acute care services with physician or post-acute services. We believe our continued strategic investments to improve patient care excellence will prepare us to face the challenges and capitalize on the opportunities relating to the ever-changing, pay-for-performance environment. Some of our strategic initiatives in quality and service excellence include:

• Emergency Rooms. Recently, we embarked on a multi-year strategy to enhance quality and improve operating efficiencies in our emergency rooms. This strategy involves implementing process improvement initiatives such as Lean for Healthcare techniques, which are designed to improve patient experiences through more efficient utilization of resources. As a result of this initiative, several members of our corporate and hospital staff have received Lean for Healthcare certifications. We also are making a significant investment in a leading emergency department information system, which is comprised of several modules that offer comprehensive patient management system tools. The program provides appropriate and consistent guidelines for patient care excellence helping to ensure that proper screening, evaluation and treatment is performed.

• Local Physician Leadership Groups, or LPLGs. Our LPLGs are comprised of four to five physician leaders and our hospital CEO in each of our markets. The groups (i) provide ongoing dialogue with hospital administration; (ii) help develop key strategic initiatives for the hospital; and (iii) promote patient care excellence.

• Physician Advisory Group, or PAG. Our PAG is comprised of physician leaders across the Company. The group (i) provides clinical review and guidance related to information system design, build-out and workflow; (ii) advises us on physician communication and education; and (iii) identifies opportunities where technology can be used to improve clinical processes and outcomes.

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• National Physician Leadership Group, or NPLG. Our NPLG is comprised of one member of each LPLG and Capella senior management. The group (i) receives updates on Capella corporate strategy and vision; (ii) discusses quality of care issues and goals; (iii) promotes networking among Capella-affiliated physicians; (iv) offers advice on special projects where front line physician input is critical; and (v) allows members of the medical staff to have direct communication with members of Capella senior management.

• Chief Medical Officer. Our CMO is responsible for facilitating the work of our NPLG, ensuring that physician leaders from across the Company are continuously involved in shaping our vision and future strategies. The CMO is also responsible for providing leadership for our affiliated hospitals’ quality and service excellence initiatives as well as for on-going communication with medical staff members.

• Training and Education. We provide a customized on-line learning center comprised of approximately 3,000 clinically based courses to all our staff. Our corporate CQO develops and implements a work plan for each of the hospitals based upon their specific needs. The hospital CQO and CNO, in turn, develop individual educational work plans for each staff member at their facility. Usage of the Capella Learning Center is monitored by the corporate CQO and is reported to Capella senior management. We work with an independent consulting group to provide training in the areas of improving patient care processes as well as employee, physician and patient satisfaction. We believe this is a critical element in emphasizing our philosophy that, if our employees and physicians enjoy where they work and if they are intellectually stimulated, they will improve the quality care our patients receive. We survey our physicians and our employees on an annual basis to identify objectives for quality and satisfaction improvement.

• Compensation. We base the incentive compensation for our hospital administrative teams in significant part on achieving key individual and facility quality and service metrics such as performance on patient satisfaction surveys and other core measurements.

     Continued Physician Engagement and Alignment Initiatives

     Our ability to meet the medical care needs of our communities and enhance and expand our services is highly dependent on our physician engagement strategies. We have a comprehensive recruiting program that is directed at the local level by our hospital CEOs and Boards of Trustees. We supplement our local teams with several third party recruiting firms to assist us in identifying candidates that match the profile of our physician needs. We maintain a flexible approach to aligning our goals with our physician partners, including our willingness to recruit physicians through multi-year employment and/or income guarantee arrangements and to enter into joint venture and other collaborative arrangements. We added a CMO to our senior management team to assume leadership responsibility for facilitating the work of our NPLG, ensuring that physician leaders across the Company are continuously involved in shaping the Company’s vision and future strategies. In addition, we believe physicians are attracted to our hospitals because of several factors, including:

• our commitment to patient care excellence;

• our willingness to deploy strategic capital to improve the delivery of care;

• our focus on employing and developing high quality nursing and support staff; and

• our integration into, and support of, the communities we serve.

     Identifying and Establishing Strong Local Market Leadership

     We empower our individual hospital management teams to develop comprehensive strategic plans and position their hospitals to meet the healthcare needs of the communities they serve. In addition to strong corporate oversight and resources, each of our local leadership teams is supported by a local Board of Trustees and a LPLG. The Board of Trustees is comprised of physicians and community leaders as well as the hospital CEO. We believe local community leaders are an important resource for our hospital CEOs to insure that we are being responsive to the needs of the communities we serve. Our LPLGs are typically comprised of local physician leaders as well as members of our hospital’s administration. These groups insure that we are providing patient care excellence, offering the appropriate medical services, maintaining high quality employees and recruiting the best physicians to

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our medical staff. Capella corporate provides continuous operational, financial and human resources support to our local teams and has designed programs that allow us to share best practices across our entire portfolio of facilities.

     Expanding the Services We Provide

     Each year, we conduct in-depth strategic reviews of the major service lines offered at each of our facilities as well as market demand for additional services. We leverage our local market knowledge and information together with input and guidance from our local physician and community leaders to prioritize the healthcare services our communities are seeking. We then initiate a financial assessment and develop an investment plan that supports the expansion of the appropriate services. Focus areas include:

• expanding specialty medical services such as medical and radiation oncology, cardiovascular, orthopedic, neurology, behavioral health and women’s services;

• initiating and expanding outpatient services;

• investing in medical equipment and technology to support our service lines;

• improving our efficiency to deliver better quality care in our emergency rooms; and

• enhancing patient, physician and employee satisfaction.

     We have engaged consultants and are working with our hospital CEOs to identify trends in service lines and areas for future expansion of services. We remain motivated to invest in our facilities in order to increase the quality and scope of services we provide, meet the needs of our communities and establish a strong reputation so that we may continue to recruit leading physicians, become the healthcare provider of choice in our communities and increase the revenue and profitability of our facilities. For example, we re-introduced medical and radiation oncology to Capital Medical Center to meet the needs of that community. In coordination with this effort, we were able to recruit several medical and radiation oncologists to that facility. More recently, we were able to develop a total joint replacement program at Willamette Valley Medical Center. As part of this program, we were able to recruit three orthopedic surgeons to the market. The hospital’s reputation for quality and our local physicians’ participation helped this program come to fruition.

     Pursuing Acquisitions and Strategic Relationships

     We believe we will continue to have opportunities to pursue acquisitions of hospitals and other healthcare facilities both in existing and new markets. We will pursue a disciplined acquisition strategy in markets where we believe we can have the greatest impact on the financial and operational performance of the acquired facility. We will continue to target acute care hospitals and ancillary facilities in attractive, primarily non-urban markets with populations generally greater than 35,000. We have focused criteria that cover multiple aspects of a new facility and include demographics, operational improvement, financial improvement and cultural alignment. We perform a significant amount of due diligence on each facility we intend to acquire to ensure that our criteria are met.

     We also anticipate we will have opportunities to pursue selective acquisitions or otherwise develop complementary ancillary businesses in the markets we currently serve. We have placed a significant emphasis on pursuing such strategic in-market transactions that support our ability to consolidate and/or expand our community service offerings. These investments can include, but are not limited to: ambulatory surgery centers, outpatient diagnostic imaging centers, free-standing clinical laboratories, home healthcare and urgent or primary care centers. Our criteria for in-market strategic investments is similar to our criteria for external acquisitions, including focusing on outpatient ancillary centers where we can increase market share, improve operations and achieve cost and/or reimbursement synergies and cultural alignment.

     As a result of the recent economic downturn, we believe many public and not-for-profit hospitals are facing significant financial challenges and could seek to partner with consistently strong operators who are well capitalized and who demonstrate a willingness to invest in the communities they serve. We believe we meet these criteria. From time to time, we also may consider entering into joint ventures or strategic alliances with other hospitals and healthcare providers.

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     Investing in Technology to Improve Patient Care

     The HITECH Act includes provisions designed to increase the use of computerized physician order entry at hospitals and the use of EHR by both physicians and hospitals. We believe that these systems improve quality, safety, efficiency and clinical outcomes. We intend to comply with the EHR meaningful use requirements of the HITECH Act to qualify for the maximum available Medicare and Medicaid incentive payments. We continue to refine our budgeted costs and the expected reimbursement improvements associated with our EHR initiatives. Consequently, we believe we may qualify for Medicare reimbursement at three of our hospitals in the fourth quarter of 2011 and already qualify for Medicaid reimbursement in three states. Implementing a standard emergency room management system across all hospitals is another example of our investing in information technology to improve patient care. This system, in conjunction with our other process improvement initiatives, helps to ensure that appropriate and consistent quality patient care is administered quickly and reliably to our emergency room patients. Additionally, the creation of our PAG is designed to foster collaboration with our physicians to assist us in providing patient care excellence through technological improvements.

     Delivering Strong Financial Performance

     We pride ourselves on maintaining disciplined financial policies aimed at growing revenue, improving margins and generating free cash flow. We will continue to focus on ways in which we can increase revenue from our existing facilities, including continued investments to expand services, continued physician recruitment to meet our communities’ needs and favorable managed care contracts. We are also focused on capitalizing on several operational efficiencies to improve our margins and free cash flow, including:

• continued focus on revenue cycle management and collections;

• disciplined deployment of capital across our portfolio;

• encouragement and motivation our physicians and medical staff to adhere to our established protocols related to medical supplies utilization;

• infrastructure build-out to support our growing physician clinic operations;

• implementation of appropriate staffing tools and continued reduction of contract labor; and

• leveraged technical expertise through use of our corporate resources.

Industry and Industry Trends

     The U.S. healthcare industry is large and growing. According to CMS, total annual U.S. healthcare expenditures grew 4.0% in 2009 to $2.5 trillion, representing 17.6% of the U.S. gross domestic product. CMS projects total U.S. healthcare spending to grow by an average annual growth rate of 6.1% from 2009 through 2019.

     According to the AHA, in 2009 there were approximately 5,000 inpatient hospitals in the United States. The U.S. hospital industry is broadly defined to include acute care, rehabilitation and psychiatric facilities that are either public (government owned and operated), not-for-profit (private, religious or secular) or for-profit institutions (investor owned). Ownership of hospitals is dominated by not-for-profit hospitals, which, in 2009, controlled 58% of the market, followed by state and local governments with 26% and for-profit hospitals with 16%.

     We believe well-capitalized and operations-focused providers of healthcare services will benefit from the current industry trends, some of which include:

     Demographics and Disease Trends. According to the U.S. Census Bureau, the demographic age group of persons aged 65 and over is expected to experience compounded annual growth of 3.0% over the next 20 years, and constitute 19.3% of the total U.S. population by 2030. CMS projects continued increases in hospital services based on the aging of the U.S. population, advances in medical procedures, expansion of health coverage, increasing consumer demand for expanded medical services and increased prevalence of chronic conditions such as diabetes, heart disease and obesity. We believe these factors will continue to drive increased utilization of healthcare services and the need for comprehensive, integrated hospital networks that can provide a wide array of essential and sophisticated healthcare.

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     Quality-Driven Reimbursement. We believe the U.S. healthcare system is continuing to evolve in ways that favor large-scale, comprehensive and integrated providers that provide high levels of quality care. Specifically, we believe there are a number of initiatives that will continue to gain importance in the foreseeable future, including introduction of value-based payment methodologies tied to performance, quality and coordination of care, implementation of integrated electronic health records and information, and an increasing ability for patients and consumers to make choices about all aspects of healthcare. We have developed key processes and infrastructure that we believe enable us to meet or exceed the current established quality guidelines. We plan to continue to invest in quality initiatives and technology in order to meet the quality demands of our payors in the future. Currently, our CMS Core Measures composite results rank approximately at the national average. Based on our compliance with reporting requirements, we received full market basket reimbursement rates from Medicare in all of our facilities in 2009 and 2010.

     Specialized Services. We believe patients are gaining increased access to medical information and statistics and, as a result, are better informed when seeking specialized care and treatment alternatives. We believe facilities that provide specialized patient care in areas such as cardiology, oncology, orthopedics, women’s services and neurology, among others, will benefit from the increased demand for these services. We continually assess our markets and engage community and hospital leadership to develop specialized services to meet the demands of our patients. Examples of the services we developed, enhanced and/or expanded over the past several years include, among others, cardiology, oncology, orthopedic, neurology, behavioral health and women’s services programs.

     Consolidation. As a result of the recent economic pressures, we believe a large number of public and not-for-profit operators have been affected dramatically and are experiencing financial challenges. For-profit hospital operators with strong management and access to capital are well-positioned to act as strategic acquirers or partners to assist these financially challenged operators in achieving their long-term objectives of providing high quality, cost-effective care to the communities they serve. Our management team has a demonstrated track record of successfully identifying, acquiring and integrating facilities that meet our disciplined acquisition criteria. In addition, our management team maintains significant experience converting public and not-for-profit facilities to for-profit status. We believe some of the key elements in converting a hospital from not-for-profit status to for-profit status involves engaging local community leaders and committing to continued support of the hospital’s mission. Each of our hospitals has a Board of Trustees, which is comprised of physicians and local community leaders, as well as the hospital CEO. In addition, we support community programs and charitable organizations in our communities both financially and with volunteer time.

     Healthcare Reform. The Affordable Care Act dramatically alters the United States healthcare system and is intended to decrease the number of uninsured Americans and reduce the overall cost of healthcare. 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 DSH payments, expanding the Medicare program’s use of value-based purchasing programs and tying hospital payments to the satisfaction of certain quality criteria. We believe, as a result of our physician alignment strategies as well as our continued focus on providing high quality, cost-effective healthcare, that we are well-positioned to capitalize on the opportunities and face the challenges that are likely to arise as a result of the enactment of the Affordable Care Act. As the legislation will be implemented over the next several years, the extent of the impact on our business from expected increased patient volumes, an increased number of insured patients, reimbursement cuts and other program changes cannot be determined at this time.

The Markets We Serve

     Our hospitals are located in the following states:

     Alabama

     As of March 31, 2011, we owned and operated three hospitals in the State of Alabama, with a total of 359 licensed beds. We acquired these hospitals in March 2008 from CHS as part of a multi-facility acquisition. Hartselle Medical Center primarily serves the community of Hartselle, Alabama, which is located approximately 60 miles from Birmingham. Jacksonville Medical Center primarily serves the community of Jacksonville, Alabama and is located approximately 63 miles from Birmingham. Parkway Medical Center primarily serves the community of Decatur, Alabama and is located approximately 25 miles from Huntsville. During the year ended December 31,

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2010 and the three months ended March 31, 2011, we generated approximately 11.3% and 10.1%, respectively, of our total net revenue in this market.

     Arkansas

     As of March 31, 2011, we owned and operated two hospitals in the State of Arkansas with a total of 336 licensed beds. We acquired these hospitals in March 2008 from CHS as part of a multi-facility acquisition. St. Mary’s Regional Medical Center primarily serves the community of Russellville, Arkansas, which is located approximately 77 miles from Little Rock. National Park Medical Center primarily serves the community of Hot Springs, Arkansas, which is located approximately 52 miles from Little Rock. During the year ended December 31, 2010 and the three months ended March 31, 2011, we generated approximately 25.6% and 25.6%, respectively, of our total net revenue in this market.

     Missouri

     As of March 31, 2011, we owned and operated one hospital in the State of Missouri with 135 licensed beds. Mineral Area Regional Medical Center serves the community of Farmington, Missouri, which is located approximately 80 miles south of St. Louis. We acquired Mineral Area Regional Medical Center in March 2008 from CHS as part of a multi-facility acquisition. During the year ended December 31, 2010 and the three months ended March 31, 2011, we generated approximately 5.7% and 5.9%, respectively, of our total net revenue in this market.

     Oklahoma

     As of March 31, 2011, we owned and operated two hospitals in the State of Oklahoma with a total of 474 licensed beds. Muskogee Regional Medical Center primarily serves the Muskogee, Oklahoma community, located approximately 50 miles from Tulsa, which we acquired pursuant to a 40-year lease in April 2007 from the Muskogee Medical Center Authority. In connection with this transaction, we agreed to make at least $28 million in general capital expenditures at that facility during the first five years following the closing. As of December 31, 2010, we had made related capital expenditures of approximately $23.9 million in the aggregate since the closing of that transaction. For the three months ended March 31, 2011, we made additional related capital expenditures of approximately $0.9 million. Therefore, we remain obligated for $3.2 million in expenditures pursuant to our agreement. We intend to satisfy our obligation to make additional capital expenditures within the agreed period. We acquired Southwestern Regional Medical Center in November 2005 from HCA pursuant to a multi-facility transaction. Southwestern Regional Medical Center primarily serves the community of Lawton, Oklahoma, which is approximately 90 miles from Oklahoma City. During the year ended December 31, 2010 and the three months ended March 31, 2011, we generated approximately 21.7% and 20.9%, respectively, of our total net revenue in this market.

     Oregon

     As of March 31, 2011, we owned and operated one hospital in the State of Oregon with 88 licensed beds. Willamette Valley Medical Center serves the community of McMinnville, Oregon, which is located approximately 38 miles from Portland. We acquired Willamette Valley Medical Center in March 2008 from CHS as part of a multi-facility acquisition. During the year ended December 31, 2010 and the three months ended March 31, 2011, we generated approximately 12.7% and 12.8%, respectively, of our total net revenue in this market.

     Tennessee

     As of March 31, 2011, we owned and operated three hospitals in the State of Tennessee with a total of 255 licensed beds. We acquired Grandview Medical Center and River Park Hospital in November 2005 from HCA pursuant to a multi-facility transaction. Grandview Medical Center primarily serves the community of Jasper, Tennessee, which is located approximately 30 miles west of Chattanooga. River Park Hospital primarily serves the community of McMinnville, Tennessee, which is approximately 90 miles from Nashville and Chattanooga. White County Community Hospital primarily serves the Sparta, Tennessee community, located approximately 90 miles from Nashville, which we acquired in March 2008 from CHS as part of a multi-facility acquisition. During the year

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ended December 31, 2010 and the three months ended March 31, 2011, we generated approximately 12.4% and 13.3%, respectively, of our total net revenue in this market.

     Washington

     As of March 31, 2011, we owned and operated one hospital in the State of Washington with 110 licensed beds. Capital Medical Center serves the community of Olympia, Washington, which is located approximately 65 miles south of Seattle. We acquired Capital Medical Center in December 2005 from HCA pursuant to a multi-facility transaction. During the year ended December 31, 2010 and the three months ended March 31, 2011, we generated approximately 10.7% and 11.3%, respectively, of our total net revenue in this market.

Our Facilities

     As of March 31, 2011, we owned and operated thirteen (13) general acute care hospitals. The following table sets forth certain information concerning our hospitals:

Hospital	Location	Licensed Beds		Date Acquired
Capital Medical Center(1)	Olympia, WA		110	December 1, 2005
Grandview Medical Center	Jasper, TN		70	December 1, 2005
Hartselle Medical Center	Hartselle, AL		150	March 1, 2008
Jacksonville Medical Center	Jacksonville, AL		89	March 1, 2008
Mineral Area Regional Medical Center	Farmington, MO		135	March 1, 2008
Muskogee Regional Medical Center	Muskogee, OK		275	April 3, 2007
National Park Medical Center(2)	Hot Springs, AR		166	March 1, 2008
Parkway Medical Center	Decatur, AL		108	March 1, 2008
River Park Hospital	McMinnville, TN		125	December 1, 2005
Southwestern Medical Center	Lawton, OK		199	December 1, 2005
St. Mary’s Regional Medical Center	Russellville, AR		170	March 1, 2008
White County Community Hospital(3)	Sparta, TN		60	March 1, 2008
Willamette Valley Medical Center	McMinnville, OR		88	March 1, 2008
Total Licensed Beds			1,745

(1)	This hospital is operated by us in a joint venture with physicians in which we own 90.25% and physicians or physician entities own the remaining 9.75%.
(2)	This hospital is operated by us in a joint venture with physicians in which we own 95.04% and physicians or physician entities own the remaining 4.96%.
(3)	This hospital is operated by us in a joint venture with physicians in which we own 83.8% and physicians or physician entities own the remaining 16.2%.

     In each of the three joint ventures listed above, the managing member or general partners, as applicable, are one or more of our wholly-owned subsidiaries (each a “Capella Owner”). Each Capella Owner manages the day-to-day operation of the Hospital in exchange for a management fee and reimbursement of its out-of-pocket expenses. In addition, our Capital Medical Center and White County joint ventures participate in our cash management system pursuant to a Cash Management Agreement and Revolving Credit Loan (the “Cash Management Agreement”). Under the Cash Management Agreement, we may but are not obligated to, provide the applicable joint venture with working capital revolving credit loans as we deem necessary or appropriate for the conduct of the joint venture’s business.

     In addition to the hospitals listed above we own, either directly or through an interest in a joint venture, certain outpatient service locations complementary to our hospitals. We also own, operate and/or lease medical office buildings in conjunction with certain of our hospitals which are primarily occupied by physicians practicing at our hospitals.

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     As of March 31, 2011, we leased approximately 17,000 square feet of office space at 501 Corporate Centre, Suite 200, Franklin, Tennessee, for our corporate headquarters. Our headquarters, hospitals and other facilities are suitable for their respective uses and are, in general, adequate for our present needs.

Our Hospital Operations

     Acute Care Services

     Our hospitals typically provide the full range of services commonly available in acute care hospitals, such as internal medicine, general surgery, cardiology, oncology, neurosurgery, orthopedics, women’s services, diagnostic and emergency services, as well as select tertiary services such as open-heart surgery and level II and III neonatal intensive care. Our hospitals also generally provide outpatient and ancillary healthcare services such as outpatient surgery, laboratory, radiology, respiratory therapy and physical therapy. We also provide outpatient services at our imaging centers and ambulatory surgery centers. Certain of our hospitals have a limited number of psychiatric, skilled nursing and rehabilitation beds. Two of our hospitals operate separate psychiatric facilities.

     Management and Oversight

     Our senior management team has extensive experience in operating multi-facility hospital networks and plays a vital role in the strategic planning for our facilities. A hospital’s local management team is generally comprised of a chief executive officer, chief operating officer, chief financial officer, chief nursing officer and chief quality officer. Local management teams, in consultation with their LPLG and the hospital’s Board of Trustees and our corporate staff, develop annual operating plans setting forth revenue growth strategies through the expansion of current services, implementation of new services and the recruitment and retention of physicians in each community, as well as plans to improve operating efficiencies and reduce costs. We believe that the ability of each local management team to identify and meet the needs of our patients, medical staffs and the community as a whole is critical to the success of our hospitals. We base the compensation for each local management team in part on its ability to achieve the goals set forth in the annual operating plan, including quality of care, patient satisfaction and financial measures.

     Boards of trustees at each hospital, consisting of local community leaders, members of the medical staff and the hospital chief executive officer, advise the local management teams and help develop the strategic operating plan for their hospital. In addition, they play a key role in providing the patient care excellence that Capella demands. Members of each Board of Trustees are identified and recommended by our local management teams. The Boards of Trustees establish policies concerning medical, professional and ethical practices, monitor these practices and ensure that they conform to our high standards. We maintain company-wide compliance and quality assurance programs and use patient care evaluations and other assessment methods to support and monitor quality of care standards and to meet accreditation and regulatory requirements.

     Each hospital has a LPLG made up of key physicians and members of the hospital’s administrative team. The Chairman of each group serves on Capella’s NPLG. The mission of the LPLG is to provide ongoing dialogue between hospital administration and members of the medical staff primarily in the areas of operations, quality patient care, employee satisfaction and community relations.

     We also provide support to the local management teams through our corporate resources in areas such as revenue cycle, business office, legal, managed care, clinical efficiency, physician services and other administrative functions. These resources allow for sharing best practices and standardization of policies and processes among all of our hospitals.

     Attracting Patients

     We believe that the most important factors affecting a patient’s choice in hospitals are the reputation of the hospital for delivering quality care, the availability and expertise of physicians and nurses caring for patients at the facility and the location and convenience of the hospital. Other factors that affect utilization include local demographics and population growth, local economic conditions and the hospital’s success in contracting with a wide range of local payors.

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     Outpatient Services

     The healthcare industry has experienced a general shift during recent years from inpatient services to outpatient services as Medicare, Medicaid and managed care payors have sought to reduce costs by shifting lower-acuity cases to an outpatient setting. Advances in medical equipment technology and pharmacology have supported the shift to outpatient utilization, which has resulted in an increase in the acuity of inpatient admissions. However, we expect inpatient admission use rates to increase over the long term as the baby boomer population reaches ages where inpatient admissions become more prevalent. We have responded to the shift to outpatient services through expanding service offerings and increasing the throughput and convenience of our emergency departments, outpatient surgery facilities and other ancillary units in our hospitals. We also own minority interests in a surgery center and a radiation therapy center in the Muskogee, Oklahoma service area. We continually upgrade our resources, including procuring excellent physicians and nursing staff and utilizing technologically advanced equipment, to support our comprehensive service offerings to capture inpatient volumes from the baby boomers.

Competition

     The hospital industry is highly competitive. We currently face competition from established, not-for-profit healthcare systems, investor-owned hospital companies, large tertiary care hospitals, specialty hospitals and outpatient service providers. In the future, we expect to encounter increased competition from companies, like ours, that consolidate hospitals and healthcare companies in specific geographic markets. Continued consolidation in the healthcare industry will be a leading factor contributing to increased competition in our current markets and markets we may enter in the future. Because of the shift to outpatient care and more stringent payor-imposed pre-authorization requirements during the past few years, most hospitals have significant unused capacity resulting in increased competition for patients. Many of our competitors are larger than us and have more financial resources available than we do. Other not-for-profit competitors have endowment and charitable contribution resources available to them and can purchase equipment and other assets on a tax-free basis. In addition, two of our facilities, Muskogee Regional Medical Center and National Park Medical Center, currently compete with facilities that are owned and operated by physicians.

Employees and Medical Staff

     As of March 31, 2011, we had approximately 6,200 employees, including approximately 1,500 part-time employees. Approximately 245 of our full-time employees at our Olympia, Washington hospital are unionized. While some of our non-unionized hospitals experience union organizing activity from time to time, we do not currently expect these efforts to affect our future operations materially. Our hospitals, like most hospitals, have experienced labor costs rising faster than the general inflation rate.

     While the national nursing shortage has abated somewhat as a result of the weakened U.S. economy, certain pockets of the markets we serve continue to have limited available nursing resources. Nursing shortages often result in our using more contract labor resources to meet increased demand especially during the peak winter months. We expect our nurse leadership and recruiting initiatives to mitigate the impact of the nursing shortage. These initiatives include more involvement with nursing schools, participation in more job fairs, recruiting nurses from abroad, implementing preceptor programs, providing flexible work hours, improving performance leadership training, creating awareness of our quality of care and patient safety initiatives and providing competitive pay and benefits. We anticipate that demand for nurses will continue to exceed supply especially as the baby boomer population reaches the ages where inpatient stays become more frequent. We continue to implement best practices to reduce turnover and to stabilize our nursing workforce over time.

     We have developed a strategic physician recruitment and retention plan. In the summer of 2008, we commissioned an independent consultant group to perform a market needs analysis of each of our communities with a focus on what medical specialties the community needs to meet its healthcare demands. From this study, we developed a strategic recruitment plan to meet each market’s healthcare needs. Executing that plan, we recruited 61 physicians in 2008, 72 in 2009 and 68 in 2010. Of this total, 42.6% were specialists in areas such as general surgery, cardiology, women’s services and orthopedics. The remainder were primary care physicians, including hospitalists and physicians practicing in areas such as family medicine, internal medicine and pediatrics. Recruitment of family practice and internal medicine is critical to building a solid foundation of referring physicians in our markets.

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     Our hospitals grant staff privileges to licensed physicians who may serve on the medical staffs of multiple hospitals, including hospitals not owned by us. A physician who is not an employee can terminate his or her affiliation with our hospital at any time. Although we employ a growing number of physicians, a physician does not have to be our employee to be a member of the medical staff of one of our hospitals. Any licensed physician may apply to be admitted to the medical staff of any of our hospitals, but admission to the staff must be approved by each hospital’s medical staff and Board of Trustees in accordance with established credentialing criteria. Under state laws and other licensing standards, hospital medical staffs are generally self-governing organizations subject to ultimate oversight by the hospital’s local governing board. Although we were generally successful in our physician recruiting efforts during 2010, we face continued challenges in some of our markets to recruit certain types of physician specialists who are in high demand.

Compliance Program

     We voluntarily maintain a company-wide Ethics & Compliance program designed to ensure that we maintain high standards of ethical conduct in the operation of our business. We continually implement policies and procedures for all of our employees, so they can act in compliance with all applicable laws, regulations and company policies. Additionally, we have engaged an independent consultant to evaluate our programs and recommend improvements. The organizational structure of our Ethics & Compliance program includes oversight by Capella’s Board of Directors and a high-level Corporate Ethics & Compliance Committee (“CECC”). The Board of Directors and the CECC are responsible for ensuring that the compliance program meets its stated goals and remains up-to-date to address the current regulatory environment and other issues affecting the healthcare industry. Our Vice President of Ethics & Compliance reports jointly to our Chief Executive Officer and to the Board of Directors. He serves as our Chief Compliance Officer and is charged with direct responsibility for the day-to-day oversight of our compliance program. Other features of our compliance program include initial and periodic ethics and compliance training and effectiveness reviews, a toll-free hotline for employees to report, without fear of retaliation, any suspected legal or ethical violations, and annual “coding audits” to make sure our hospitals bill the proper service codes for reimbursement from the Medicare program.

     Our compliance program also oversees the implementation and monitoring of the standards set forth by HIPAA for privacy and security. Ongoing HIPAA compliance also includes self-monitoring of HIPAA policy and procedure implementation by each of our healthcare facilities and oversight by the CECC and the Chief Compliance Officer.

Our Information Systems

     We believe that our information systems must cost-effectively meet the needs of our hospital management, medical staff and nurses in a variety of areas of our business operations, such as:

• patient accounting, including billing and collection of revenue;

• accounting, financial reporting and payroll;

• coding and compliance;

• laboratory, radiology and pharmacy systems;

• medical records and document storage;

• physician access to patient data;

• quality indicators;

• materials and asset management; and

• negotiating, pricing and administering our managed care contracts

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     During 2010, we continued to invest in information technology. We believe that the importance of and reliance upon information technology will continue to increase in the future. Accordingly, we expect to make additional significant investments in information technology during the next several years as part of our business strategy to increase the efficiency and quality of patient care.

     Although we map the financial information systems from each of our hospitals to one centralized database, we do not automatically standardize our financial information systems among all of our hospitals. We carefully review the existing systems at the hospitals we acquire. If a particular information system is unable to cost-effectively meet the operational needs of the hospital, we will convert or upgrade the information system at that hospital to a standardized information system that can cost-effectively meet these needs.

Professional and General Liability Insurance

     As is typical in the healthcare industry, we are subject to claims and legal actions by patients and others in the ordinary course of business. For professional and general liability claims, we self-insure the first portion of each claim, and Auriga, a wholly-owned subsidiary of Holdings, insures the next portion of each claim. We maintain excess coverage from independent third-party carriers for claims exceeding the coverage provided by Auriga from Lloyds of London for the first portion of the excess policy and the Bermuda market for the remaining portion. Auriga funds its portion of claims costs from proceeds of premium payments received from us.

     We believe that our current insurance program provides sufficient coverage for our facilities. We cannot, however, ensure that potential claims will not exceed those amounts. Consistent with the policy limits and indemnification agreements, our insurance coverage will cover insured professional/general liability claims made against us, during the time such insurance is in force, consistent with the policy terms and conditions; however, our insurance policy covers the members of our Board of Directors and the boards of our subsidiaries only with respect to acts performed in their capacity as board members.

Legal Proceedings

     We operate in a highly regulated and litigious industry. As a result, we are, from time to time, subject to claims and suits arising in the ordinary course of business, including claims for damages for personal injuries, medical malpractice, breach of management contracts, wrongful restriction of or interference with physicians’ staff privileges and employment related claims. In certain of these actions, plaintiffs request punitive or other damages against us or our affiliates which may not be covered by insurance. We are currently not a party to any proceeding which, in management’s opinion, would have a material adverse effect on our business, financial condition or results of operations.

Payment for Services

   General

     We are dependent upon private and governmental third-party sources of reimbursement for services provided to patients. Medicare is generally the largest source of governmental payment. Most of our private sources of reimbursement come from third-party healthcare insurance plans. Revenue under Medicare, Medicaid and third-party payor plans varies depending on the type of service provided and the volume of services provided.

     The table below presents the approximate percentage of net patient revenue we received from the following sources for the periods indicated:

										Three months
										Ended
	Year Ended December 31,									March 31,
	2008			2009			2010			2010			2011
Medicare		36.1	%		39.1	%		36.0	%		37.7	%		39.9	%
Medicaid		8.3			9.6			12.0			11.6			12.7
Managed Care and other		43.4			38.3			36.1			39.0			37.1
Self-Pay		12.2			13.0			15.9			11.7			10.3
Total		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%

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     The trends in the various categories are primarily driven by our acquisition history and to a lesser extent the shifts in payor mix because of economic conditions. For example, those assets acquired in 2008 have a higher concentration in “Medicare and Medicaid” versus the assets acquired in earlier years.

     Medicare Inpatient Services

     Under the Medicare program, hospitals are reimbursed for the operating costs of acute care inpatient stays under an IPPS pursuant to which a hospital receives a fixed payment amount per inpatient discharge based on the patient’s assigned MS-DRG. Over a two-year transition period that began in October 2007, CMS implemented MS-DRGs to replace the previously used Medicare diagnosis related groups in an effort to better recognize severity of illness and cost of providing care in Medicare payment rates. Each MS-DRG is assigned a payment weight that is based on the average amount of hospital resources that are needed to treat Medicare patients in that MS-DRG. MS-DRG payments are adjusted for area wage differentials. In addition, if a hospital treats a patient who is more expensive to treat than the average Medicare patient in the same MS-DRG, the hospital will receive an additional outlier payment if the hospital’s cost of treating that patient exceeds a certain threshold amount. MS-DRG classifications and weights are re-calibrated and adjusted on an annual basis to reflect the inflation experienced by hospitals (and entities outside the healthcare industry) in purchasing goods and services (the “market basket index”).

     The Affordable Care Act contains many Medicare payment initiatives and changes. Many of the changes, such as payments to accountable care organizations and proposed bundled payments, have not yet gone into effect, but other revisions, such as programs to reduce payments to hospitals for excessive readmissions, and reductions in the hospital market basket update, are effective now.

     On April 19, 2011, CMS issued the IPPS proposed rule for FFY 2012, which begins on October 1, 2011. CMS projects that Medicare reimbursement for hospital inpatient services will decrease by 0.5%, or $498 million, between FFY 2011 and FFY 2012. The proposed market basket update is 1.5% for hospitals that submit quality data in accordance with the IQR program (formerly the Reporting Hospital Quality Data for Annual Payment Update Program) in FFY 2012 and -0.5% for those that do not. This update is based on 2.8% projected inflation in hospital costs, reduced by a multi-factor productivity adjustment of 1.2% and an additional 0.1% in accordance with the Affordable Care Act, as well as a 2% reduction for hospitals that do not successfully report the 2012 quality measures included in the IQR program. Medicare payments under the proposed rule are also subject to a 1.1% increase in response to litigation, as well as a 3.15% reduction, as required by Transitional Medical Assistance, Abstinence Education, and Qualifying Individuals Programs Extension Act of 2007, to account for the increase in spending that CMS believes is solely the result of changes in hospital coding and discharge classification practices that occurred in connection with the implementation of the MS-DRG system.

     In addition, the proposed rule contains several provisions intended to strengthen the relationship between payment and quality of service. First, the rule proposes a number of policies as part of the Hospital Readmissions Reduction Program, established by the Affordable Care Act, which requires a reduction in Medicare payments to hospitals with excess readmissions for certain conditions. Second, the proposed rule expands the quality measures that hospitals must report in FFYs 2014 and 2015 to avoid a 2% payment reduction under the IQR Program by, among other things, increasing the number of measures to be reported from 60 to 73. Third, the proposed rule adds one new condition to the list of HACs under the policy which prevents hospitals from being paid at an enhanced rate for treating a beneficiary if the sole reason for the higher payment is the occurrence, during the beneficiary’s hospital stay, of one of the conditions on the HAC list. Finally, the proposed rule expands the list of measures CMS has proposed to adopt for the FFY 2014 Hospital Value-Based Purchasing Program, authorized by the Affordable Care Act.

     Hospitals that treat a disproportionately large number of low-income patients currently receive additional payments from Medicare in the form of DSH payments. DSH payments are determined annually based upon certain statistical information defined by CMS and are calculated as a percentage add-on to the MS-DRG payments. This percentage varies, depending on several factors that include the percentage of low-income patients served. The

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recent health reform legislation contains certain changes to the DSH formula, including a change that would give greater weight to the amount of uncompensated care provided by a hospital than it would to the number of low- income patients treated.

     As authorized by the Affordable Care Act, HHS issued its final rule on April 29, 2011 launching the Hospital VBP Program. The VBP Program begins in October 2012 and provides that hospitals will be paid for inpatient acute care services based on quality of care measures as specifically set forth by CMS. The quality measures focus on how closely hospitals follow best clinical practices and how well hospitals enhance patients’ experiences of care. The higher the quality measures, the higher the reward from CMS. The Company intends for its facilities to achieve high levels of quality under the VBP Program, however, the Company cannot guarantee that its facilities’ reimbursement will increase and will not decrease as a result of the implementation of the VBP Program.

     Medicare Outpatient Payment

     Under Medicare’s hospital outpatient prospective payment system (“OPPS”), hospital outpatient services are classified into groups called ambulatory payment classifications (“APCs”). Services in each APC are clinically similar and are similar in terms of the resources they require. CMS establishes a payment rate for each APC, and, depending on the services provided, a hospital may be paid for more than one APC for each patient encounter. APC classifications and payment rates are reviewed and adjusted on an annual basis. Historically, the rate of increase in payments for hospital outpatient services has been higher than the rate of increase in payments for inpatient services.

     On November 24, 2010, CMS issued its final OPPS rule for calendar year (“CY”) 2011. CMS implemented a market basket increase of 2.1% and 2.6% for FFY 2010 and 2011, respectively, however, the Affordable Care Act provides for a 0.25% reduction to the market basket for 2010 and 2011, along with reductions for future years. CMS estimates that the combined market basket and productivity adjustments will reduce Medicare payments under the OPPS by $26.3 billion from 2010 to 2019. CMS requires hospitals to submit quality data relating to outpatient care to avoid receiving a 2% reduction to the market basket update under the OPPS. CMS required hospitals to report data on 11 quality measures in calendar year 2010 for the payment determination in calendar year 2011 and requires hospitals to report 15 quality measures in calendar year 2011 to avoid reduced payments in calendar year 2012.

     Healthcare Reform

     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 DSH payments to providers, expanding the Medicare program’s use of value-based purchasing programs, and tying hospital payments to the satisfaction of certain quality criteria. The Affordable Care Act also contains several Medicare payment and delivery system innovations, including the establishment of a Medicare Shared Savings Program to promote accountability and coordination of care through the creation of accountable care organizations or “ACOs” and the establishment of pilot programs related to bundled payment for post-acute care. Under the bundled post-acute care pilot program, Medicare would pay one bundled payment for acute, inpatient hospital services, physician services, outpatient hospital services, and post-acute care services for an episode of care that begins three days prior to a hospitalization and spans 30 days following discharge. The Affordable Care Act requires the Secretary of HHS to expand the pilot program if it achieves the stated goals of reducing spending while improving or not reducing quality. The pilot program will be established by January 1, 2013, and expanded, if appropriate, by January 1, 2016. Under the ACO Medicare Shared Savings Program, organizations known as “ACOs” would enter into a contract with the Secretary of the HHS in which the ACO agrees to be accountable for the overall care of its Medicare beneficiaries, to have adequate participation of primary care physicians, to define processes to promote evidence-based medicine, to report on quality and costs, and to coordinate care. ACOs that meet quality and efficiency standards would be allowed to share in the cost savings they achieve for the Medicare program. On March 31, 2011, HHS, the Federal Trade Commission and the Internal Revenue Service jointly released proposed ACO regulations setting forth the parameters of ACO contracts and payments under the Medicare Shared Savings Program. These regulations are subject to comment and may contain significant revisions when they are released in final form. We will continue to monitor payment developments and innovations established by the Affordable Care Act, but because the details of

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these payment reforms have not yet been finalized, we are unable to predict the impact of these reforms on the Company.

     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 RACs in the Medicaid program, expanding the scope of the federal False Claims Act and generally prohibiting physician-owned hospitals from increasing the total percentage of physician ownership or increasing the aggregate number of operating rooms, procedure rooms, and beds for which they are licensed.

     As part of the effort to control or reduce healthcare spending, the Affordable Care Act places a number of significant requirements and limitations on the Whole Hospital Exception to the federal physician self-referral prohibition, commonly known as the Stark Law, which allows physicians to have ownership interests in hospitals. Among other things, the Affordable Care Act prohibits hospitals from increasing the percentage of the total value of the ownership interest held in the hospital by physicians after March 23, 2010.

     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 the Company. 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 because of 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 the 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 the business, financial condition and results of operations of the Company.

     Impact of Affordable Care Act on the Company

     The expansion of health insurance coverage under the Affordable Care Act may result in a material increase in the number of patients using our facilities who have either private or public program coverage. In addition, a disproportionately large percentage of the new Medicaid coverage is likely to be in states that currently have relatively low income eligibility requirements. Further, the Affordable Care Act provides for a value-based purchasing program, the establishment of ACOs and bundled payment pilot programs, which will create possible sources of additional revenue.

     However, it is difficult to predict the size of the potential revenue gains to the Company as a result of these elements of the Affordable Care Act, because of uncertainty surrounding a number of material factors, including the following:

• how many previously uninsured individuals will obtain coverage as a result of the Affordable Care Act (while the CBO estimates 32 million, CMS estimates almost 34 million; both agencies made a number of assumptions to derive that figure, including how many individuals will ignore substantial subsidies and decide to pay the penalty rather than obtain health insurance and what percentage of people in the future will meet the new Medicaid income eligibility requirements);

• what percentage of the newly insured patients will be covered under the Medicaid program and what percentage will be covered by private health insurers;

• the extent to which states will enroll new Medicaid participants in managed care programs;

• the pace at which insurance coverage expands, including the pace of different types of coverage expansion;

• the change, if any, in the volume of inpatient and outpatient hospital services that are sought by and provided to previously uninsured individuals;

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• the rate paid to hospitals by private payers for newly covered individuals, including those covered through the newly created Exchanges and those who might be covered under the Medicaid program under contracts with the state;

• the rate paid by state governments under the Medicaid program for newly covered individuals;

• how the value-based purchasing and other quality programs will be implemented;

• the percentage of individuals in the Exchanges who select the high deductible plans, since health insurers offering those kinds of products have traditionally sought to pay lower rates to hospitals;

• whether the net effect of the Affordable Care Act, including the prohibition on excluding individuals based on pre-existing conditions, the requirement to keep medical costs lower than a specified percentage of premium revenue, other health insurance reforms and the annual fee applied to all health insurers, will be to put pressure on the bottom line of health insurers, which in turn might cause them to seek to reduce payments to hospitals with respect to both newly insured individuals and their existing business; and

• the possibility that implementation of provisions expanding health insurance coverage will be delayed or even blocked because of court challenges or revised or eliminated as a result of court challenges and efforts to repeal or amend the new law.

     On the other hand, the Affordable Care Act provides for significant reductions in the growth of Medicare spending, reductions in Medicare and Medicaid DSH payments and the establishment of programs where reimbursement is tied to quality and integration. Since 48% of our revenues in 2010 were from Medicare and Medicaid, collectively, reductions to these programs may significantly impact us and could offset any positive effects of the Affordable Care Act. It is difficult to predict the size of the revenue reductions to Medicare and Medicaid spending, because of uncertainty regarding a number of material factors, including the following:

• the amount of overall revenues we will generate from Medicare and Medicaid business when the reductions are implemented;

• whether reductions required by the Affordable Care Act will be changed by statute prior to becoming effective;

• the size of the Affordable Care Act’s annual productivity adjustment to the market basket beginning in 2012 payment years;

• the amount of the Medicare DSH reductions that will be made, commencing in FFY 2014;

• the allocation to our hospitals of the Medicaid DSH reductions, commencing in FFY 2014;

• what the losses in revenues will be, if any, from the Affordable Care Act’s quality initiatives;

• how successful ACOs, in which we participate, will be at coordinating care and reducing costs;

• the scope and nature of potential changes to Medicare reimbursement methods, such as an emphasis on bundling payments or coordination of care programs; and

• reductions to Medicare payments CMS may impose for “excessive readmissions.”

     Because of the many variables involved, we are unable to predict the net effect on the Company of the expected increases in insured individuals using our facilities, the reductions in Medicare spending and reductions in Medicare and Medicaid DSH funding, and numerous other provisions in the Affordable Care Act that may affect us. Further, it is unclear how federal lawsuits challenging the constitutionality of the Affordable Care Act will be resolved or what the impact will be of any resulting changes to the law. For example, should the requirement that individuals maintain health insurance ultimately be deemed unconstitutional but the prohibition on health insurers excluding coverage because of pre-existing conditions be maintained, significant disruption to the health insurance industry could result, which could impact our revenues and operations

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     CMS Disclosure Obligations

     In addition to setting payment rates, recent CMS payment rules have also imposed disclosure obligations and reporting requirements on physician-owned hospitals. Among other things, the rules require physician-owned hospitals to disclose the names of their physician owners to their patients, require physician-owners who are members of the hospital’s medical staff to disclose their ownership interests to the patients they refer to the hospital, and require the hospital to notify all patients in writing at the beginning of their inpatient hospital stay or outpatient visit if a physician is not present in the hospital 24 hours per day, 7 days per week. The notice regarding the presence of a physician must also describe how the hospital will meet the medical needs of patients who develop emergency conditions while no doctor is on the premises. We intend for our facilities to comply with these requirements.

     Recovery Audit Contractors

     In 2005, CMS began using RACs to detect Medicare overpayments not identified through existing claims review mechanisms. The RAC program relies on private auditing firms to examine Medicare claims filed by healthcare providers. The RAC program began as a demonstration project in a few states and was later made permanent by the Tax Relief and Health Care Act of 2006. The permanent RAC program was gradually expanded across the United States in 2008 and 2009 and is currently operating in all 50 states. The Affordable Care Act has further expanded the use of RACs and requires each state to establish a Medicaid RAC program in 2011.

     RACs utilize a post-payment targeted review process employing data analysis techniques in order to identify those Medicare claims most likely to contain overpayments, such as incorrectly coded services, incorrect payment amounts, non-covered services and duplicate payments. CMS has given RACs the authority to look back at claims up to three years old, provided that the claim was paid on or after October 1, 2007. Claims identified as overpayments will be subject to the Medicare appeals process.

     RACs are paid a contingency fee based on the overpayments they identify and collect. Therefore, we expect that the RACs will look very closely at claims submitted by our facilities in an attempt to identify possible overpayments. Although we believe our claims for reimbursement submitted to the Medicare and Medicaid programs are accurate, many of our hospitals have had claims audited by the RAC program. While most of our hospitals have successfully appealed any adverse determinations raised by these audits, we cannot predict if this trend will continue or the results of any future audits. These additional post-payment reviews may require us to incur additional costs to respond to requests for records and to pursue the reversal of payment denials and ultimately may require us to refund amounts paid to us that are determined to have been overpaid.

     Medicaid

     Medicaid programs are funded jointly by the federal government and the states and are administered by states under approved plans. Most state Medicaid program payments are made under a prospective payment system or are based on negotiated payment levels with individual hospitals. Medicaid reimbursement is less than Medicare reimbursement for the same services and is often less than a hospital’s cost of services. The federal government and many states have recently reduced or are currently considering legislation to reduce the level of Medicaid funding (including upper payment limits) or program eligibility that could adversely affect future levels of Medicaid reimbursement received by our hospitals. As permitted by law, certain states in which we operate have adopted broad-based provider taxes to fund their Medicaid programs. Since states must operate with balanced budgets and since the Medicaid program is often the state’s largest program, states may consider further reductions in their Medicaid expenditures.

     Congress has made an effort to address the financial challenges Medicaid is facing by recently increasing the amount of Medicaid funding available to states through the ARRA and the Assistance Act, which increased Federal Medical Assistance Percentage (“FMAP”) payments through June 30, 2011. We cannot predict if the increased FMAP payments will be further extended or the impact that the phase-out of the increased FMAP payments will have on state Medicaid programs in the future.

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     Third-Party Payors

     We also will be dependent upon private third-party sources of reimbursement for services provided to patients. In addition, market and cost factors affecting the fee structure, cost containment, and utilization decisions of third-party payors and other payment factors over which we will have no control may adversely affect the amount of payment we will receive for our services. The market share growth of private third-party managed care has resulted in substantial competition among providers of services, including pain management and outpatient and inpatient surgical services, for inclusion in managed care contracting in some markets. In addition, many third-party payor contracts contain termination provisions that allow the payor to terminate the contract without cause after delivering notice of intent to terminate. Termination of a managed care contract can result in material reductions in patient volume and revenue to us. Our financial condition and results of operations may be adversely affected by fixed fee schedules, capitation payment arrangements, exclusion from participation in managed care programs, or other changes in payments for healthcare services.

Government Regulation and Other Factors

     General

     All participants in the healthcare industry are required to comply with extensive government regulation at the federal, state and local levels. In addition, these laws, rules and regulations are extremely complex and the healthcare industry has had the benefit of little or no regulatory or judicial interpretation of many of them. Although we believe we are in compliance in all material respects with such laws, rules and regulations, if a determination is made that we were in material violation of such laws, rules or regulations, our business, financial condition or results of operations could be materially adversely affected. If we fail to comply with applicable laws and regulations, we can be subject to criminal penalties and civil sanctions and our hospitals can lose their licenses and their ability to participate in the Medicare and Medicaid programs.

     Licensing, Certification and Accreditation

     Healthcare facility construction and operation is subject to federal, state and local regulations relating to the adequacy of medical care, equipment, personnel, operating policies and procedures, fire prevention, rate-setting and compliance with building codes and environmental protection laws. Our facilities also are subject to periodic inspection by governmental and other authorities to assure continued compliance with the various standards necessary for licensing and accreditation. We believe that all of our operating healthcare facilities are properly licensed under appropriate state healthcare laws.

     All of our hospitals are certified under the Medicare program and are accredited by The Joint Commission or the American Osteopathic Association. Some of the Company’s facilities have used Joint Commission or American Osteopathic Association accreditation in lieu of Medicare surveys to obtain Medicare certification. For those facilities, the effect of accreditation is to permit the facilities to participate in the Medicare and Medicaid programs. If any facility that obtained Medicare participation based on its accreditation loses that accreditation status, or any of our facilities otherwise lose certification under the Medicare program, then the facility will be unable to receive reimbursement from the Medicare and Medicaid programs. We intend to conduct our operations in compliance with current applicable federal, state, local and independent review body regulations and standards. The requirements for licensure, certification and accreditation are subject to change and, in order to remain qualified, we may need to make changes in our facilities, equipment, personnel and services.

     Medicare Participation

     Our facilities have received certification under the federal Medicare program in order to qualify for reimbursement for services rendered to eligible patients under such program. The Medicare program has conditions of participation that a provider must satisfy to qualify for reimbursement including, but not limited to, compliance with state licensure requirements, governing body and management requirements, medical records requirements, credit balance refund requirements, quality assurance and utilization review requirements, surgical service standards, physical environment standards, nursing services standards, pharmaceutical standards, laboratory and radiological standards, medical staff credentialing standards, and architectural standards. We intend for all of its facilities to

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comply with all applicable Medicare conditions and requirements. However, the failure to obtain, or any loss or restriction of, Medicare certification may adversely affect our financial viability. In addition, any significant reduction in government payments for services provided at Company facilities could have a material adverse effect on our business.

     The requirements for certification and enrollment under Medicare and other government reimbursement programs such as Medicaid are subject to change and, in order to remain qualified for such programs, it may be necessary for us to make changes from time to time in its facilities, equipment, personnel or services.

     Anti-Kickback Laws

     The Social Security Act includes provisions addressing illegal remuneration (the “Anti-Kickback Laws”) which prohibit providers and others from, among other things, soliciting, receiving, offering or paying, directly or indirectly, any remuneration in return for either making a referral for a service or item covered by a federal healthcare program or ordering or arranging for or recommending the order of any covered service or item. Violations of the Anti-Kickback Laws are felonies that include criminal penalties or imprisonment or criminal fines up to $25,000 per violation. In addition, violations of the Anti-Kickback Laws also include civil monetary penalties of up to $50,000 per violation, damages up to three times the total amount of the improper payment made to the referral source, and exclusion from participation in Medicare, Medicaid, or other tendered healthcare programs.

     In U.S. v. Greber, 760 F.2d 68 (3d Cir. 1985), the United States Court of Appeals for the Third Circuit held that the Anti-Kickback Laws are violated if one purpose (as opposed to a primary or sole purpose) of a payment to a provider is to induce referrals. Other federal circuit courts have followed the Greber case.

     Under regulations issued by the OIG, certain categories of activities are deemed not to violate the Anti-Kickback Laws (the “Safe Harbors”). According to the preamble to the Safe Harbors, the failure of a particular business arrangement to comply with the regulations does not determine whether the arrangement violates the Anti-Kickback Laws. The Safe Harbors do not make conduct illegal, but instead delineate standards that, if complied with, protect conduct that might otherwise be deemed in violation of the Anti-Kickback Laws. Currently there are safe harbors for various activities, including the following: investment interests, space rental, equipment rental, practitioner recruitment, personal services and management contracts, sale of practice, referral services, warranties, discounts, employees, group purchasing organizations, waiver of beneficiary coinsurance and deductible amounts, managed care arrangements, obstetrical malpractice insurance subsidies, investments in group practices, ambulatory surgery centers and referral agreements for specialty services.

     The Health Reform Acts increase funding for fighting fraud and abuse, allow CMS to establish enrollment moratoria in areas indentified as being at elevated risk of fraud, create new penalties for fraud and abuse violations, increases penalties for submitting false claims, and restrict physician ownership of hospitals.

     We have a variety of financial relationships with physicians who refer patients to our facilities. As of March 31, 2011, referring physicians owned interests in three of our hospitals, and two outpatient facilities in which we own a minority interest. We may sell ownership interests in certain other of our facilities to physicians and other qualified investors in the future. We also have contracts with physicians providing for a variety of financial arrangements, including employment contracts, leases and professional service agreements. We have provided financial incentives to recruit physicians to relocate to communities served by our hospitals, including income and collection guarantees and reimbursement of relocation costs, and will continue to provide recruitment packages in the future. Although we have established policies and procedures to ensure that our arrangements with physicians comply with current law and applicable regulations, we cannot assure you that regulatory authorities that enforce these laws will not determine that some of these arrangements violate the Anti-Kickback Statute or other applicable laws. An adverse determination could subject us to liabilities under the Social Security Act, including criminal penalties, civil monetary penalties and exclusion from participation in Medicare, Medicaid or other federal healthcare programs, any of which could have a material adverse effect on our business, financial condition or results of operations.

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     The Stark Law

     Physician self-referral laws have been enacted by Congress and many states to prohibit certain self-referrals for healthcare services. The federal prohibition, commonly known as the Stark Law, prohibits physicians from referring patients for certain designated health services provided by an entity with which the physician has a financial relationship if those services are paid for, in whole or in part, by Medicare or Medicaid. The Stark Law also prohibits the entity from seeking payment from Medicare or Medicaid for services rendered pursuant to a prohibited referral. If an entity is paid for services rendered pursuant to a prohibited referral, it may incur civil penalties of up to $15,000 per prohibited claim and may be excluded from participating in Medicare and Medicaid.

     Under the Stark Law, designated health services include inpatient and outpatient hospital services; radiology services, including magnetic resonance imaging, computerized axial tomography scans, and ultrasound services; physical therapy services; occupational therapy services; radiation therapy services and supplies; durable medical equipment and supplies; parenteral and enteral nutrients, equipment, and supplies; prosthetics, orthotics, and prosthetic devices and supplies; home healthcare services; and outpatient prescription drugs. Our facilities provide designated health services under Stark.

     Laws allowing physicians to refer their patients to facilities in which they have an investment interest are presently, and are expected to continue to be, the focus of federal and state lawmakers. The Stark Law prohibits a physician from having a financial relationship in and making referrals to an entity that provides designated health services, which includes inpatient or outpatient hospital services, unless an exception applies to the financial relationship. The Stark Law provides several exceptions including exceptions for leases and personal services agreements as long as the arrangements comply with the parameters of the exceptions. In addition, there are exceptions for investments in rural areas, and there is a Whole Hospital Exception that, prior to the recent reform legislation, allowed physicians to own interests in hospitals. The Affordable Care Act also prohibits an increase in the aggregate number of beds, operating rooms, and procedure rooms in physician-owned hospitals from March 23, 2010; requires a referring physician owner or investor to disclose his or her ownership interest in a hospital (along with the ownership or investment interest of any treating physician) to patients at a time when the patient may make a meaningful decision regarding the receipt of care; requires physician-owned hospitals to submit an annual report identifying each physician owner and investor, and the nature and extent of all ownership and investment interests; requires physician-owned hospitals to disclose any physician ownership or investment interest on the hospital’s website and in any public advertisement; and ensures that ownership in hospitals by physician owners or investors is bona fide and satisfies the Whole Hospital Exception.

     In addition to the physician referral requirements, the Stark Law also includes specific reporting requirements that require each entity furnishing covered items or services to provide the Secretary with certain information concerning its ownership, investment, and compensation arrangements with physicians. In a series of notices in 2007, CMS indicated its intent to require a group of 500 hospitals to submit a Disclosure of Financial Relationships Report (“DFRR”) to CMS that contains detailed information concerning each hospital’s ownership, investment, and compensation arrangements with physicians. CMS has since determined that mandating hospitals to complete the DFRR may duplicate some of the reporting obligations related to physician ownership and investment set forth in the Affordable Care Act. Therefore, CMS has decided to delay implementation of the DFRR, and instead focus on implementing relevant sections of the Affordable Care Act. CMS has indicated that it remains interested in analyzing physician compensation relationships with DHS entities, and after collecting and examining information related to ownership and investment interests pursuant to the Affordable Care Act, it will determine if it is necessary to capture information related to compensation arrangements. If CMS continues with the DFRR requirement and one of our facilities receives the DFRR request, it will have a limited amount of time to compile a significant amount of information relating to its financial relationships with physicians, including any ownership by physicians. Our facilities may be subject to substantial penalties if it is unable to assemble and report this information within the required timeframe or if CMS or any other government agency determines that its submission is inaccurate or incomplete. In addition, a facility may be the subject of investigations or enforcement actions if a government agency determines that any of the information indicates a potential violation of law. Any such investigation or enforcement action could materially adversely affect the Company’s results of operations. These activities reflect the general trend of increasing governmental scrutiny of the financial relationships between hospitals and referring physicians under the Stark Law.

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     Corporate Practice of Medicine and Fee Splitting

     Some of the states in which we operate have laws that prohibit unlicensed persons or business entities, including corporations, from employing physicians or laws that prohibit certain direct or indirect payments or fee-splitting arrangements between physicians and unlicensed persons or business entities. Possible sanctions for violations of these restrictions include loss of a physician’s license, civil and criminal penalties and rescission of business arrangements that may violate these restrictions. These statutes vary from state to state, are often vague and seldom have been interpreted by the courts or regulatory agencies. Although we exercise care to structure our arrangements with healthcare providers to comply with the relevant state law and believe these arrangements comply with applicable laws in all material respects, we cannot assure you that governmental officials responsible for enforcing these laws will not assert that we, or transactions in which we are involved, are in violation of such laws, or that such laws ultimately will be interpreted by the courts in a manner consistent with our interpretations.

     HIPAA Privacy, Transaction and Security Standards

     HIPAA required HHS to promulgate regulations designed to encourage electronic commerce in the healthcare industry. These regulations apply to healthcare providers that transmit information in an electronic form in connection with standard HIPAA transactions, such as electronic claims.

     At this time, HHS has promulgated standards for the HIPAA transactions, standards for unique identifiers for employers and healthcare providers to be used in the HIPAA transactions, standards for the privacy of individually identifiable information, security standards for the protection of electronic health information and general administrative requirements relating to procedures for investigating violations of HIPAA, the imposition of penalties for such violations and procedures for hearings to appeal the imposition of penalties. The Company’s facilities are subject to these standards.

     HIPAA security standards require our Company’s facilities to establish and maintain reasonable and appropriate administrative, technical and physical safeguards to ensure the integrity, confidentiality and the availability of electronic health and related financial information. The security standards were designed to protect electronic information against reasonably anticipated threats or hazards to the security or integrity of the information and to protect the information against unauthorized use or disclosure.

     HIPAA privacy standards apply to individually identifiable information held or disclosed by our facilities in any form, whether communicated electronically, on paper or orally. These standards impose extensive new administrative requirements on our facilities, including appointing a privacy officer, adopting privacy policies and training our facilities’ workforce on these policies. They require our facilities’ compliance with rules governing the use and disclosure of health information. They create new rights for patients in their health information, such as the right to amend their health information, and they require our facilities to impose these rules, by contract, on any business associate to whom our facilities disclose such information in order to perform functions on our facilities’ behalf. In addition, our facilities will continue to remain subject to any state laws that are more restrictive than the privacy standards issued under HIPAA.

     A violation of these regulations could result in civil money penalties of $100 per incident, up to a maximum of $25,000 per person per year per standard. HIPAA also provides for criminal penalties of up to $50,000 and one year in prison for knowingly and improperly obtaining or disclosing protected health information, up to $100,000 and five years in prison for obtaining protected health information under false pretenses, and up to $250,000 and ten (10) years in prison for obtaining or disclosing protected health information with the intent to sell, transfer or use such information for commercial advantage, personal gain or malicious harm. Since there is no significant history of enforcement efforts by the federal government at this time, it is not possible to ascertain the likelihood of enforcement efforts in connection with the HIPAA regulations or the potential for fines and penalties which may result from the violation of the regulations.

     On February 17, 2009, President Obama signed the federal stimulus bill, which is officially known as the American Recovery and Reinvestment Act of 2009, and referred to herein as the “ARRA” into effect. The ARRA included the HITECH Act, which contains a number of provisions that significantly expand the reach of HIPAA. Among other things, the HITECH Act (i) created new security breach notification requirements for covered entities

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(ii) extended the HIPAA security provisions to business associates, and (iii) increased a patient’s ability to restrict access to his or her protected health information. The HITECH Act also expanded the number of enforcement mechanisms that are available to prosecute violations of HIPAA by creating a private cause-of-action for non-compliance which may be brought by state attorneys general on behalf of affected patients and increasing the civil monetary penalties that may be imposed for violations of HIPAA by establishing a tiered system that authorizes penalties of $100 per violation (up to $25,000 for each requirement) for violations based on lack of knowledge, $1,000 per violation (up to $100,000 for each requirement) for violations because of reasonable cause, $10,000 per violation (up to $250,000 for each requirement) for violations because of willful neglect, and $50,000 per violation (up to $1,500,000 for each requirement) for violations that are not corrected.

     On August 24, 2009, HHS issued regulations implementing certain of the requirements of the HITECH Act, including the breach notification requirements providing obligations for compiling and reporting of certain information relating to breaches by providers and their business associates (the “Interim Final Breach Rule”), effective September 23, 2009. HHS subsequently promulgated and withdrew a final breach notification rule for review, but it intends to publish a final data breach rule in the coming months. Until such time as a new final breach rule is issued, the Interim Final Breach Rule remains in effect. In addition, our facilities remain subject to any state laws that relate to the reporting of data breaches that are more restrictive than the regulations issued under HIPAA and the requirements of the HITECH Act.

     On July 14, 2010, HHS issued a notice of proposed rulemaking to modify the HIPAA privacy, security and enforcement regulations. These changes may require substantial operational changes for HIPAA covered entities and their business associates, including, in part, new requirements for business associate agreements and a transition period for compliance, new limits on the use and disclosure of health information for marketing and fundraising, enhanced individuals’ rights to obtain electronic copies of their medical records and restricted disclosure of certain information, new requirements for notices of privacy practices, modified restrictions on authorizations for the use of health information for research, and new changes to the HIPAA enforcement regulations. HHS has not yet released the final version of these rules, and, as a result, we cannot quantify the financial impact of compliance with these new regulations. We could, however, incur expenses associated with such compliance.

     The Company intends to comply fully with HIPAA and the applicable portions of the HITECH Act, when required. However, the Company cannot provide any assurances that the Company’s actions will not be reviewed or challenged by the authorities having responsibility for HIPAA enforcement. The Company further believes that HIPAA will likely be an area of increased government enforcement in the future. The Company expects that compliance with these standards will require significant commitment and action by the Company.

     Federal Trade Commission “Red Flags Rule”

     On November 9, 2007, the Federal Trade Commission (“FTC”) issued a final rule, known as the Red Flags Rule, that requires financial institutions and other businesses which maintain accounts that are used for primarily individual purposes and that permit multiple payments, to implement written identity theft prevention programs. The FTC may seek penalties of up to $3,500 per violation for certain violations of the Rule. In addition, states may enforce the Red Flags Rule on behalf of their citizens by either (i) seeking direct damages or (ii) penalties of up to $1,000 per independent violation, plus attorney’s fees. Finally, affected individuals may also file civil suits in which they may recover actual damages, plus attorney’s fees, for negligent violations, or actual damages of up to $1,000, plus attorney’s fees and punitive damages, for willful noncompliance.

     The Red Flag Program Clarification Act of 2010, signed on December 18, 2010, appears to exclude certain healthcare providers from the Red Flags Rule, but permits the FTC or relevant agencies to designate additional creditors subject to the Red Flags Rule through future rulemaking if the agencies determine that the person in question maintains accounts subject to foreseeable risk of identity theft. The Company intends to comply with the Red Flags Rule if required. However, the Company cannot provide any assurances that its operations and identity theft prevention programs will not be reviewed or challenged by the FTC or other governmental authorities with responsibility for enforcing the Red Flags Rule, or if challenged, that its operations and programs would be found to be compliant.

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     False and Other Improper Claims

     The U.S. government is authorized to impose criminal, civil and administrative penalties on any person or entity that files a false claim for payment from the Medicare or Medicaid programs. Claims filed with private insurers can also lead to criminal and civil penalties, including, but not limited to, penalties relating to violations of federal mail and wire fraud statutes. While the criminal statutes are generally reserved for instances of fraudulent intent, the U.S. government is applying its criminal, civil and administrative penalty statutes in an ever expanding range of circumstances. For example, the government has taken the position that a pattern of claiming reimbursement for unnecessary services violates these statutes if the claimant merely should have known the services were unnecessary, even if the government cannot demonstrate actual knowledge. The government has also taken the position that claiming payment for low quality services is a violation of these statutes if the claimant should have known that the care was substandard. In addition, some courts have held that a violation of the Stark law can result in liability under the federal False Claims Act. Additionally, under the Affordable Care Act, the False Claims Act is implicated by the knowing failure to report and return an overpayment within 60 days of identifying the overpayment or by the date a corresponding cost report is due, whichever is later, and the Affordable Care Act also specifically provides that submission of claims for services or items generated in violation of the Anti-Kickback Laws constitutes a false or fraudulent claim under the False Claims Act.

     Over the past several years, the U.S. government has accused an increasing number of healthcare providers of violating the federal False Claims Act. The False Claims Act prohibits a person from knowingly presenting, or causing to be presented, a false or fraudulent claim to the U.S. government. The statute defines “knowingly” to include not only actual knowledge of a claim’s falsity, but also reckless disregard for or intentional ignorance of the truth or falsity of a claim. Because our facilities perform hundreds of similar procedures a year for which they are paid by Medicare, and there is a relatively long statute of limitations, a billing error or cost reporting error could result in significant civil or criminal penalties. Under the “qui tam,” or whistleblower, provisions of the False Claims Act, private parties may bring actions on behalf of the U.S. government. These private parties, often referred to as relators, are entitled to share in any amounts recovered by the government through trial or settlement.

     Both direct enforcement activity by the government and whistleblower lawsuits have increased significantly in recent years and have increased the risk that a healthcare provider, such as the Hospital, will have to defend a false claims action, pay fines or be excluded from the Medicare and Medicaid programs as a result of an investigation resulting from a whistleblower case. Risk to our Facilities is further increased by the Affordable Care Act’s elimination of the requirement that a whistleblower be an original source of information, thereby easing barriers to filing of whistleblower suits. Although it is believed that our facilities’ operations materially comply with both federal and state laws, one of our facilities or the Company itself may nevertheless be the subject of a whistleblower lawsuit, or may otherwise be challenged or scrutinized by governmental authorities. A determination that the Company or one of our facilities violated these laws could have a material adverse effect on the Company.

     The Emergency Medical Treatment and Active Labor Act

     The Federal Emergency Medical Treatment and Active Labor Act (“EMTALA”) was adopted by the U.S. Congress in response to reports of a widespread hospital emergency room practice of “patient dumping.” At the time of the enactment, patient dumping was considered to have occurred when a hospital capable of providing the needed care sent a patient to another facility or simply turned the patient away based on such patient’s inability to pay for his or her care. The law imposes requirements upon physicians, hospitals and other facilities that provide emergency medical services. Such requirements pertain to what care must be provided to anyone who comes to such facilities seeking care before they may be transferred to another facility or otherwise denied care. The government broadly interprets the law to cover situations in which patients do not actually present to a hospital’s emergency department, but present to a hospital-based clinic that treats emergency medical conditions on an urgent basis or are transported in a hospital-owned ambulance, subject to certain exceptions. EMTALA does not generally apply to patients admitted for inpatient services. Sanctions for violations of this statute include termination of a hospital’s Medicare provider agreement, exclusion of a physician from participation in Medicare and Medicaid programs and civil monetary penalties. In addition, the law creates private civil remedies that enable an individual who suffers personal harm as a direct result of a violation of the law, and a medical facility that suffers a financial loss as a direct result of another participating hospital’s violation of the law, to sue the offending hospital for damages and equitable relief. Although we believe that our practices are in substantial compliance with the law, we cannot assure you that

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governmental officials responsible for enforcing the law will not assert from time to time that our facilities are in violation of this statute.

     Environmental Matters

     We are subject to various federal, state and local laws and regulations relating to environmental protection. The principal environmental requirements and concerns applicable to our operations relate to:

• the proper handling and disposal of hazardous and low level medical radioactive waste;

• ownership or historical use of underground and above-ground storage tanks;

• management of impacts from leaks of hydraulic fluid or oil associated with elevators, chiller units or incinerators;

• appropriate management of asbestos-containing materials present or likely to be present at some locations; and

• the potential acquisition of, or maintenance of air emission permits for, boilers or other equipment.

     We do not expect our compliance with environmental laws and regulations to have a material effect on us. We may also be subject to requirements related to the remediation of substances that have been released into the environment at properties owned or operated by us or at properties where substances were sent for off-site treatment or disposal. These remediation requirements may be imposed without regard to fault and whether or not we owned or operated the property at the time that the relevant releases or discharges occurred. Liability for environmental remediation can be substantial.

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MANAGEMENT

Executive Officers and Directors

     The table below presents information with respect to the members of Capella’s Board of Directors and executive officers and their ages as of March 31, 2011.

Name	Age		Position
Daniel S. Slipkovich		53	Chief Executive Officer and Director
D. Andrew Slusser		51	Senior Vice President of Acquisitions and Development
Denise W. Warren		49	Senior Vice President, Chief Financial Officer and Treasurer
Michael A. Wiechart		45	Senior Vice President and Chief Operating Officer
Erik Swensson, MD		57	Senior Vice President and Chief Medical Officer
Steven R. Brumfield		47	Vice President and Controller
J. Thomas Anderson		57	Vice-Chair and Co-Founder and Director
Joseph P. Nolan		46	Director
David S. Katz		45	Director
Robert Z. Hensley		53	Director

     Daniel S. Slipkovich has been the Chief Executive Officer and a director of Capella since May 2005. Mr. Slipkovich has managed hospitals in over 20 states through a career that has included investor relations, market strategies, physician recruitment and integration, clinical and operational management, joint venture structuring, information systems development, revenue cycle, HIPAA, ethics and compliance programs. From February 2004 until April 2005, Mr. Slipkovich served as the President and Chief Operating Officer of Province Healthcare, an operator of non-urban acute care hospitals, responsible for broad-based corporate activities as well as all hospital operations through three operating divisions with $900 million in revenue. Prior to that, Mr. Slipkovich worked for HCA and spin-off companies, HealthTrust Purchasing Group (“HealthTrust”) and LifePoint from 1983 to 2003. He previously served in hospital CFO positions and served in several Division Vice President positions and as Group Vice President for HCA in Florida responsible for hospital and ancillary operations with revenue of $5 billion. He was promoted to Senior Vice President for HCA corporate, where he was responsible for the divestiture of 24 hospitals in the spin-off of LifePoint. In addition, Mr. Slipkovich serves on the board of directors of the Federation of American Hospitals and, in 2009, was named to Modern Healthcare’s list of Top 100 Most Powerful People in Healthcare. Mr. Slipkovich is a certified public accountant. Mr. Slipkovich earned an Accounting degree from West Virginia University and attended graduate school at the University of Miami and Virginia Tech.

     D. Andrew Slusser has been the Senior Vice President of Acquisitions and Development of Capella since the formation of Capella in April 2005. From April 1999 to April 2005, Mr. Slusser was the Vice President of Acquisitions and Development for Province Healthcare, responsible for all activities to develop and complete the acquisition of hospitals, including market identification, proposal presentation, negotiation of terms and conditions, pro forma financial statements and management of due diligence. Prior to that, Mr. Slusser was a founding officer and the Senior Vice President and Chief Financial Officer of Arcon Healthcare Inc., a provider of comprehensive ambulatory care services. He has also held Chief Financial Officer positions with HealthTrust and HCA, the latter including Western Group Chief Financial Officer with responsibility for 45 U.S. hospitals, five European hospitals and 125 surgical centers across the United States. Mr. Slusser is a certified public accountant (inactive). Mr. Slusser earned a Bachelor of Business Administration in Accounting from the University of Texas.

     Denise W. Warren has been the Senior Vice President, Chief Financial Officer and Treasurer of Capella since October 2005 and has more than 25 years of financial experience. In 2011, Ms. Warren was named by Nashville Medical News as a “Woman to Watch.” In 2010, Ms. Warren was named as a “Woman of Influence in Tennessee” by the Nashville Business Journal. In 2009, Ms. Warren was named CFO of the Year for large private companies in Tennessee by the Nashville Business Journal. From 2001 to 2005, Ms. Warren served as a Senior Equity Analyst

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and former Research Director for Avondale Partners LLC (“Avondale”). Prior to her time at Avondale, from 2000 to 2001, Ms. Warren served as Senior Vice President and Chief Financial Officer for Gaylord Entertainment Company, a leading hospitality and entertainment organization (“Gaylord”). While at Gaylord, she was selected as Financial Executive of the Year by The Institute of Management Accountants. Prior to that, from 1996 to 2000, Ms. Warren worked in the New York office of Merrill Lynch & Co. as a Director and Senior Equity Analyst. Ms. Warren currently serves as a member of the Board of Governors of the Federation of American Hospitals, an investor-owned hospital industry group based in Washington, D.C. Ms. Warren earned a Bachelor of Science degree in Economics from Southern Methodist University where she graduated Phi Beta Kappa, summa cum laude. Ms. Warren also earned a Master of Business Administration from Harvard University.

     Michael A. Wiechart has been the Senior Vice President and Chief Operating Officer of Capella since May 2009. From February 2004 to May 2009, Mr. Wiechart served as a Group President and Division President of LifePoint. Prior to that, Mr. Wiechart served as a Division Chief Financial Officer of the LifePoint from May 1999 until February 2004. Prior to that time, Mr. Wiechart served as vice president/operations controller of Province Healthcare and in various financial positions with HCA. Mr. Wiechart earned a Bachelor of Science degree in Accounting from the University of Kentucky. Mr. Wiechart also earned a Lean Healthcare certification from the University of Tennessee at Knoxville.

     Erik Swensson, M.D. has been the Senior Vice President and Chief Medical Officer of Capella since January 2011. Dr. Swensson is a vascular and general surgeon that has been practicing medicine for over 25 years. Dr. Swensson has been on the medical staff of Willamette Valley Medical Center in McMinnville, Oregon since 1998. During this time, he served in a variety of leadership positions for the hospital as well as the community, including Chief of Staff in 2007. Dr. Swensson was the first president of Willamette Valley Cancer Foundation, a non-profit organization that provides support for low-income cancer patients, and continues to serve on the foundation’s board. Additionally, since the formation of our National Physician Leadership Group in 2010, Dr. Swenson has served as National Chair. Dr. Swensson earned his medical degree from Washington University in St. Louis, MO, in 1979 with honors. He then completed his general surgery internship and residency with Medical College of Virginia in Richmond, where he was selected as Chief Surgical Resident. Dr. Swensson also completed a vascular surgery fellowship at St. Louis University in 1985. He has earned board certification in general surgery and vascular surgery from the American Board of Surgery, as well as completed extensive education and training in wound care and hyperbaric oxygen therapy.

     Steven R. Brumfield has been the Vice President and Controller of Capella since August 2005. From December 2003 to April 2005, Mr. Brumfield was the Vice President and Controller for Province Healthcare, during which time he was responsible for SEC reporting, accounting and internal control structure, accounting due diligence and external audit coordination. Prior to that, Mr. Brumfield served as Director of Financial Audit for LifePoint from January 2002 until December 2003 and as Vice President and Controller of Netcare Health Systems, Inc. from 1996 until 2001. Mr. Brumfield also served from 1987 until 1996 with the Nashville office of Ernst & Young, LLP. Mr. Brumfield earned a Bachelor of Business Administration in Accounting from Austin Peay State University. Mr. Brumfield is a certified public accountant (inactive).

     J. Thomas Anderson has been the Vice-Chair and Co-Founder of Capella since September 2010 and served as our President and a director from May 2005 to September 2010. From 1998 until 2005, Mr. Anderson served as the Senior Vice President of Acquisitions and Development for Province Healthcare during which time he developed growth strategies, managed the development of Province Healthcare’s national market presence and closed transactions to acquire 18 hospitals representing $900 million in annual net revenue. Prior to that, from 1992 to 1998, Mr. Anderson served as Vice President and Group Director for CHS, where he was responsible for the operations of 14 facilities in six states as well as new business development for CHS including the assimilation of 17 facilities when CHS acquired Hallmark Health Systems, Inc., a community-based nonprofit hospital operator in northern Boston. Mr. Anderson was previously the Chief Executive Officer and Chief Financial Officer of several community hospitals, including the Chief Financial Officer/Associate Administrator for Baptist Medical Center in Montgomery, Alabama and the Chief Executive Officer at Harton Regional Medical Center in Tullahoma, Tennessee. Mr. Anderson is a certified public accountant and began his career with HCA in accounting and internal audit. Mr. Anderson earned a Bachelor of Science degree in Accounting from Tennessee Technological University and a Master of Business Administration from Auburn University at Montgomery.

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     Joseph P. Nolan has been a director of Capella since May 2005. Mr. Nolan joined GTCR in 1994 and became a principal in 1996. Mr. Nolan is currently a member of the firm’s investment committee. Mr. Nolan was previously on the board of Province Healthcare, and currently serves as a director of HealthSpring, Inc. and several private GTCR portfolio companies including APS Healthcare, a provider of disease management and behavioral services and Devicor Holdings, a manufacturer of medical devices. Mr. Nolan earned a Bachelor of Science degree in Accountancy from the University of Illinois where he graduated with high honors. Mr. Nolan earned a Master in Business Administration from the University of Chicago.

     David S. Katz has been a director of Capella since December 2006. Mr. Katz joined GTCR as a principal in 2006. Prior to joining GTCR, Mr. Katz served as a managing director of Frontenac Company, where he worked for 12 years. He also previously served as an associate of the Clipper Group and a consultant at the Boston Consulting Group. Mr. Katz also serves as a director of APS Healthcare, ATI Physical Therapy and Curo Health Services and previously served as a director of Gevity HR and numerous other privately held companies. Mr. Katz graduated cum laude with a Bachelor of Arts in political science from Yale University and earned a Masters in Business Administration from Harvard University’s, with distinction.

     Robert Z. Hensley has been a director of Capella since January 2009. From July 2002 to September 2003, Mr. Hensley was an audit partner at Ernst & Young, LLP in Nashville, Tennessee. Prior to that, he served as an audit partner at Arthur Andersen LLP in Nashville, Tennessee from 1990 to 2002, and was managing partner of the Nashville, Tennessee office of Arthur Andersen LLP from 1997 to July 2002. Mr. Hensley is the founder and an owner of two real estate and rental property development companies, each of which is located in Destin, Florida. He also serves on the board of directors of Advocat, Inc., a publically traded provider of long-term care services to nursing home patients and residents of assisted living facilities and Spheris Holding III, Inc. (a successor to Spheris, Inc.), formerly a provider of medical transcription technology and services. From 2006 to 2010, Mr. Hensley also served as a director of COMSYS IT Partners, Inc., an information technology services company and Spheris, Inc., a provider of medical transcription technology and services. Since 2008, Mr. Hensley has served as a senior advisor to the healthcare and transaction advisory services groups of Alvarez and Marsal, LLC, a professional services company. Mr. Hensley holds a M.A. in Accountancy and a Bachelor of Science in Accounting from the University of Tennessee. Mr. Hensley is a certified public accountant.

Board of Directors and Board Committees

     Capella’s Board of Directors consists of five members, two of whom are designated by GTCR, one of whom is designated by a majority of our investors, one of whom is Capella’s Chief Executive Officer and one of whom is the Vice-Chair and Co-Founder (who formerly was Capella’s President and by agreement continues to serve on the Board of Directors). The Board of Directors currently has two standing committees; the Audit Committee and the Compensation Committee. Each of the directors designated by GTCR has the right to serve on all standing committees of the Board of Directors.

	Audit		Compensation
Name of Director	Committee		Committee
J. Thomas Anderson		—		—
Robert Z. Hensley		X		X
David S. Katz		X		X
Joseph P. Nolan		X		X
Daniel S. Slipkovich(1)		—		—

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(1) Indicates management director.

Director Independence

     Though not formally considered by the Board of Directors because our common stock is not currently listed or traded on any national securities exchange, based upon the listing standards of the New York Stock Exchange (“NYSE”) and NASDAQ, we do not believe that any of our directors other than Mr. Hensley would be considered “independent” because of their relationships with us or GTCR, which holds significant interests in Holdings, which owns 100% of our outstanding stock. Accordingly, we do not believe that Messrs. Katz or Nolan, members of our Audit Committee and Compensation Committee, would meet the independence requirements of Rule 10A-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the NYSE’s independence requirements. We do not have a nominating/corporate governance committee, or a committee that serves a similar purpose.

Risk Oversight

     We maintain a comprehensive, company-wide Ethics & Compliance program to address healthcare regulatory and other compliance requirements. This Ethics & Compliance program includes, among other things, initial and periodic ethics and compliance training, a toll-free reporting hotline for employees and annual coding audits. The organizational structure of our Ethics & Compliance program includes oversight by the Board of Directors and a high-level Corporate Ethics & Compliance Committee (“CECC”). The Vice President of Ethics & Compliance reports jointly to the Chief Executive Officer and to the Board of Directors, serves as the Chief Compliance Officer and is charged with direct responsibility for the day-to-day oversight of our compliance program.

Code of Ethics

     We have a Code of Conduct which is applicable to all of our directors, officers and employees (the “Code of Conduct”). The Code of Conduct is available on the “Ethics and Compliance Program” page of our website at www.capellahealth.com.

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COMPENSATION DISCUSSION AND ANALYSIS

     Capella is a wholly-owned subsidiary of Holdings. The same individuals serve on both Holding’s board of directors and Capella’s Board of Directors. The compensation of Capella’s Named Executive Officers is overseen and administered by its Board of Directors and the Compensation Committee of the Board of Directors, which is comprised of three non-management directors. The Compensation Committee operates without a charter. Additionally, as a privately-owned company with a relatively small board of directors, the entire Board of Directors historically has been involved in most compensation decisions. For purposes of this discussion, the Named Executive Officers, or NEOs, are the individuals included in the Summary Compensation Table on page 103 of this prospectus.

     Our NEO compensation policies are designed to complement and contribute to the achievement of our business objectives. The Compensation Committee’s general philosophy is that NEO compensation should:

• attract, retain, motivate and reward individuals of the highest quality in the industry with the experience, skills and integrity necessary to promote our success;

• be competitive within our industry and community and responsive to the needs of our NEOs;

• provide incentive opportunities that will motivate NEOs to achieve our long-term objectives;

• link compensation paid to NEOs to corporate and individual performance; and

• comply with all applicable laws, and be appropriate in light of reasonable and sensible standards of good corporate governance.

Compensation Process

     During our fiscal year ended December 31, 2010, the Compensation Committee and the Board of Directors did not retain the services of any external compensation consultant. Generally, the Compensation Committee relies on Capella’s Chief Executive Officer, Mr. Slipkovich, as a member of the Board of Directors, to make compensation recommendations about the other NEOs for the Compensation Committee’s and the Board of Directors’ consideration and approval. Mr. Slipkovich does not make any recommendations regarding his own compensation, and any deliberations and decisions by the Board of Directors regarding compensation for Mr. Slipkovich take place without Mr. Slipkovich in attendance. Additionally, the Compensation Committee may delegate to the Chief Executive Officer the authority to make, within the framework of the Compensation Committee’s and the Board of Directors’ philosophy or objectives that it has adopted from time to time, compensation decisions with respect to our non-NEO employees.

Components of Executive Compensation

     In fiscal year 2010, the principal elements of the compensation for the NEOs were:

• Base salaries;

• Non-equity incentive compensation; and

• Benefits and perquisites.

Each of these elements is discussed in further detail below.

          Although not an element of compensation in 2010, the Compensation Committee and the Board of Directors may make discretionary bonuses to any or all of the NEOs outside of the non-equity incentive compensation plan. The Compensation Committee and the Board of Directors retain this flexibility because their evaluation of the performance of an NEO may lead them to determine that an NEO should receive additional

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compensation in a year regardless of whether the financial goal established under the non-equity incentive compensation plan is achieved.

     Additionally, equity incentive compensation awards historically have not been granted as an element of NEO compensation. The board of directors of Holdings has adopted the Capella Holdings, Inc. 2006 Stock Option Plan (the “2006 Stock Option Plan”), which permits the board of directors of Holdings to issue stock options to our directors, executive officers and other key personnel, subject to the terms and conditions set forth in the 2006 Stock Option Plan and in each option award. Holdings has never issued stock options under the 2006 Stock Option Plan. Additionally, although Holdings previously has granted restricted share awards to certain of our employees, no restricted share awards have been granted to the NEOs.

     Base Salaries

     The initial base salary of each NEO was established by each NEO’s employment agreement, see “Executive Compensation — Summary Compensation Table — Employment Agreements.” Under each employment agreement, the NEOs base salary can be increased by the Board of Directors from time to time. The purpose of the base salary is to provide each NEO with a set amount of cash compensation that is not variable in nature and that is generally competitive with market practices. The base salary is established based on the scope of the executive’s responsibilities.

     Base salaries of the NEOs are reviewed and adjusted by the Compensation Committee and the Board of Directors once per year based upon the recommendations of our Chief Executive Officer (except he makes no recommendation as to his own base salary). In turn, our Chief Executive Officer bases his recommendations upon his assessment of each NEO’s performance, our overall budgetary guidelines and market data. In addition to the annual salary review, based upon the recommendations of our Chief Executive Officer, the Compensation Committee and the Board of Directors may also adjust base salaries at other times during the year in connection with promotions, increased responsibilities or to maintain competitiveness in the market.

     Non-Equity Incentive Compensation

     Certain of our corporate-level employees, including the NEOs, are eligible for a cash incentive bonus under our non-equity incentive compensation plan. Non-equity incentive compensation is intended to motivate the NEOs to achieve pre-determined financial or other goals appropriate to each NEO’s area of responsibility set by our Chief Executive Officer, consistent with our overall business strategies. When determining the amount of non-equity incentive compensation to be paid to each NEO, the Compensation Committee and the Board of Directors reviews and considers the following information:

• evaluations of each of the NEOs, as well as feedback from the Board of Directors, regarding each NEO’s performance;

• the Chief Executive Officer’s review and evaluation of each of the other NEOs, addressing individual performance and the results of operations of the business areas and departments for which such executive had responsibility;

• the financial performance of the Company, including achieving EBITDA goals established by the Chief Executive Officer and presented to and approved by the Board of Directors; and

• total proposed compensation, as well as each element of proposed compensation, taking into account the recommendations of the Chief Executive Officer.

     For 2010, the Board of Directors, based on the recommendation of the Chief Executive Officer, determined a potential cash incentive bonus amount for each of our eligible employees based on a specific percentage of each eligible employee’s base salary. For 2010, each of Messrs. Slipkovich, Slusser and Anderson was eligible to earn a potential cash incentive bonus of 100% of his base salary, and each of Messrs. Wiechart and Wall and Ms. Warren was eligible to earn a potential cash incentive bonus of 75% of his or her base salary. Under the non-equity incentive compensation plan, each eligible employee can earn up to 100% of his or her pre-established cash incentive bonus

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amount if certain performance goals are achieved. For 2010, Capella’s Chief Executive Officer established an Adjusted EBITDA target of $102.2 under the plan (the “2010 Target”), which target was presented to and approved by the Board of Directors. The Board of Directors determined that, if Capella’s Adjusted EBITDA for 2010 exceeded the 2010 Target, the amount of any such excess earnings could be distributed, in the discretion of the Board of Directors, pro rata as a cash incentive bonus to each of the eligible employees, up to the aggregate amount of the entire cash incentive bonus pool. Under the non-equity incentive compensation plan, cash incentive bonuses that are earned for achievement of pre-established performance goals are generally paid in the first four months of the year following the year during which such goals were achieved.

     In 2010, Capella’s Adjusted EBITDA was $95.7 million. Because this amount was less than the 2010 Target, none of our eligible employees, including the NEOs, received cash incentive bonuses under the non-equity incentive compensation plan.

     Benefits and Perquisites

     The NEOs generally receive only those benefits and perquisites available to all of our employees. The NEOs are eligible to participate in Capella’s 401(k) plan and other employee recognition programs on the same basis as other employees. The 401(k) plan allows eligible employees to contribute up to 95% of annual compensation, subject to applicable limits imposed by the Internal Revenue Code of 1986, as amended (the “Code”). Pursuant to the terms of the 401(k) plan, we can make a discretionary matching contribution and/or a discretionary supplemental contribution on behalf of each eligible employee. Capella offers all employees group life and disability insurance.

     Additionally, certain members of management, including the NEOs, are eligible to participate in our non-qualified deferred compensation plan (the “Deferred Compensation Plan”). Pursuant to the Deferred Compensation Plan, the NEOs and other participants in the Deferred Compensation Plan may defer up to 100% of their annual base compensation and up to 100% of any annual cash bonus. In the discretion of the Board of Directors, the Company may make additional contributions to be credited to the account of any or all participants in the Deferred Compensation Plan. Any such discretionary contributions become vested based on a participant’s years of service according to the following schedule: less than 1 year, 0%; 1 year, 20%; 2 years, 40%; 3 years, 60%; 4 years, 80%; 5 years or more, 100%.

Impact of Tax and Accounting Rules

     The forms of the NEO compensation are largely dictated by our capital structure and have not been designed to achieve any particular accounting treatment. We take tax considerations into account, both to avoid tax disadvantages and to obtain tax advantages, where reasonably possible, consistent with our compensation goals (tax advantages for our executives benefit us by reducing the overall compensation we must pay to provide the same after-tax income to our executives). The severance arrangements are generally designed to avoid the application of “parachute” excise taxes under Section 280G of the Code by reducing the amount of severance payments and benefits to the degree necessary to avoid such excise taxes. Similarly Capella has taken steps to structure and implement our executive compensation program in compliance with Section 409A of the Code.

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EXECUTIVE COMPENSATION

Summary Compensation Table

     The following table sets forth certain information concerning compensation paid or accrued by us and our subsidiaries for each of the last three years with respect to Capella’s Chief Executive Officer, Chief Financial Officer, three other most highly compensated executive officers and Capella’s Vice Chairman who served as President until September 2010 (collectively, the “Named Executive Officers” or “NEOs”):

							Non-Equity
							Incentive Plan		All Other
Name and Principal							Compensation		Compensation
Position	Year		Salary		Bonus (4)		(5)		(6)		Total
Daniel S. Slipkovich		2010	$	450,000	$	—	$	—	$	3,333	$	453,333
Chief Executive Officer		2009		450,000		—		450,000		3,822		903,822
		2008		433,335		—		—		1,622		434,957
Denise W. Warren		2010	$	358,750	$	—	$	—	$	2,901	$	361,651
Senior Vice President,		2009		350,000		—		262,500		3,390		615,890
Chief Financial Officer and Treasurer		2008		344,167		—		—		1,622		345,789
D. Andrew Slusser		2010	$	292,125	$	—	$	—	$	3,333	$	295,458
Senior Vice President of		2009		285,000		—		285,000		3,822		573,822
Acquisitions and Development		2008		281,250		—		—		1,622		282,872
Howard T. Wall (1)		2010	$	312,625	$	—	$	—	$	3,333	$	315,958
Former Senior Vice		2009		285,000		—		228,750		3,822		517,572
President, General Counsel and Secretary		2008		281,250		—		—		1,622		282,872
Michael A. Wiechart (2)		2010	$	384,375	$	—	$	—	$	2,901	$	387,276
Senior Vice President		2009		226,190		—		169,643		1,560		397,393
and Chief Operating Officer		2008		—		—		—		—		—
J. Thomas Anderson (3)		2010	$	399,996	$	—	$	—	$	4,413	$	404,409
Vice Chairman		2009		399,996		—		399,996		4,902		804,894
		2008		391,665		—		—		1,622		393,287

(1)	Mr. Wall resigned as our Senior Vice President, General Counsel and Secretary effective June 10, 2011.
(2)	Mr. Wiechart joined the Company in 2009 as our Senior Vice President and Chief Operating Officer.
(3)	Reflects compensation paid to Mr. Anderson in his capacity as our President. In September 2010, Mr. Anderson resigned as President and currently serves as Vice Chairman of the Board of Directors.
(4)	Reflects discretionary bonuses awarded by the Compensation Committee and the Board of Directors. No such bonuses were awarded for 2008, 2009 or 2010.
(5)	Reflects cash awards earned under our non-equity incentive compensation plan.
(6)	Details of the amounts included in “All Other Compensation” for 2010 are as follows:

			Long-Term
	Group Term Life		Disability		Total
Daniel S. Slipkovich	$	1,242	$	2,091	$	3,333
Denise W. Warren		810		2,091		2,901
D. Andrew Slusser		1,242		2,091		3,333
Howard T. Wall		1,242		2,091		3,333
Michael A. Wiechart		810		2,091		2,901
J. Thomas Anderson		2,322		2,091		4,413

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     Employment Agreements with the NEOs

     Capella has entered into an employment agreement with each of the NEOs. Each of the employment agreements has substantially similar terms. The employment agreements establish the initial base salary of each NEO. The base salaries of the NEOs are reviewed and adjusted by the Compensation Committee and the Board of Directors once per year. In addition to the annual salary review, based upon the recommendations of the Chief Executive Officer, the Compensation Committee and the Board of Directors may also adjust base salaries at other times during the year in connection with promotions, increased responsibilities or to maintain competitiveness in the market. Additionally, the employment agreements establish the cash incentive bonus potential of each NEO under the non-equity compensation plan as a percentage of base salary. Each of Messrs. Slipkovich, Slusser and Anderson are eligible to earn a potential cash incentive bonus under the non-equity compensation plan of 100% of his base salary, and each of Messrs. Wiechart and Wall and Ms. Warren was eligible to earn a potential cash incentive bonus under the non-equity compensation plan of 75% of his or her base salary

     Under the terms of each employment agreement, except with respect to Mr. Anderson’s employment agreement discussed below, the NEO and Capella may terminate the employment agreement at any time with or without cause. Under certain circumstances, an NEO may receive severance payments. See the section below entitled “— Potential Termination and Change-in-Control Payments.” Each NEO has agreed that during employment and for a certain period thereafter, such NEO may not directly or indirectly, anywhere in the United States, own, manage, control, participate in, consult with, render services for, or in any manner engage in any competing business with our businesses. Each of Messrs. Slipkovich and Slusser and Ms. Warren agreed that such restriction shall continue for a one year period after the end of his or her respective employment for any reason. Mr. Wiechart agreed that, if he voluntarily terminates his employment without good reason or is terminated for cause, he is subject to such restriction for two years following the end of his employment. If Mr. Wiechart’s employment is terminated for any other reason, the restriction lasts for one year following the end of his employment.

     In September 2010, Mr. Anderson executed an amendment to his employment agreement in connection with his transition from Capella’s President to Vice-Chair and Co-Founder. Mr. Anderson’s employment term will end on September 1, 2013 unless sooner terminated in accordance with his amended employment agreement. Beginning in September 2011, Mr. Anderson’s annual base salary will be reduced to $100,000 annually. However, during his employment term, Mr. Anderson is eligible to earn an acquisition bonus of between 0% and 0.5% of the purchase or acquisition price of any transaction closed and consummated by Holdings, Capella or one of its subsidiaries. The amount of such bonus is subject to the discretion of the board of directors of Holdings, which will give consideration to factors such as input from the Chief Executive Officer and the amount of Mr. Anderson’s involvement in the such acquisition transaction. Additionally, Mr. Anderson’s amended employment agreement provides that during the employment term and for the period during which Mr. Anderson is receiving payments under his employment agreement, and for one year thereafter, Mr. Anderson may not directly or indirectly, anywhere in the United States, own, manage, control, participate in, consult with, render services for, or in any manner engage in any competing business with our businesses.

Grant of Plan Based Awards at December 31, 2010

     The following table provides information about non-equity incentive plan awards granted to the NEOs in 2010:

	Estimated Future Payouts Under Non-Equity Incentive
	Plan Awards (1)
Name	Threshold		Target		Maximum
Daniel S. Slipkovich		—	$	450,000	$	450,000
Denise W. Warren		—		269,063		269,063
D. Andrew Slusser		—		292,125		292,125
Howard T. Wall		—		234,469		234,469
Michael A. Wiechart		—		288,281		288,281
J. Thomas Anderson		—		399,996		399,996

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(1) Reflects cash bonus awards granted under our non-equity incentive compensation plan where receipt is contingent upon the achievement of a performance goal. The applicable performance goal was not achieved for 2010; therefore, no payments were made to the NEOs under the non-equity incentive compensation plan. For more information about our non-equity incentive compensation plan, please refer to the section above entitled “Compensation Discussion and Analysis — Components of Executive Compensation — Non-Equity Incentive Compensation.”

Potential Termination and Change-in-Control Payments

     Capella has entered into employment agreements with each of the NEOs. We believe that post-termination severance payments allow NEOs to receive value in the event of certain terminations of employment that were beyond their control. The protections afforded by post-termination severance payments allow management to focus its attention and energy on making the best objective business decisions that are in our interest without allowing personal considerations to cloud the decision-making process.

     The employment agreements contain certain severance arrangements that provide for severance payments in the following circumstances:

• Messrs. Slipkovich, Slusser or Anderson are terminated without Cause or as a result of a Disability or death or they resign for Good Reason, then they are entitled to receive their annual base salary for one year, and, with respect to Messrs. Slipkovich and Slusser, are entitled to cause Holdings to purchase of portion of their shares of Holdings common stock at fair market value as of the date such right is exercised;

• Ms. Warren is terminated without Cause or as a result of Disability or death, she is entitled to receive her annual base salary for one year; and

• Mr. Wiechart is terminated without Cause or as a result of Disability or death or he resigns for Good Reason, he is entitled to receive his annual base salary for two years.

     “Cause” is defined in each NEO’s employment agreement to mean (i) the commission of, or entry of a plea of guilty or nolo contendere, to a felony or a crime involving moral turpitude or any act or any other act or omission involving dishonesty or fraud with respect to Holdings, Capella or any of their respective subsidiaries or any of their customers or suppliers or stockholders, (ii) reporting to work repeatedly under the influence of alcohol or reporting to work under the influence of illegal drugs, the use of illegal drugs (whether or not at the workplace) or other repeated conduct causing Holdings, Capella or any of their respective subsidiaries substantial public disgrace or disrepute or substantial economic harm which, if curable, is not cured within 15 days following written notice thereof to the NEO, (iii) substantial and repeated failure to perform duties of the office held by the NEO as reasonably directed by the Board of Directors which is not cured within 15 days following written notice thereof to the NEO, (iv) a breach of the NEO’s duty of loyalty to Holdings, Capella or any of their respective subsidiaries or affiliates or any act of fraud or material dishonesty with respect to Holdings, Capella or any of their respective subsidiaries or (v) any material breach of the employment agreement or any other agreement between the NEO and Holdings, Capella or any of their respective affiliates which is not cured within 15 days after written notice thereof to the NEO.

     “Disability” is defined in each NEO employment agreement to mean the disability of an NEO caused by any physical or mental injury, illness or incapacity as a result of which the NEO is unable to effectively perform the essential functions of the NEO’s duties as determined by the Board of Directors in good faith.

     “Good Reason” is defined in each NEO’s employment agreement to mean (a) any decision by the Board of Directors which results in the primary business of Holdings being a business other than acquiring or operating acute-care hospitals, (b) substantial detrimental change in the positions or responsibilities of the NEO without the consent of the NEO, (c) where the NEO’s benefits under the employee benefit or health or welfare plan or programs of Holdings are in the aggregate materially decreased, excluding reductions because of benefit plan changes applicable to employees generally, (d) the failure by Holdings to pay the NEO’s base salary or to provide for the NEO’s annual bonus if and when due, (e) the relocation of the NEO’s primary place of employment to a location which is more than 100 miles from the city limits of Nashville, Tennessee; provided, however, that any of the foregoing (a) through (e) may be cured or remedied by Holdings within 30 days after receiving notice thereof from the NEO.

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     The employment agreements do not provide any of the NEOs with cash severance upon a Sale of the Company, but any unvested common stock in Holdings acquired by an NEO in accordance with his or her employment agreement may become automatically vested, unless the Sale of the Company is a result of a Public Offering. A portion of common stock purchased by Messrs. Slipkovich and Anderson pursuant to their respective employment agreements remains unvested until immediately prior to a Sale of the Company or an initial Public Offering that would result in appreciation of the value of the unvested shares.

     “Public Offering” is defined in each NEO’s employment agreement to mean the sale in an underwritten public offering registered under the Securities Act of equity securities of Holdings or a corporate successor to Holdings.

     “Sale of the Company” is defined in each NEO’s employment agreement to mean any transaction or series of transactions pursuant to which any person or group of related persons other than GTCR in the aggregate acquire(s) (i) equity securities of Holdings possessing the voting power (other than voting rights accruing only in the event of a default, breach or event of noncompliance) to elect a majority of the board of directors of Holdings (whether by merger, consolidation, reorganization, combination, sale or transfer of Holding’s equity, stockholder or voting agreement, proxy, power of attorney or otherwise) or (ii) all or substantially all of Holding’s assets determined on a consolidated basis; provided that a Public Offering shall not constitute a Sale of the Company.

     The amount of compensation payable to each NEO entitled to benefits if any such event had occurred on December 31, 2010 is listed in the tables below:

     Daniel S. Slipkovich

	Involuntary
Executive Benefits and	Termination			Resignation for			Change in			Death or
Payments upon Termination	without Cause			Good Reason			Control			Disability
Cash Payments	$	450,000		$	450,000			—		$	450,000
Accelerated Vesting of Unvested Restricted Stock		—			—		$	3,051,574	(2)		—
Put Right		2,703,784	(1)		2,703,784	(1)		—			—

(1)

Reflects the right to require Holdings to purchase (i) 299,171 shares of Holdings common stock based on a per share price of $3.80 per share, which was determined to be the fair market value of Holdings common stock as of December 31, 2011 by an third-party appraiser, and (ii) 1,566.934 shares of Holdings preferred stock at $1,000 per share. In May 2005, Mr. Slipkovich originally purchased the shares of common stock for fair market value and 1,172.749 share of preferred stock for $1,000 per share.

(2)

Reflects the accelerated vesting of 789,888 shares of Holdings common stock that remain unvested until certain terms are met upon a Sale of the Company or an initial Public Offering. The amount of compensation reflected in this column is based on a per share price of $3.80, which was determined to be the fair market value of Holdings common stock as of December 31, 2011 by an third-party appraiser. Mr. Slipkovich originally purchased these shares for fair market value in May 2005.

Denise W. Warren

	Involuntary
Executive Benefits and	Termination		Resignation for		Change in		Death or
Payments upon Termination	without Cause		Good Reason		Control		Disability
Cash Payments	$	358,750		—		—	$	358,750
Accelerated Vesting of Unvested Restricted Stock		—		—		—		—

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     D. Andrew Slusser

	Involuntary
Executive Benefits and	Termination			Resignation for			Change in		Death or
Payments upon Termination	without Cause			Good Reason			Control		Disability
Cash Payments	$	292,125		$	292,125			—	$	292,125
Accelerated Vesting of Unvested Restricted Stock		—			—			—		—
Put Right		26,058	(1)		26,058	(1)		—		—

(1) Reflects the right to require Holdings to purchase (i) 2,883 shares of Holdings common stock based on a per share price of $3.80, which was determined to be the fair market value of Holdings common stock as of December 31, 2010 by an third-party appraiser, and (ii) 15.102 shares of Holdings preferred stock at $1,000 per share. In May 2005, Mr. Slusser originally purchased the shares of common stock for fair market value and 11.302 shares of preferred stock for $1,000 per share.

     Michael A. Wiechart

	Involuntary
Executive Benefits and	Termination		Resignation for		Change in			Death or
Payments upon Termination	without Cause		Good Reason		Control			Disability
Cash Payments	$	768,750	$	768,750		—		$	768,750
Accelerated Vesting of Unvested Restricted Stock		—		—	$	1,824,000	(1)		—

(1) Reflects the accelerated vesting of 480,000 shares of Holdings common stock that remain unvested until certain terms are met upon a Sale of the Company, except in the case of an initial Public Offering. The amount of compensation reflected in this column is based on a per share price of $3.80, which was determined to be the fair market value of Holdings common stock as of December 31, 2010 by an third-party appraiser. Mr. Wiechart originally purchased these shares for fair market value in May 2009.

     J. Thomas Anderson

	Involuntary
Executive Benefits and	Termination		Resignation for		Change in			Death or
Payments upon Termination	without Cause		Good Reason		Control			Disability
Cash Payments	$	399,996	$	399,996		—		$	399,996
Accelerated Vesting of Unvested Restricted Stock		—		—	$	1,800,964	(1)		—

(1) Reflects the accelerated vesting of 473,938 shares of Holdings common stock that remain unvested until certain terms are met upon a Sale of the Company or an initial Public Offering. The amount of compensation reflected in this column is based on a per share price of $3.80, which was determined to be the fair market value of Holdings common stock as of December 31, 2010 by an third-party appraiser. Mr. Anderson originally purchased these shares for fair market value in May 2005.

     Potential payments upon termination or change in control for Mr. Wall are not reflected in this section. Mr. Wall resigned as our Senior Vice President, General Counsel and Secretary effective June 10, 2011. Please refer to the section below entitled “Certain Relationships and Related Transactions — Departure Terms.”

Director Compensation

     During the year ended December 31, 2010, none of our directors received compensation for their service as a member of the Board, except for Robert Hensley who received total compensation of $43,375, which consisted of annual cash compensation of $35,000 and a grant of 2,500 shares of Holding’s common stock with an aggregate grant date fair value of $8,375. Our directors are reimbursed for reasonable expenses incurred in connection with their service.

Compensation Committee Interlocks and Insider Participation

     Messrs. Hensley, Katz and Nolan served as members of our Compensation Committee throughout 2010. Although Messrs. Hensley, Katz and Nolan serve on the board of Holdings, none of them has at any time been an

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officer or employee of Capella, Holdings or any of their subsidiaries. Additionally, none of our executive officers has served as a member of another entity’s compensation committee, one of whose executive officers served on our Compensation Committee or was one of our directors. Members of our Compensation Committee have certain relationships with Capella and Holdings, as described in the section below entitled “Certain Relationships and Related Transactions.”

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     In accordance with its charter, the Audit Committee reviews and approves all material related party transactions. Prior to its approval of any material related party transaction, the Audit Committee will discuss the proposed transaction with management and our independent auditor. In addition, our Code of Conduct requires that all of our employees, including our executive officers, remain free of conflicts of interest in the performance of their responsibilities to the Company. An executive officer who wishes to enter into a transaction in which his or her interests may conflict with ours must first receive the approval of the Audit Committee.

Stock Purchase Agreement

     In accordance with a Stock Purchase Agreement, dated May 4, 2005, as amended by Supplement No. 1 to the Stock Purchase Agreement, dated April, 2007 and Amendment and Supplement No. 2 to the Stock Purchase Agreement, dated February 29, 2008 (collectively, the “Purchase Agreement”), Holdings authorized the issuance and sale to GTCR of 196,000.000 shares of Holdings Cumulative Redeemable Preferred Stock and 50,000,000 shares of Holdings common stock. At the initial closing, GTCR purchased 25,000,000 shares of Holdings common stock at a price of $0.08 per share for gross proceeds of $2,000,000. At such time, GTCR intended to provide up to $198,000,000 in equity financing to Holdings as the equity portion of the debt and equity financing necessary to fund the acquisition of acute care hospitals, in each case as approved by the Holdings Board of Directors and GTCR. Such additional equity financing would be provided through the purchase by GTCR of up to 25,000,000 shares of Holdings common stock at $0.08 per share and 196,000.000 shares of Holdings preferred stock at $1,000 per share (each such purchase, a “Subsequent Closing”). As of March 31, 2011, 50,000,000 shares of Holdings common stock and 205,541.741 shares of Holdings preferred stock have been purchased by GTCR in Subsequent Closings. This agreement called for the execution of employment agreements with senior management (see “Executive Compensation-Summary Compensation Table—Employment Agreements”), a Stockholders Agreement, a Registration Rights Agreement and a Professional Services Agreement. Pursuant to the Purchase Agreement, Holdings may not, among other things, without the prior written consent of the majority holders, pay any dividends or make distributions, make or permit any subsidiaries, including Capella, to make any loans or advances, or merge or consolidate with any person. Under the Purchase Agreement, Holdings agreed to pay certain expenses of GTCR, including fees and expenses incurred with respect to any amendments or waivers and stamp and other taxes in connection with the Purchase Agreement.

Stockholders Agreement

     The Stockholders Agreement includes various provisions such as restrictions with respect to the designation of the board of directors of Holdings, sale of the stock, tag-along rights and rights of first refusal. Certain of the transfer restrictions expired on May 4, 2010. The tag-along rights allow all stockholders to participate in any potential sale of Holders stock by GTCR. The right of first refusal gives Holdings a right of first refusal on the same terms as a proposed transfer until the earliest of a public offering, the time of a public sale by a stockholder, the consummation of an approved sale, or the date on which such stock has been transferred under the right of first refusal. If the board of directors of Holdings and the holders of a majority of the Holdings common stock held by GTCR and its affiliates (the “Investor Majority”) approve a sale of Holdings, each holder of shares shall vote for the sale. If the sale is a (i) merger or consolidation, each holder waives all dissenter’s rights and appraisal rights, (ii) a sale of stock, each holder of shares shall agree to sell all of his shares or rights to acquire shares on the terms and conditions approved by the Holdings Board and the Investor Majority or (iii) sale of assets, each holder of shares shall vote such holder’s shares to approve such sale.

Registration Rights Agreement

     In connection with the Purchase Agreement with GTCR, we entered into the Registration Rights Agreement, dated May 4, 2005. At any time, GTCR may request registration under the Securities Act of all or any portion of its registrable securities of Holdings. GTCR may request an unlimited number of both short-form and long-form registrations. Holdings must give prompt written notice of its intent to register any securities in order to allow for piggy-back registration rights of the holders of registrable securities. Whenever the holders of registrable securities have requested that any registrable securities be registered pursuant to the Registration Rights Agreement, Holdings

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must use its best efforts to effect the registration and the sale of such registrable securities in accordance with the intended method of disposition.

Professional Services Agreement

     In connection with the Purchase Agreement, Capella and GTCR Golder Rauner II, L.L.C. entered into a Professional Services Agreement, dated May 4, 2005, as amended by that Amendment No. 1 to Professional Services Agreement, dated November 30, 2005, in order to provide financial and management consulting services to the Company. GTCR Golder Rauner II, L.L.C. agreed to consult on matters including, but not limited to, corporate strategy, budgeting of future corporate investments, acquisition and divestiture strategies and debt and equity financings in exchange for an annual fee of $100,000, which has been subsequently increased to $150,000 per the terms of the Professional Service Agreement. The Professional Services Agreement also provides that at the time of any debt financing prior to our initial public offering, Capella shall pay to GTCR Golder Rauner II, L.L.C. a placement fee in an amount mutually determined between us and GTCR Golder Rauner II, L.L.C., or its affiliate, provided that such placement fee shall not exceed one percent of the gross amount of such debt financing. The agreement will continue until GTCR and its affiliates no longer own at least 10% of the Holdings common stock and Holdings preferred stock issued under the Purchase Agreement. The Professional Services Agreement also calls for GTCR to be reimbursed by Capella for certain out of pocket expenses incurred in connection with the rendering of various services under this agreement.

Redemption of Preferred Stock

     In September 2010, Mr. Anderson’s employment agreement was amended in connection with his transition from Capella’s President to Vice-Chair and Co-Founder. In connection with this amendment, Holdings redeemed from Mr. Anderson 954.31 shares of Holdings preferred stock for $954,310. Mr. Anderson had previously purchased 732.291 shares of preferred stock from Holdings for $1,000 per share and received an additional 222.019 shares of Holdings preferred stock as payment-in-kind interest on the Holding preferred stock. The shares redeemed represented all of the outstanding shares of Holdings preferred stock owned by Mr. Anderson.

Repayment of Indebtedness to Holdings

     In connection with their employment with Capella, certain executive officers of Capella previously acquired shares of Holdings common stock by issuing promissory notes to Holdings as payment for such shares. Below is a discussion of the promissory notes issued by the executive officers, each of which, excluding Ms. Warren, was outstanding in 2010 and subsequently repaid in 2011 as described below.

     Mr. Anderson

     In February 2008, Mr. Anderson issued a promissory note to Holdings in the principal amount of $137,915 as payment for 137.915 shares of Holdings preferred stock issued by Holdings. In September 2010, in connection with an amendment to Mr. Anderson’s employment agreement with Holdings and Capella, the interest rate payable under the promissory note was amended to be the prime rate as of September 1, 2010 plus one percent per annum. Effective May 31, 2011, in consideration of a reduction of the full amount owed under such promissory note, Holdings redeemed 41,754 shares of Holding common stock owned by Mr. Anderson, which shares had a fair market value equal to the outstanding balance under the promissory note as of such date. Immediately prior to repayment of the promissory note, the aggregate outstanding balance under the promissory note was $158,664.50, of which $137,915 was outstanding principal. In addition, Holdings redeemed 7,032 shares of Holdings common stock from Mr. Anderson for cash in the amount of $26,721.60 to assist Mr. Anderson in the payment of taxes with respect to the redeemed shares.

     Mr. Brumfield

     In February 2006, pursuant to the terms of his employment agreement, Mr. Brumfield issued a promissory note to Holdings in the principal amount of $157,975 as payment for 315,950 shares of Holdings common stock issued by Holdings. The interest rate payable under the promissory note was equal to the prime rate as of February 17, 2006 plus one percent per annum. Effective May 31, 2011, in consideration of a reduction of the full amount owed under such promissory note, Holdings redeemed 56,429 shares of Holdings common stock owned by Mr. Brumfield,

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which shares had a fair market value equal to the outstanding balance under the promissory note as of such date. Immediately prior to repayment of the promissory note, the aggregate outstanding balance under the promissory note was $214,428.02, of which $157,975 was outstanding principal. In addition, Holdings redeemed 8,308 shares of Holdings common stock from Mr. Brumfield for cash in the amount of $31,570.40 to assist Mr. Brumfield in the payment of taxes with respect to the redeemed shares.

     Mr. Wall

     In November 2005, pursuant to the terms of his employment agreement, Mr. Wall paid cash and issued a promissory note to Holdings in the principal amount of $136,965 as payment for 473,930 shares of Holdings common stock issued by Holdings. The interest rate payable under the promissory note was equal to the prime rate as of November 7, 2005 plus one percent per annum. In May 2006, pursuant to the terms of an amendment to his employment agreement, Mr. Wall issued an additional promissory note to Holdings in the initial principal amount of $78,975 as payment for 157,950 shares of Holdings common stock issued by Holdings. The interest rate payable under the additional promissory note was equal to the prime rate as of May 12, 2006 plus one percent per annum. On June 10, 2011, in connection with his resignation as Senior Vice President, General Counsel and Secretary of Capella, Holdings redeemed 77,897 shares of Holdings common stock owned by Mr. Wall in consideration of a reduction of the full amount owed under both promissory notes, which shares had a fair market value equal to the aggregate outstanding balance under the promissory notes. Immediately prior to repayment of the promissory notes, the aggregate outstanding balance under the promissory notes was approximately $296,010, of which $215,940 was outstanding principal. For additional information, please refer to the section below entitled “— Departure Terms.”

     Ms. Warren

     In October 2005, pursuant to the terms of her employment agreement, Ms. Warren issued a promissory note to Holdings in the principal amount of $394,948 as payment for 789,896 shares of Holdings common stock issued by Holdings. In July 2008, Ms. Warren repaid her promissory note to Holdings by obtaining third-party financing. Effective May 31, 2011, Holdings redeemed 148,599 shares of Holdings common stock from Ms. Warren for cash in the amount of $564,676.20, which represented the fair market value of such shares as of such date and was equal to the principal amount of the promissory note issued to Holdings plus interest paid on the Holdings and third-party notes since inception plus an amount necessary to assist Ms. Warren in the payment of taxes with respect to the redeemed shares. Ms. Warren intends to use the proceeds of the redemption to repay a portion of the outstanding balance under the third-party promissory note.

Departure Terms

     Effective June 10, 2011, Mr. Wall resigned as Capella’s Senior Vice President, General Counsel and Secretary pursuant to a letter agreement confirming the terms of his departure. Among other terms, the letter agreement provided for a mutual release between Mr. Wall and Capella, effected the repayment of Mr. Wall’s outstanding promissory notes to Holdings (see “ — Repayment of Indebtedness to Holdings — Mr. Wall” above) and established the formula for the applicable per-share purchase price in the event that Holdings exercises its right to repurchase shares of Holdings common stock acquired by Mr. Wall in connection with his employment agreement.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     All of Capella’s capital stock is owned by our parent company, Holdings. The table below presents information with respect to the beneficial ownership of Holdings common stock and Holdings preferred stock as of March 31, 2011 by (a) any person or group who beneficially owns more than five percent of Holdings common stock or Holdings preferred stock, (b) each of Capella’s directors and Named Executive Officers and (c) all directors and executive officers of Capella as a group. The percentages provided in the table are based on 62,430,215 shares of Holdings common stock and 280,228.235 shares of Holdings preferred stock outstanding as of March 31, 2011.

				Percentage of						Percentage of
	Shares of Common			Common Stock			Shares of Preferred			Preferred Stock
	Stock Beneficially			Beneficially			Stock Beneficially			Beneficially
Name of Beneficial Holder(1)	Owned(5)			Owned			Owned(5)			Owned
GTCR(2)		50,000,000	(6)		80.1	%		278,616.794	(11)		99.4	%
Daniel S. Slipkovich		4,880,522	(7)		7.8			1,596.059			*
Denise W. Warren		947,846	(8)		1.5			—			—
D. Andrew Slusser		1,108,721			1.8			15.382			*
Howard T. Wall(3)		631,880	(9)		1.0			—			—
Michael A. Wiechart		600,000			*			—			—
J. Thomas Anderson		3,820,297	(10)		6.1			—			—
Joseph P. Nolan		—			—			—			—
David S. Katz		—			—			—			—
Robert Z. Hensley		12,500			*			—			—
All directors and executive officers as a group (11 persons)(4)		12,310,216			19.7			1,611.441			*

*	Less than one percent.
(1)	Each owner has agreed to vote their shares in accordance with the Stockholders Agreement. See “Certain Relationships and Related Transactions — Stockholders Agreement.”
(2)	The address of GTCR and Messrs. Nolan and Katz is 300 N. LaSalle Street, Suite 5600, Chicago, Illinois 60654.
(3)	Mr. Wall resigned as Capella’s Senior Vice President, General Counsel and Secretary effective June 10, 2011.
(4)	Includes 64,737 shares that were subsequently redeemed by Holdings effective May 31, 2011. See “Certain Relationships and Related Transactions — Repayment of Indebtedness to Holdings — Mr. Brumfield.”
(5)	Beneficial ownership includes voting or investment power with respect to securities and includes shares that an individual has a right to acquire within 60 days after March 31, 2011.
(6)	Includes 42,342,800, 7,431,200 and 226,000 shares owned by GTCR Fund VIII, L.P., GTCR Fund VIII/B, L.P. and GTCR Co-Invest II, L.P., respectively. Messrs. Katz and Nolan are principals of GTCR and as such may be deemed to be a beneficial owner of these three funds. Messrs. Katz and Nolan disclaim beneficial ownership of such funds.
(7)	Includes 789,888 shares owned by Mr. Slipkovich with financial rights that do not vest until a sale of the Company or an initial public offering but for which Mr. Slipkovich currently has voting power.
(8)	Includes 148,599 shares that were subsequently redeemed by Holdings effective May 31, 2011. See “Certain Relationships and Related Transactions — Repayment of Indebtedness to Holdings — Ms. Warren.”
(9)	Includes 77,897 shares that were subsequently redeemed by Holdings effective May 31, 2011. See “Certain Relationships and Related Transactions — Repayment of Indebtedness to Holdings — Mr. Wall.”
(10)	Includes 48,786 shares that were subsequently redeemed by Holdings effective May 31, 2011. See “Certain Relationships and Related Transactions — Repayment of Indebtedness to Holdings — Mr. Anderson.”
(11)	Includes 235,948.304, 41,409.142 and 1,259.348 shares owned by GTCR Fund VIII, L.P., GTCR Fund VIII/B, L.P. and GTCR Co-Invest II, L.P., respectively.

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DESCRIPTION OF OTHER INDEBTEDNESS

Asset Based Loan

     In June 2010, we completed a comprehensive refinancing plan. Under the Refinancing, we entered into a senior secured asset based loan, or the ABL, simultaneously with the closing of the offering of the outstanding notes with Bank of America, N.A. as administrative agent and collateral agent, and Banc of America Securities LLC and Citigroup Global Markets Inc. as joint lead arrangers.

     The ABL consists of a $100.0 million senior secured asset-based revolving credit facility maturing on December 29, 2014. The ABL includes capacity available for the issuance of letters of credit and for borrowings on same-day notice, referred to as swingline loans. In addition, upon the occurrence of certain events, we may request that the ABL be increased by an aggregate amount not to exceed $25.0 million, in minimum increments of $5.0 million, subject to receipt of commitments by existing lenders or other financing institutions and the satisfaction of certain other conditions.

     Availability under the ABL is subject to a borrowing base of 85% of eligible accounts receivable less customary reserves.

     Interest Rate and Fees

     Borrowings under the ABL bear interest at a rate equal to, at our option, either (a) LIBOR for deposits in dollars plus an applicable margin, or (b) the higher of (1) the prime rate of Bank of America, N.A., (2) the federal funds effective rate plus 0.50%, or (3) the one-month LIBOR rate plus 1.00%, plus an applicable margin. The applicable margin currently in effect for borrowings is 2.25% with respect to base borrowings and 3.25% with respect to LIBOR borrowings. The applicable margin in effect for borrowings may be reduced to 2.00% with respect to base rate borrowings and 3.00% with respect to LIBOR borrowings, or increased to 2.50% with respect to base rate borrowings and 3.50% for LIBOR borrowings, subject to our fixed charge coverage ratio.

     In addition to paying interest on outstanding principal under the ABL, we are required to pay a commitment fee to the lenders under the revolving credit facilities in respect of the unutilized commitments thereunder. The current commitment fee rate is 0.75% per annum. The commitment fee rate reduces to 0.50% in any month if the average daily unused portion of the ABL during the preceding month is equal to or less than 50% of the principal amount of the ABL. We must also pay customary letter of credit fees.

     Repayment of Principal

     Principal amounts outstanding under the ABL are due and payable in full at maturity, 54 months from the date of the closing of the ABL.

     Guarantee and Security

     Our direct and indirect, material wholly-owned subsidiaries are either co-borrowers or guarantors of indebtedness under the ABL. All obligations under the ABL, and the guarantees of those obligations, are secured, subject to permitted liens and other exceptions, by a first-priority lien on substantially all our accounts, inventory, deposit accounts and securities accounts, and any chattel paper, instruments, letter-of-credit rights, general intangibles, documents, supporting obligations, books, records, commercial tort claims, proceeds and products related thereto, and of each guarantor.

     Certain Covenants and Events of Default

     The ABL contains a number of covenants that, among other things, restrict, subject to certain exceptions, our ability to:

• incur additional indebtedness;

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• issue certain capital stock;

• repay certain indebtedness;

• amend organizational documents;

• create liens;

• enter into sale and leaseback transactions;

• engage in mergers or consolidations;

• sell or transfer assets;

• pay dividends and distributions or repurchase our capital stock;

• make investments, loans, guarantees or advances;

• prepay certain subordinated indebtedness, subject to exceptions for repayments of certain intercompany indebtedness;

• make certain acquisitions;

• engage in certain transactions with affiliates;

• amend material agreements governing certain subordinated indebtedness; and

• change the nature of our business.

     In addition, the ABL requires that, if at any time our availability under the ABL does not meet certain thresholds, we will be required to maintain a minimum fixed charge coverage ratio. The ABL also contains certain customary affirmative covenants and events of default. At December 31, 2010 and March 31, 2011, we were in compliance with all debt covenants that were subject to testing at such dates.

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THE EXCHANGE OFFER

General

     We hereby offer, upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal (which together constitute the exchange offer), to exchange up to $500 million aggregate principal amount of our 9¹/4% Senior Notes due 2017, which we refer to in this prospectus as the outstanding notes, for a like aggregate principal amount of our 9¹/4% Senior Notes due 2017, which we refer to in this prospectus as the exchange notes, properly tendered on or prior to the expiration date and not withdrawn as permitted pursuant to the procedures described below. The exchange offer is being made with respect to all of the outstanding notes.

     As of the date of this prospectus, $500 million aggregate principal amount of the outstanding notes is outstanding. This prospectus, together with the letter of transmittal, is first being sent on or about      , 2011 to all holders of outstanding notes known to us. Our obligation to accept outstanding notes for exchange pursuant to the exchange offer is subject to certain conditions set forth under “— Certain Conditions to the Exchange Offer” below. We currently expect that each of the conditions will be satisfied and that no waivers will be necessary.

Purpose and Effect of the Exchange Offer

     We and the guarantors have entered into a registration rights agreement with the initial purchasers of the outstanding notes in which we and the guarantors agreed to file a registration statement relating to an offer to exchange the outstanding notes for exchange notes. We also agreed to use our reasonable best efforts to cause the exchange offer registration statement to become effective under the Securities Act no later than September 27, 2011 and to keep the exchange offer open for a period of no less than 30 days after the date notice of the exchange offer is given to the holders of the outstanding notes. The exchange notes will have terms substantially identical to the outstanding notes, except that the exchange notes will not contain terms with respect to transfer restrictions, registration rights and additional interest for failure to observe certain obligations in the registration rights agreement. The outstanding notes were issued on June 28, 2010.

     As set forth in the registration rights agreement, we will use reasonable best efforts to cause the SEC to declare effective a shelf registration statement with respect to the resale of the outstanding notes and keep the registration statement effective continuously, supplemented and amended as required, for a period ending on the earlier of (i) 180 days from the date on which the exchange offer registration statement is declared effective and (ii) the date on which a broker-dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities.

     If we fail to comply with certain obligations under the registration rights agreement, we will be required to pay additional interest to holders of the outstanding notes.

     Each holder of outstanding notes that wishes to exchange outstanding notes for transferable exchange notes in the exchange offer will be required to make the following representations:

• it is not an affiliate of Capella;

• it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the exchange notes;

• it is acquiring the exchange notes in its ordinary course of business; and

• it is not acting on behalf of any person who could not truthfully make the foregoing representations.

     Any broker-dealer who acquired outstanding notes from us in the initial offering for its own account as a result of market-making activities or other trading activities (other than outstanding notes acquired directly from Capella),

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may exchange such notes pursuant to the exchange offer; however, such broker-dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the exchange notes received by such broker-dealer in the exchange offer, which prospectus delivery requirement may be satisfied by the delivery by such broker-dealer of this prospectus.

Resale of Exchange Notes

     Based on interpretations of the SEC staff set forth in no action letters issued to unrelated third parties, we believe that exchange notes issued under the exchange offer in exchange for outstanding notes may be offered for resale, resold and otherwise transferred by any exchange note holder without compliance with the registration and prospectus delivery provisions of the Securities Act, if:

• it is not an affiliate of Capella;

• it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the exchange notes;

• it is acquiring the exchange notes in its ordinary course of business; and

• it is not acting on behalf of any person who could not truthfully make the foregoing representations.

     If a holder is an affiliate of Capella, or is engaging in, or intends to engage in, or has any arrangement or understanding with any person to participate in, a distribution of the exchange notes, or is not acquiring the exchange notes in the ordinary course of its business, such holder acknowledges and agrees that it:

• cannot rely on the position of the staff 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, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes.

     This prospectus may be used for an offer to resell, for the resale or for other retransfer 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 (other than outstanding notes acquired directly from Capella) may participate in the exchange offer. Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where the outstanding notes were acquired by the broker-dealer as a result of market-making activities or other trading activities (other than outstanding notes acquired directly from Capella), must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. Please read the section captioned “Plan of Distribution” for more details regarding the transfer of exchange notes.

Terms of the Exchange Offer

     Upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal, we will accept for exchange any outstanding notes properly tendered and not withdrawn prior to the expiration date. We will issue $1,000 principal amount of exchange notes in exchange for each $1,000 principal amount of outstanding notes surrendered under the exchange offer, except that outstanding notes tendered in the exchange offer must be in minimum denominations of principal amount of $2,000 and in integral multiples of $1,000.

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     The form and terms of the exchange notes will be substantially identical to the form and terms of the outstanding notes except that the exchange notes will not contain terms with respect to transfer restrictions, registration rights and additional interest for failure to observe certain obligations in the registration rights agreement. The exchange notes will evidence the same debt as the outstanding notes. The exchange notes will be issued under and entitled to the benefits of the same indenture that authorized the issuance of the outstanding notes. Consequently, the outstanding notes and the exchange notes will be treated as a single class of debt securities under the indenture.

     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, $500 million aggregate principal amount of the outstanding notes are outstanding. This prospectus and a letter of transmittal are 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 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 the holders have under the indenture relating to the outstanding notes and the registration rights agreement, except for any rights under the registration rights agreement that by their terms terminate upon the consummation of the exchange offer.

     We will be deemed to have accepted for exchange properly tendered outstanding notes when we have given oral or 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 the exchange notes to the 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 the occurrence of any of the conditions specified below under “— Conditions to the Exchange Offer.”

     Holders who tender outstanding notes in the exchange offer 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 the section labeled “— Fees and Expenses” below for more details regarding fees and expenses incurred in the exchange offer.

Expiration Date, Extensions and Amendments

     The exchange offer will expire at 5:00 p.m., New York City time on                     , 2011, unless in our sole discretion we extend it.

     In order to extend the exchange offer, we will notify the exchange agent orally or in writing of any extension. We will notify the registered holders of outstanding notes of the extension by press release or other public announcement no later than 9:00 a.m., New York City time, on the business day after the previously scheduled expiration date.

     We reserve the right, in our sole discretion:

• to delay accepting for exchange any outstanding notes;

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

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• subject to the terms of the registration rights agreements, to amend the terms of any of the exchange offer in any manner.

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

     Without limiting the manner in which we may choose to make public announcements of any delay in acceptance, extension, termination or amendment of the exchange offer, we will have no obligation to publish, advertise or otherwise communicate any public announcement, other than by making a timely release to a financial news service.

Certain Conditions to the Exchange Offer

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

• the exchange notes to be received will not be tradable by the holder without restriction under the Securities Act or the Exchange Act, and without material restrictions under the blue sky or securities laws of substantially all of the states of the United States;

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

• any action or proceeding has been instituted or threatened 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,” “— Procedures for Tendering” and “Plan of Distribution”; or

• such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to make available to it 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 the extension to their holders. During any such extensions, all outstanding notes previously tendered will remain subject to the exchange offer, and we may accept them for exchange. We will return any outstanding notes that we do not accept for exchange for any reason without expense to their tendering holder as promptly as practicable 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 business day after the previously scheduled expiration date.

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     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 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 this right. Each right will be deemed an ongoing right that we may assert at any time or at various times.

     In addition, we will not accept for exchange any outstanding notes tendered, and will not issue exchange notes in exchange for any outstanding notes, if at the time any stop order will be 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.

Procedures for Tendering

     Only a holder of outstanding notes may tender the outstanding notes in the exchange offer. To tender in the exchange offer, a holder must:

• complete, sign and date the accompanying letter of transmittal or a facsimile of the letter of transmittal; have the signature on the letter of transmittal guaranteed if the letter of transmittal so requires; and mail or deliver the letter of transmittal or facsimile thereof to the exchange agent prior to the expiration date; or

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

     In addition, either:

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

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

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

     To be tendered effectively, the exchange agent must receive any physical delivery of a letter of transmittal and other required documents at the address set forth below under “— Exchange Agent” prior to the expiration date.

     The tender by a holder that is not withdrawn prior to the expiration date will constitute an agreement between the holder and us in accordance with the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal.

     The method of delivery of outstanding notes, the letter of transmittal and all other required documents to the exchange agent is at the holder’s election and risk. Rather than mail these items, we recommend that holders use an overnight or hand delivery service. In all cases, holders should allow sufficient time to assure delivery to the exchange agent before the expiration date. Holders should not send the letter of transmittal or outstanding notes to us. Holders may request their respective brokers, dealers, commercial banks, trust companies or other nominees to effect the above transactions for them.

     Any beneficial owner whose outstanding notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact the registered holder promptly and instruct it to tender on the owner’s behalf. If the beneficial owner wishes to tender on its own behalf, it must, prior to completing and executing the accompanying letter of transmittal and delivering its outstanding notes either:

• make appropriate arrangements to register ownership of the outstanding notes in such owner’s name; or

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

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

     Signatures on a letter of transmittal or a notice of withdrawal described below 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 Exchange Act, unless the outstanding notes are tendered:

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

• for the account of an eligible institution.

     If the accompanying letter of transmittal is signed by a person other than the registered holder of any outstanding notes listed on the outstanding notes, the 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 institution must guarantee the signature on the bond power.

     If the accompanying letter of transmittal or any 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, these persons should so indicate when signing. Unless waived by us, they should also submit evidence satisfactory to us of their authority to deliver the accompanying letter of transmittal.

     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 accompanying letter of transmittal and delivering it to the exchange agent, transmit their acceptance of the exchange offer electronically. They may do so by causing DTC to transfer the outstanding notes to the exchange agent in accordance with its 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, to the effect 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 accompanying letter of transmittal, or, in the case of an agent’s message relating to guaranteed delivery, that the participant has received and agrees to be bound by the applicable notice of guaranteed delivery; and

• the agreement may be enforced against that participant.

Acceptance of Outstanding Notes

     In all cases, we will 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 the outstanding notes into the exchange agent’s account at DTC; 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 signing the accompanying letter of transmittal or authorizing the transmission of the agent’s message, each tendering holder of outstanding notes will represent or be deemed to have represented to us that, among other things:

• it is acquiring the exchange notes that the holder receives in its ordinary course of business;

• it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the exchange notes; and

• it is not an “affiliate” of Capella, as defined in Rule 405 of the Securities Act.

     Any broker-dealer who holds outstanding notes that were acquired for its own account as a result of market-making activities or other trading activities (other than outstanding notes acquired directly from us) may exchange such outstanding notes pursuant to this exchange offer; however, such broker-dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the exchange notes received by such broker-dealer in the exchange offer, which prospectus delivery requirements may be satisfied by the delivery by such broker-dealer of a copy of this prospectus. See “Plan of Distribution.”

     We will interpret the terms and conditions of the exchange offer, including the letter of transmittal and the instructions to the letter of transmittal, and will resolve questions as to the validity, form, eligibility, including time or receipt, acceptance of tendered outstanding notes and withdrawal of tendered outstanding notes. Our determination will be final and binding. We reserve the absolute right to reject any outstanding notes not properly tendered or any outstanding notes the acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to particular outstanding notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the accompanying 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 we will determine. Although we intend to notify holders of defects or irregularities with respect to tenders of outstanding notes, neither we, the exchange agent, nor any other person will incur any liability for failure to give the notification. Tenders of outstanding notes will not be deemed made until any 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 to the exchange agent without cost to the tendering holder, unless otherwise provided in the letter of transmittal, as soon as practicable following the expiration date.

Book-Entry Transfer

     The exchange agent will make a request to establish an account with respect to the outstanding notes at DTC for purposes of the exchange offer promptly after the date of this prospectus. Any financial institution participating in DTC’s system may make book-entry delivery of outstanding notes by causing DTC to transfer the outstanding notes into the exchange agent’s account at DTC in accordance with DTC’s procedures for transfer. 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 DTC or all other documents required by the letter of transmittal to the exchange agent on or prior to the expiration date must tender their outstanding notes according to the guaranteed delivery procedures described below.

Guaranteed Delivery Procedures

     Holders wishing to tender their outstanding notes but whose outstanding notes are not immediately available or who cannot deliver their outstanding notes, the accompanying letter of transmittal or any other available required documents to the exchange agent or comply with the applicable procedures under DTC’s Automated Tender Offer Program prior to the expiration date may tender if:

• the tender is made through an eligible institution;

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• prior to the expiration date, the exchange agent receives from the eligible 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 and notice of guaranteed delivery:

§	setting forth the name and address of the holder, the registered number(s) of the outstanding notes and the principal amount of outstanding notes tendered;
§	stating that the tender is being made thereby; and
§	guaranteeing that, within three NYSE trading days after the expiration date, the accompanying letter of transmittal, or facsimile thereof, together with the outstanding notes or a book-entry confirmation, and any other documents required by the accompanying letter of transmittal will be deposited by the eligible institution with the exchange agent; and

• the exchange agent receives the properly completed and executed letter of transmittal, or facsimile thereof, as well as all tendered outstanding notes in proper form for transfer or a book-entry confirmation and all other documents required by the accompanying letter of transmittal, within three NYSE trading days after the expiration date.

     Upon request to the exchange agent, a notice of guaranteed delivery will be sent to holders who wish to tender their outstanding notes according to the guaranteed delivery procedures set forth above.

Withdrawal of Tenders

     Except as otherwise provided in this prospectus, holders of outstanding notes may withdraw their tenders at any time prior to the expiration date.

     For a withdrawal to be effective:

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

• holders 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 principal amount of the outstanding notes;

• be signed by the holder in the same manner as the original signature on the letter of transmittal by which such outstanding notes were tendered (including any required signature guarantees) or be accompanied by documents of transfer sufficient to have the trustee under the indenture pursuant to which the outstanding notes were issued register the transfer of such outstanding notes into the name of the person withdrawing the tender; and

• specify the name in which the 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 the certificates, the withdrawing holder must also submit:

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

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• a signed notice of withdrawal with signatures guaranteed by an eligible institution unless the holder is an eligible institution.

     If outstanding notes have been tendered pursuant to the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn outstanding notes and otherwise comply with the procedures of that facility. We will determine all questions as to the validity, form and eligibility, including time of receipt, of the notices, and our determination will be final and binding on all parties. We will deem any outstanding notes so withdrawn 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 outstanding notes tendered by book-entry transfer into the exchange agent’s account at DTC according to the procedures described above, the outstanding notes will be credited to an account maintained with DTC for outstanding notes, as soon as practicable 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 “— Procedures for Tendering” above at any time on or prior to the expiration date.

Exchange Agent

     U.S. Bank National Association has been appointed as exchange agent for exchange offer. You should direct questions and requests for assistance, requests for additional copies of this prospectus or for the letter of transmittal and requests for the notice of guaranteed delivery to the exchange agent as follows:

By Mail, Hand Delivery or Overnight Delivery:	By Facsimile:
U.S. Bank National Association	(651) 495-8158
60 Livingston Avenue
St. Paul, MN 55107	Confirm receipt of
Attn: Specialized Finance Dept.	facsimile by telephone
	(800) 934-6802

     Delivery of the letter of transmittal to an address other than as set forth above or transmission via facsimile other than as set forth above does not constitute a valid delivery of the letter of transmittal.

Fees and Expenses

     We will bear the expenses of soliciting tenders. The principal solicitation is being made by mail; however, we may make additional solicitations by telephone or in person by our officers and regular employees and those of our affiliates.

     We have not retained any dealer-manager in connection with the exchange offer and will not make any payments to broker-dealers or others soliciting acceptance of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and reimburse it for its related reasonable out-of-pocket expenses.

     We will pay the cash expenses to be incurred in connection with the exchange offer. They include:

• SEC registration fees;

• fees and expenses of the exchange agent and trustee;

• accounting and legal fees and printing costs; and

• related fees and expenses.

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Transfer Taxes

     We will pay all transfer taxes, if any, applicable to the exchange 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 the taxes is not submitted with the letter of transmittal, the amount of the transfer taxes will be billed to that tendering holder.

Consequences of Failure to Exchange

     Holders of outstanding notes who do not exchange their outstanding notes for exchange notes under the exchange offer will remain subject to the restrictions on transfer of the outstanding notes:

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

• otherwise as 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 the 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.

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 in connection with the exchange offer. We will record the expenses of the exchange offer as incurred.

Other

     Participation 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 OFFER 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 EXCHANGE NOTES

     You can find the definitions of certain terms used in this description under the subheading “—Certain Definitions.” In this description, the words “Capella,” “we,” “us” and “our” refer only to Capella Healthcare, Inc. and not to any of its subsidiaries. For purposes of this description, the term “notes” refers to the 9¹/4% Senior Notes due 2017, including the outstanding notes and the exchange notes.

     Capella issued the outstanding notes under an indenture (the “Indenture”) among itself, the Guarantors and U.S. Bank, National Association, as trustee, in a private transaction that was not subject to the registration requirements of the Securities Act. See “Notice to Investors.” The terms of the notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act.

     The following description is a summary of the material provisions of the Indenture governing the notes. This description does not restate that agreement in their entirety. We urge you to read the Indenture because it, and not this description, defines your rights as holders of the notes. Copies of the Indenture are available upon request to Capella at the address indicated under “Where You Can Find More Information” elsewhere in this prospectus. Certain defined terms used in this description but not defined below under “—Certain Definitions” have the meanings assigned to them in the Indenture.

     The registered holder of a note will be treated as the owner of it for all purposes. Only registered holders have or will have rights under the Indenture.

Brief Description of the Notes and the Subsidiary Guarantees

     The Notes

     The notes:

• are general, senior, unsecured obligations of Capella;

• are effectively subordinated to all existing and future secured debt of Capella to the extent of the value of the assets securing that debt;

• are pari passu in right of payment with all existing and future senior unsecured debt of Capella;

• are senior in right of payment to all existing and future Subordinated Obligations of Capella; and

• are fully and unconditionally guaranteed on a senior, unsecured basis by the Guarantors.

     The Guarantees

     The notes are guaranteed by each current and any future Restricted Subsidiary of Capella that guarantee Indebtedness of Capella, or is a named borrower, under any Credit Facility (provided that a Restricted Subsidiary that does not or no longer guarantees Indebtedness of Capella, and is not or is no longer a named borrower, under any Credit Facility will not be required to enter into a Subsidiary Guarantee, as applicable, as set forth herein and in the Indenture).

     Each Subsidiary Guarantee:

• is a general unsecured obligation of the respective Guarantor;

• is pari passu in right of payment to all existing and future senior unsecured debt of the respective Guarantor; and

• is senior in right of payment to all existing and future Subordinated Obligations of the respective Guarantor.

     Not all of our subsidiaries have guaranteed or will guarantee the notes. In the event of a bankruptcy, liquidation or reorganization of any of these non-guarantor subsidiaries, the non-guarantor subsidiaries will pay the holders of

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their debt and their trade creditors before they will be able to distribute any of their assets to us. The Guarantors generated 74.0% and 72.0% of our consolidated net revenue in the twelve-month period ended December 31, 2010 and the three month period ended March 31, 2011, respectively, and held 59.1% and 59.4% of our consolidated assets as of December 31, 2010 and March 31, 2011, respectively.

     All of our direct and indirect Subsidiaries are currently “Restricted Subsidiaries.” However, under the circumstances described below under the subheading “— Certain Covenants — Designation of Restricted and Unrestricted Subsidiaries,” we are permitted to designate certain of our subsidiaries as “Unrestricted Subsidiaries.” Our Unrestricted Subsidiaries are not subject to many of the restrictive covenants in the Indenture. Our Unrestricted Subsidiaries will not guarantee the notes and may be released from any guarantee they previously executed.

Principal, Maturity and Interest

     Capella issued notes with a maximum aggregate principal amount of $500.0 million. Capella may issue additional notes from time to time under the Indenture. 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.” Any additional notes will be identical in all respects to the initial notes, except that additional notes will have different issuance dates and may have different issuance prices. The notes and any additional notes 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. Capella will issue notes and any additional notes in denominations of $2,000 and integral multiples of $1,000. Unless the context otherwise requires, for all purposes under the Indenture, references to the notes include any additional notes actually issued.

     The notes will mature on July 1, 2017.

     Interest on the notes accrues at the rate of 9.25% per annum and is payable semi-annually in arrears on January 1 and July 1. Capella will make each interest payment to the holders of record on the immediately preceding December 15 and June 15.

     Interest on the accrues from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest is 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 owning more than $1.0 million principal amount of the notes has given wire transfer instructions to Capella, Capella will pay all principal, interest and premium and Additional Interest, if any, on that holder’s notes in accordance with those instructions. All other payments on the notes will be made at the office or agency of the paying agent and registrar within the City and State of New York unless Capella elects to make interest payments by check mailed to the holders at their address set forth in the register of holders.

Paying Agent and Registrar for the Notes

     The trustee acts as paying agent and registrar. Capella may change the paying agent or registrar without prior notice to the holders of the notes, and Capella 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 are required to pay all taxes due on transfer. Capella is not required to transfer or exchange any note selected for redemption. Also, Capella is not required to transfer or exchange any note for a period of 15 days before a selection of notes to be redeemed.

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Subsidiary Guarantees

     The notes are guaranteed on a senior unsecured basis by certain current and certain future Restricted Subsidiaries of Capella that guarantee Indebtedness of Capella, or are named borrowers, under any Credit Facility (provided that a Restricted Subsidiary that does not or no longer guarantees Indebtedness of Capella, and is not named as a borrower, under any Credit Facility will not be required to enter into, or may be released from, a Subsidiary Guarantee, as applicable, as set forth herein and in the Indenture).

     These Subsidiary Guarantees are joint and several obligations of the Guarantors. The obligations of each Guarantor under its Subsidiary Guarantee are limited as necessary to prevent that Subsidiary Guarantee from constituting a fraudulent conveyance under applicable law. However, in a recent Florida bankruptcy case, this kind of provision was found to be ineffective to protect the guarantees. See “Risk Factors — A subsidiary guarantee could be voided or subordinated because of federal bankruptcy law or comparable state law provisions.”

     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 Capella or another Guarantor, unless:

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

     (2) such sale, disposal, consolidation or merger otherwise complies with the “Asset Sales” or “Merger, Consolidation or Sale of Assets” provisions of the Indenture, as applicable.

     The Subsidiary Guarantee of a Guarantor will be automatically and unconditionally released and such Guarantor will be discharged from all of its obligations under its Guarantee of the notes:

     (1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of Capella, if the sale or other disposition complies with the “Asset Sales” provisions of the Indenture;

     (2) in connection with any sale of all or any portion of the Capital Stock of a Guarantor to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of Capella, if the sale complies with the “Asset Sales” provisions of the Indenture;

     (3) if Capella designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of the Indenture;

     (4) if the Guarantor merges with or into or consolidates with another Person in compliance with the “Merger, Consolidation or Sale of Assets” provision of the Indenture and such Guarantor is not the surviving corporation; or

     (5) (i) if the Guarantor’s Guarantee and/or obligation as a borrower under each Credit Facility is released or such release is authorized under a Credit Facility and the administrative agent under such Credit Facility has agreed to release such Guarantee and/or obligation as a borrower subject only to and promptly following the release of such Guarantor’s Guarantee under the Indenture or (ii) the Indebtedness that resulted in the creation of such Guarantee and/or obligation as a borrower is released or discharged.

     See “— Repurchase at the Option of Holders — Asset Sales.”

Optional Redemption

     At any time prior to July 1, 2013, Capella may redeem all or any portion of the notes, at once or over time, after giving the required notice under the indenture at a redemption price equal to the greater of:

     (1) 100% of the principal amount of the notes to be redeemed; and

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     (2) the sum of the present values of (a) the redemption price of the notes at July 1, 2013 (as set forth below) and (b) the remaining scheduled payments of interest from the redemption date through July 1, 2013, but excluding accrued and unpaid interest through the redemption date, discounted to the redemption date (assuming a 360 day year consisting of twelve 30 day months), at the Treasury Rate plus 50 basis points;

     plus, in either case, accrued and unpaid interest and Additional Interest, if any, to but excluding the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

     Any notice to holders of notes of such a redemption shall include the appropriate calculation of the redemption price, but need not include the redemption price itself. The actual redemption price, calculated as described above, shall be set forth in an officers’ certificate delivered to the trustee no later than two business days prior to the redemption date.

     At any time before July 1, 2013, Capella may on one or more occasions redeem up to 35% of the aggregate principal amount of notes (including additional notes) issued under the Indenture at a redemption price of 109.250% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date, with the net cash proceeds of any Equity Offering of common stock of Capella; provided, however that:

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

     (2) the redemption occurs within 120 days of the date of the closing of such Equity Offering.

     Except pursuant to the preceding paragraph, the notes are not redeemable at Capella’s option prior to July 1, 2013.

     On or after July 1, 2013, Capella may, at its option, redeem all or any 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 and Additional Interest, if any, on the notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on July 1 of the years indicated below:

	Optional
	Redemption
Year	Price
2013		106.938	%
2014		104.625	%
2015		102.313	%
2016 and thereafter		100.000	%

     Notwithstanding the above provisions, Capella may acquire any notes by means other than a redemption, whether by tender offer, open market purchases, privately negotiated transactions or otherwise, in accordance with applicable securities laws.

Mandatory Redemption

     Capella 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

     Upon the occurrence of a Change of Control, each holder of notes will have the right to require Capella to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000) of that holder’s notes pursuant to the

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offer described below (the “Change of Control Offer”) on the terms set forth in the Indenture. In the Change of Control Offer, Capella will offer a payment in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount of notes repurchased plus accrued and unpaid interest and Additional Interest, if any, on the notes repurchased, to the date of purchase.

     Within 30 days following any Change of Control, Capella will mail a notice to the trustee and each holder describing 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. Capella 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 the repurchase of the notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the Indenture, Capella will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the Indenture by virtue of such compliance.

     On the Change of Control payment date, Capella will, to the extent lawful:

     (1) accept for payment all notes or portions of notes properly tendered and not withdrawn 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 not withdrawn; 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 Capella.

     The paying agent will promptly mail to each holder of notes properly tendered and not withdrawn 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.

     Capella 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 Capella 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 to the Change of Control event. Except as described above with respect to a Change of Control, the Indenture does not contain provisions that permit the holders of the notes to require that Capella repurchase or redeem the notes in the event of a takeover, recapitalization or similar transaction.

     Capella is not 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 Capella and purchases all notes properly tendered and not withdrawn under the Change of Control Offer. A Change of Control Offer may be made in advance of a Change of Control if a definitive agreement is in place for the Change of Control at the time of the making of the Change of Control Offer, and such Change of Control Offer is otherwise made in compliance with the provisions of this section.

     The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the properties or assets of Capella and its 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 Capella to repurchase its notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of Capella and its Subsidiaries taken as a whole to another Person or group may be uncertain.

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     Capella’s obligation to make a Change of Control Offer may be waived or modified at any time prior to the occurrence of a Change of Control with the written consent of the holders of a majority in principal amount of the notes.

     Asset Sales

     Capella will not, and will not permit any Restricted Subsidiary to, consummate an Asset Sale unless:

     (1) Capella (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value of the assets sold, leased, transferred, conveyed or otherwise disposed of or Equity Interests of any Restricted Subsidiary issued, sold, transferred, conveyed or otherwise disposed of;

     (2) at least 75% of the consideration received in the Asset Sale by Capella or such Restricted Subsidiary is in the form of cash. For purposes of this clause (2), each of the following will be deemed to be cash:

     (a) any liabilities, as shown on Capella’s or such Restricted Subsidiary’s most recent balance sheet, of Capella 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 pursuant to a customary novation agreement that releases Capella or such Restricted Subsidiary from further liability;

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

     (c) any Designated Non-cash Consideration received by Capella 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 the greater of (x) $20.0 million and (y) 2.0% of Consolidated Net Tangible Assets 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 without giving effect to subsequent changes in value).

     (3) Capella delivers an officers’ certificate to the trustee certifying that such Asset Sale complies with the foregoing clauses (1) and (2).

     Notwithstanding the foregoing, the 75% limitation referred to in clause (2) above shall not apply to any Asset Sale in which the amount of consideration of the type referred to in clause (2) above received therefrom, determined in accordance with the foregoing provision, is equal to or greater than what the after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation.

     Within 365 days after the receipt of any Net Proceeds from an Asset Sale, Capella or the Restricted Subsidiaries may apply those Net Proceeds (or any portion thereof) at its option:

     (1) to repay Secured Indebtedness of Capella or any Guarantor (other than Indebtedness owed to Capella, any Guarantor or any Affiliate of Capella) and, if the Secured Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto;

     (2) to repay indebtedness of a Restricted Subsidiary;

     (3) to acquire all or substantially all of the assets of, or not less than a majority of the Voting Stock of, another Person engaged in a Permitted Business;

     (4) to make a capital expenditure; or

     (5) to acquire other long-term assets or property that are used or useful in a Permitted Business provided that the 365-day period provided above to apply any portion of Net Proceeds in accordance with clause (3) above shall

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be extended by an additional 180 days if by not later than the 365th day after receipt of such Net Proceeds, Capella or a Restricted Subsidiary, as applicable, has entered into a bona fide binding commitment to make an investment of the type referred to in either such clause in the amount of such Net Proceeds.

     Pending the final application of any Net Proceeds, Capella or such Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise 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 paragraphs will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $20.0 million, Capella will make an “Asset Sale Offer” (which offer may be made at any time within such 365 period) to all holders of notes to purchase the maximum principal amount of notes and, if Capella is required to do so under the terms of any other Indebtedness that is pari passu with the notes, such other Indebtedness on a pro rata basis with the notes, that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of principal amount plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of the purchase of all properly tendered and not withdrawn notes pursuant to an Asset Sale Offer, Capella may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the trustee will select the notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

     Capella 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, Capella 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 compliance.

     The Credit Agreement prohibits Capella from purchasing any notes, and also provide that certain change of control or asset sale events with respect to Capella would constitute a default. Any future credit agreements or other agreements relating to senior debt to which Capella becomes a party may contain similar restrictions and provisions. In the event a Change of Control or Asset Sale occurs at a time when Capella is prohibited from purchasing notes, Capella could seek the consent of its senior lenders to the purchase of notes or could attempt to refinance the borrowings that contain such prohibition. If Capella does not obtain such a consent or refinance such borrowings, Capella will remain prohibited from purchasing notes. In such case, Capella’s failure to purchase tendered notes would constitute an Event of Default under the Indenture which would, in turn, constitute a default under the Credit Agreement. Finally, Capella’s ability to pay cash to holders of notes upon a repurchase may be limited by its then-existing financial resources. See “Risk Factors — We may be unable to repurchase the notes if we experience a change of control.”

Selection and Notice

     If less than all of the notes are to be redeemed at any time, the trustee will select notes for redemption as follows:

     (1) if the notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the notes are listed; or

     (2) if the notes are not listed on any national securities exchange, 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

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notice is issued in connection with a defeasance of the notes or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional.

     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.

Certain Covenants

     Restricted Payments

     Capella will not, and will not permit any Restricted Subsidiary to, directly or indirectly:

     (1) declare or pay any dividend or make any other payment or distribution (a) on account of Capella’s or any Restricted Subsidiary’s Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving Capella or any Restricted Subsidiary) or (b) to the direct or indirect holders of Capella’s or any Restricted Subsidiary’s Equity Interests in their capacity as such (other than dividends or distributions (i) payable in Equity Interests (other than Disqualified Stock) of Capella, (ii) to Capella or a Restricted Subsidiary or (iii) to all holders of Capital Stock of any Restricted Subsidiary on a pro rata basis);

     (2) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving Capella) any Equity Interests of Capella (other than from Capella or any Restricted Subsidiary);

     (3) make any principal payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value, in each case prior to any scheduled repayment, sinking fund payment or stated final maturity any Subordinated Obligations of Capella or any Guarantor, other than Subordinated Obligations owed to Capella or any Restricted Subsidiary (or the purchase, repurchase or other acquisition of Subordinated Obligations, as the case may be, purchased in anticipation of satisfying a sinking fund obligation, principal installment or final stated maturity, in each case due within one year of the date of purchase, repurchase or acquisition); 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:

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

     (b) Capella 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

     (c) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by Capella and the Restricted Subsidiaries after the date of the Indenture (excluding Restricted Payments permitted by clauses (2), (3), (4), (6), (8), (9), (10) and (12) of the next succeeding paragraph), is less than the sum, without duplication, of:

     (i) 50% of the Consolidated Net Income of Capella for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing after the date of the Indenture to the end of Capella’s most recently ended fiscal quarter for which internal financial statements are available at the

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time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus

     (ii) 100% of the aggregate net cash proceeds and 100% of the Fair Market Value of property and marketable securities received by Capella since the date of the Indenture as a contribution to its common equity capital or from the issue or sale of Equity Interests of Capella (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of Capella, in either case, that have been converted into or exchanged for such Equity Interests of Capella (other than Equity Interests or Disqualified Stock or debt securities sold to a Restricted Subsidiary of Capella); plus

     (iii) to the extent that any Restricted Investment that was made after the date of the Indenture is sold for cash or otherwise liquidated or repaid for cash or for Fair Market Value of property and marketable securities, the lesser of (x) the cash return of capital with respect to such Restricted Investment (less the cost of disposition, if any) and (y) the initial amount of such Restricted Investment; plus

     (iv) 100% of the aggregate amount received in cash and 100% of the Fair Market Value of property and marketable securities received after the date of the Indenture from the sale of the capital stock of an Unrestricted Subsidiary or a distribution from an Unrestricted Subsidiary or a dividend from an Unrestricted Subsidiary; plus

     (v) in case, after the date of the Indenture, any Unrestricted Subsidiary has been redesignated as a Restricted Subsidiary under the terms of the Indenture or has been merged, consolidated or amalgamated with or into, or transfers or conveys assets to, or is liquidated into Capella or a Restricted Subsidiary, an amount equal to the lesser of (x) the net book value at the date of the redesignation, combination or transfer of the aggregate Investments made by Capella and the Restricted Subsidiaries in the Unrestricted Subsidiary (or of the assets transferred or conveyed, as applicable), and (y) the Fair Market Value of the Investments owned by Capella and the Restricted Subsidiaries in such Unrestricted Subsidiary at the time of the redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable); plus

     (vi) in the event Capella or any Restricted Subsidiary makes any Investment in a Person that, as a result of or in connection with such Investment, becomes a Restricted Subsidiary, an amount equal to the aggregate Investments of Capella or any Restricted Subsidiary in such Person that were previously treated as Restricted Payments.

     The preceding provisions do not prohibit:

     (1) the payment of any dividend or other distribution or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend, if at the date of declaration the dividend, distribution or redemption payment would have complied with the provisions of the Indenture;

     (2) the redemption, repurchase, retirement, defeasance or other acquisition of any Subordinated Obligations of Capella or any Guarantor or of any Equity Interests of Capella or any direct or indirect parent of Capella (“Retired Capital Stock”) in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary of Capella) of, Equity Interests of Capella (other than Disqualified Stock) or any direct or indirect parent of Capella that are contributed to Capella (“Refunding Capital Stock”) and the declaration and payment of accrued dividends on the Retired Capital Stock out of the proceeds of the substantially concurrent sale (other than to a Capella or a Subsidiary of Capella) of Refunding Capital Stock; provided, however, that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition shall be no more than Fair Market Value and will be excluded from clause (c)(ii) of the preceding paragraph;

     (3) the redemption, repurchase, defeasance or other acquisition of any Subordinated Obligations of Capella or any Guarantor with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; provided, however, that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition will be excluded from clause (c)(ii) of the preceding paragraph;

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     (4) the payment of any dividend, other payment or distribution on account of Equity Interests by a Restricted Subsidiary of Capella to Capella or another Restricted Subsidiary;

     (5) the redemption, repurchase or other acquisition or retirement for value of any Equity Interests of Capella or any Restricted Subsidiary of Capella or any of their direct or indirect parent entities (a) held by any future, present or former employee, director or consultant of Capella, its Subsidiaries or (to the extent such person renders services to the business of Capella or its Subsidiaries) Capella’s direct or indirect entities pursuant to any management equity subscription plan or agreement, stock option or stock purchase plan or agreement or employee benefit plan as may be adopted from time to time or pursuant to any agreement with any director or officer in existence on the date of the Indenture or (b) from an employee of Capella upon the termination of such employee’s employment with Capella; provided, however, that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests in reliance on this clause (5) may not exceed $5.0 million in any twelve-month period (with unused amounts in any calendar year being carried over to the next succeeding twelve-month period); and provided, further, that such amount in any calendar year may be increased by an amount not to exceed (i) the cash proceeds from the sale of Equity Interests of Capella and, to the extent contributed to Capella, Equity Interests of any of its direct or indirect parent entities, in each case to members of management, directors or consultants of Capella, any of its Subsidiaries or (to the extent such person renders services to the businesses of Capella and its Subsidiaries) Capella’s direct or indirect parent entities, that occurs after the issue date plus (ii) the cash proceeds of key man life insurance policies received by Capella or its Restricted Subsidiaries, or by any direct or indirect parent entity to the extent contributed to Capella, after the date of the Indenture (provided that Capella may elect to apply all or any portion of the aggregate increase contemplated by clauses (i) and (ii) above in any calendar year) less (ii) the amount of any Restricted Payments previously made pursuant to clauses (i) and (ii) of this clause (5); and provided, further, that cancellation of Indebtedness owing to Capella from members of management of Capella, any of Capella’s direct or indirect parent companies or any of Capella’s Restricted Subsidiaries in connection with a repurchase of Equity Interests of Capella or any of their direct or indirect parent companies will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of the Indenture;

     (6) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

     (7) the payment of dividends on the common equity interests of Capella (or the payment of dividends to any direct or indirect parent of Capella to fund a payment of dividends on such entity’s common stock) following the first public offering of the common stock of Capella, or the common equity interests of any of Capella’s direct or indirect parent entities after the date of the Indenture, of up to 6.0% per annum of the net proceeds received by or contributed to Capella in any public offering, other than public offerings with respect to common equity interests registered on Form S-8 (or any successor form that provides for registration of securities offered to employees of the registrant) and other than any public sale constituting an Excluded Contribution;

     (8) Restricted Payments equal to the amount of Excluded Contributions;

     (9) the declaration and payment of dividends to, or the making of loans to, Holdings to pay:

     (a) (i) overhead (including salaries and other compensation expenses) and franchise or similar tax liabilities, legal, accounting and other professional fees and expenses in connection with, and to the extent attributable, to the maintenance of Capella or Holdings’, existence and its ownership of Capella or any of its Subsidiaries, as applicable, (ii) fees and expenses related to any equity offering, investment or acquisition permitted hereunder (whether or not successful) and (iii) other fees and expenses in connection with, and to the extent attributable to, the maintenance of Capella or Holdings’ existence and its ownership of Capella or any of its Subsidiaries, as applicable;

     (b) with respect to each tax year (or portion thereof), federal, state or local income taxes (as the case may be) imposed directly on or allocated to Holdings or Capella or which are due and payable by Holdings or Capella as part of a consolidated group, to the extent such income taxes are attributable to the income of Capella or any of its Subsidiaries; and

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     (c) Investments in Capella Surety in an aggregate principal amount not to exceed the sum of (i) the capital required under the applicable laws or regulations of the jurisdiction in which Capella Surety is formed or determined by independent actuaries as prudent and necessary capital to operate Capella Surety and (ii) any reasonable and customary corporate overhead expenses of Capella Surety;

     (10) the declaration and payment of dividends or distributions to holders of any class or series of Designated Preferred Stock issued after the issue date and the declaration and payment of dividends to any direct or indirect parent company of Capella, the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock of any direct or indirect parent company of Capella issued after the issue date; provided that (a) for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock, after giving effect to such issuance on the first day of such period (and the payment of dividends or distributions) on a pro forma basis, Capella would have had a Fixed Charge Coverage Ratio of at least 2.00 to 1.00 and (b) the aggregate amount of dividends declared and paid pursuant to this clause (10) does not exceed the net cash proceeds actually received by Capella from any such sale of Designated Preferred Stock issued after the issue date;

     (11) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to the provisions similar to those described under the captions “— Repurchase at the Option of Holders — Change of Control” and “— Repurchase at the Option of Holders — Asset Sales”; provided that all Notes tendered by holders of the Notes in connection with the related Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value;

     (12) cash payments in lieu of fractional shares issuable as dividends on preferred stock or upon the conversion of any convertible debt securities of either Capella or any of its Restricted Subsidiaries; provided that the principal financial officer of Capella shall have determined in good faith that such payments are not made for the purpose of evading the limitations of this “Limitation on Restricted Payments” covenant; and

     (13) so long as no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment, other Restricted Payments in an aggregate amount since the issue date not to exceed $25.0 million.

     The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the assets, property or securities proposed to be transferred or issued by Capella or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. Not later than the date of making any Restricted Payment, Capella will deliver to the trustee an officers’ certificate stating that such Restricted Payment is permitted and setting forth the basis upon which the calculations required by this “Restricted Payments” covenant were computed, together with a copy of any fairness opinion or appraisal required by the Indenture. If Capella or a Restricted Subsidiary makes a Restricted Payment which at the time of the making of such Restricted Payment would in the good faith determination of Capella be permitted under the provisions of the Indenture, such Restricted Payment shall be deemed to have been made in compliance with the Indenture notwithstanding any subsequent adjustments made in good faith to Capella financial statements affecting Consolidated Net Income of Capella for any period.

     Incurrence of Indebtedness and Issuance of Preferred Stock

     Capella will not, and will not permit any Restricted Subsidiary 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 Capella will not issue any Disqualified Stock and will not permit any Restricted Subsidiary to issue any shares of Disqualified Stock other than to Capella; provided, however, that Capella may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, any of Capella’s Restricted Subsidiaries that are Guarantors may incur Indebtedness (including Acquired Indebtedness), if the Fixed Charge Coverage Ratio for Capella’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock is issued would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been

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incurred or Disqualified Stock had been issued, as the case may be and the proceeds of such Indebtedness or Disqualified Stock applied, at the beginning of such four-quarter period.

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

     (1) the incurrence by Capella or any Guarantor of Indebtedness and letters of credit under one or more Credit Facilities (and by any Permitted Joint Venture or Permitted Physician Partnership of Indebtedness represented by the pledge of assets under one or more credit facilities) and Guarantees thereof by the Guarantors; provided that the aggregate principal amount of all Indebtedness and letters of credit of Capella and the Guarantors incurred pursuant to this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of Capella and the Guarantors thereunder) does not exceed $200.0 million, less the aggregate amount of Net Proceeds from an Asset Sale applied by Capella and its Restricted Subsidiaries to repay Indebtedness thereunder (and, in the case of revolving credit Indebtedness, correspondingly reduce commitments with respect thereto) pursuant to the provisions described under clause (1) of the third paragraph under the caption “— Repurchase at the Option of Holders — Asset Sales”;

     (2) the incurrence by Capella and the Restricted Subsidiaries of the Existing Indebtedness;

     (3) the incurrence by Capella and the Guarantors of Indebtedness represented by the notes to be issued on the date of the Indenture and the exchange notes and related guarantees to be issued pursuant to the registration rights agreement;

     (4) the incurrence by Capella or any Restricted Subsidiary 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 lease or the purchase price or cost of construction or improvement of property (real or personal), plant or equipment used in the business of Capella or such Restricted Subsidiary, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets, 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 $30.0 million at any time outstanding;

     (5) the incurrence by Capella or any Restricted Subsidiary of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to extend, defease, renew, refund, refinance or replace Indebtedness (other than intercompany Indebtedness) that was incurred under the first paragraph of this covenant or clauses (2), (3), (4), (15) or (19) of this paragraph;

     (6) the incurrence by Capella or any Restricted Subsidiary of intercompany Indebtedness between or among Capella and any Restricted Subsidiary; provided, however, that:

     (a) if Capella or a Guarantor is the obligor on such Indebtedness and the payee is not Capella or a Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations with respect to the notes or the Subsidiary Guarantees, as the case may be; and

     (b) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than Capella or a Restricted Subsidiary and (ii) any subsequent sale or other transfer of any such Indebtedness to a Person that is not either Capella or a Restricted Subsidiary shall be deemed, in each case, to constitute an incurrence of such Indebtedness by Capella or such Restricted Subsidiary, as the case may be;

     (7) the incurrence of Indebtedness of Capella or any Restricted Subsidiary consisting of guarantees, indemnities, holdbacks or obligations in respect of purchase price adjustments or similar obligations 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 of assets which are contingent on the performance of the assets acquired, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such assets or shares of Capital Stock of such Restricted Subsidiary for the purpose of financing such acquisition;

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     (8) the incurrence of Indebtedness of Capella or any Restricted Subsidiary represented by (a) letters of credit for the account of Capella or any Restricted Subsidiary or (b) other obligations to reimburse third parties pursuant to any surety bond or other similar arrangements, which letters of credit or other obligations, as the case may be, are issued in the ordinary course of business, including, without limitations, letters of credit and obligations in respect of workers’ compensation claims, payment obligations in connection with sales tax and insurance, including, health, disability or other employee benefits or property, casualty, liability insurance or self-insurance or other similar requirements;

     (9) the incurrence by Capella or any Restricted Subsidiary of Hedging Obligations that are incurred in the normal course of business and consistent with past business practices for the purpose of fixing or hedging currency or interest rate risk (including with respect to any floating rate Indebtedness that is permitted by the terms of the Indenture to be outstanding in connection with the conduct of their respective businesses and not for speculative purposes);

     (10) the Guarantee by Capella or any of the Guarantors of Indebtedness of Capella or a Restricted Subsidiary that was permitted to be incurred by another provision of this covenant;

     (11) the incurrence by Capella or any of its Restricted Subsidiaries of Indebtedness in the form of loans from Capella Surety;

     (12) the incurrence of Indebtedness evidenced by a Permitted Physician Partnership Note;

     (13) shares of Preferred Stock of a Restricted Subsidiary issued to Capella or a Restricted Subsidiary; provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to Capella or a Restricted Subsidiary) shall be deemed in each case to be an issuance of such shares of Preferred Stock;

     (14) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees provided by Capella or any Restricted Subsidiary or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business or consistent with past practice;

     (15) Indebtedness or Preferred Stock of Persons that are acquired by Capella or any Restricted Subsidiary or merged into Capella or a Restricted Subsidiary that is a Guarantor, or is or will become a Permitted Joint Venture, in accordance with the terms of the Indenture; provided that such Indebtedness or Preferred Stock is not incurred in connection with or in contemplation of such acquisition or merger; and provided, further, that after giving effect to such acquisition or merger, either (i) Capella or such Restricted Subsidiary would 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 this covenant or (ii) the Fixed Charge Coverage Ratio would be greater than immediately prior to such acquisition;

     (16) Indebtedness arising from the honoring by a bank or financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness, other than credit or purchase cards, is extinguished within five business days of its incurrence;

     (17) Physician Support Obligations incurred by Capella or any Restricted Subsidiary;

     (18) customer deposits and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary course of business;

     (19) Indebtedness consisting of the financing of insurance premiums; and

     (20) Indebtedness of Capella or any Restricted Subsidiary or Preferred Stock of Capella or any Restricted Subsidiary not otherwise permitted hereunder in an aggregate principal amount or liquidation preference which, when aggregated with the principal amount and liquidation preference of all other Indebtedness and Preferred Stock then outstanding and incurred pursuant to this clause (20), does not exceed at any one time outstanding, when taken

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together with any Refinancing Indebtedness in respect thereof, 5% of Consolidated Net Tangible Assets (it being understood that any Indebtedness or Preferred Stock incurred pursuant to this clause (20) shall cease to be deemed incurred or outstanding for purposes of this clause (20) but shall be deemed incurred for the purposes of the first paragraph of this covenant from and after the first date on which Capella or such Restricted Subsidiary could have incurred such Indebtedness or Preferred Stock under the first paragraph of this covenant without reliance on this clause (20)).

     For purposes of determining compliance with this “— Incurrence of Indebtedness and Issuance of Preferred Stock” covenant, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (20) above or is entitled to be incurred pursuant to the first paragraph of this covenant, in each case, Capella shall, in its sole discretion, classify (or later reclassify in whole or in part, in its sole discretion) such item of Indebtedness in any manner that complies with this covenant and such Indebtedness will be treated as having been incurred pursuant to such clauses or the first paragraph hereof, as the case may be, designated by Capella. Indebtedness under Credit Facilities outstanding on the date on which the notes are first issued and authenticated under the Indenture will be deemed to have been incurred on such date in reliance of the exception provided by clause (1) of the definition of Permitted Debt. Accrual of interest or dividends, the accretion of accreted value or liquidation preference and the payment of interest or dividends in the form of additional Indebtedness or Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes of this covenant. The maximum amount of Indebtedness that Capella and any Restricted Subsidiary may incur pursuant to this covenant shall not be deemed to be exceeded, with respect to any outstanding Indebtedness, solely as a result of fluctuations in the exchange note of currencies.

     Liens

     Capella will not, and will not permit any Restricted Subsidiary to, create, incur or assume any Liens (the “Initial Lien”) of any kind against or upon any of their respective properties or assets, or any proceeds, income or profit therefrom, that secure any Indebtedness, other than Permitted Liens, without effectively providing that the notes shall be secured equally and ratably with (or prior to) the obligations so secured for so long as such obligations are 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.

     Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

     Capella will not, and will not permit any Restricted Subsidiary 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:

     (a) pay dividends or make any other distributions on its Capital Stock to Capella or any Restricted Subsidiary, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to Capella or any Restricted Subsidiary;

     (b) make loans or advances to Capella or any Restricted Subsidiary; or

     (c) transfer any of its properties or assets to Capella or any Restricted Subsidiary.

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

     (1) agreements governing Existing Indebtedness, Credit Facilities and Hedging Obligations as in effect on the date of the Indenture 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 no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of the Indenture;

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     (2) the Indenture, the notes and the Subsidiary Guarantees;

     (3) applicable law, rule, regulation or order;

     (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by Capella or any Restricted Subsidiary as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock 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, or 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, licenses and other contracts entered into in the ordinary course of business or consistent with industry practices;

     (6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on that property of the nature described in clause (c) of the first paragraph of this covenant;

     (7) any agreement for the sale or other disposition of a Restricted Subsidiary or the assets of a Restricted Subsidiary that contains customary restrictions with respect to such Restricted Subsidiary pending its sale or other disposition or the sale or other disposition of its assets;

     (8) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of the covenant described above under the caption “— Liens” that limit the right of the debtor to dispose of the assets subject to such Liens;

     (9) any agreement relating to dividends in respect of Capital Stock of a Permitted Physician Partnership or a Permitted Joint Venture to Capella, any Restricted Subsidiary or Qualified Investor owning such Capital Stock to the extent that such dividends are made on a pro rata basis based on the aggregate ownership of such Permitted Physician Partnership or Permitted Joint Venture;

     (10) customary provisions, including but not limited to provisions with respect to the payment of distributions, or the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business;

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

     (12) other Indebtedness of Restricted Subsidiaries which Indebtedness is permitted to be incurred pursuant to an agreement entered into subsequent to the issue date in accordance with the covenant described under “— Incurrence of Indebtedness and Issuance of Preferred Stock” so long as the restrictions contained in such agreement are no more onerous in any material respect than the restrictions of the same type contained in the Indenture;

     (13) customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of Capella or any Restricted Subsidiary;

     (14) customary provisions contained in licenses of intellectual property and other similar agreements entered into in the ordinary course of business;

     (15) customary provisions restricting subletting or assignment of any lease governing a leasehold interest;

     (16) contracts entered into in the ordinary course of business, not related to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of Capella or any Restricted Subsidiary in any manner material to Capella or any Restricted Subsidiary; and

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     (17) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (16) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of Capella, no more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

     Merger, Consolidation or Sale of Assets

     Neither Capella nor any Guarantor may, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not Capella or such Guarantor, as the case may be, is the surviving corporation) or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of, in the case of Capella, Capella and the Guarantors taken as a whole, and in the case of any Guarantor, such Guarantor and its Subsidiaries that are Guarantors taken as a whole, in one or more related transactions, to another Person; unless:

     (1) either:

     (a) Capella or such Guarantor, as the case may be, is the surviving corporation; or

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

     (2) except as otherwise described with respect to the release (or inapplicability) of Subsidiary Guarantees of Guarantors under the caption “— Subsidiary Guarantees” above, the Person formed by or surviving any such consolidation or merger (if other than Capella or such Guarantor, as the case may be) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of Capella or such Guarantor, as the case may be, under the notes, the Indenture and the registration rights agreement pursuant to agreements reasonably satisfactory to the trustee;

     (3) immediately after such transaction no Default or Event of Default exists; and

     (4) except with respect to a consolidation or merger of Capella with or into a Guarantor, or a Guarantor with or into another Guarantor, Capella or such Guarantor, as the case may be, or the Person formed by or surviving any such consolidation or merger (if other than Capella or such Guarantor), 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, 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 under the caption “— Incurrence of Indebtedness and Issuance of Preferred Stock” above.

     Notwithstanding the preceding clause (4), any Restricted Subsidiary of Capella may consolidate with, merge into or transfer all or part of its properties and assets to Capella or a Guarantor Restricted Subsidiary, and Capella or any Restricted Subsidiary may merge with an Affiliate incorporated solely for the purpose of reincorporating Capella or such Restricted Subsidiary in another state of the United States or changing Capella or such Restricted Subsidiary’s entity type.

     In addition, Capella may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person.

     Except as described with respect to the release of Subsidiary Guarantees of Guarantors under the caption “— Subsidiary Guarantees” above, the entity formed by or surviving any consolidation or merger (if other than Capella or a Guarantor) will succeed to, and be substituted for, and may exercise every right and power of, such Guarantor under the Indenture.

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     If a direct or indirect parent organized or existing under the laws of the United States, any state of the United States or the District of Columbia (“Parent”) of Capella assumes the obligations under the Indenture in a transaction which meets the requirements of this “— Merger, Consolidation or Sale of Assets” covenant treating Parent as the successor company for purposes of such covenant, all obligations of Capella under the Indenture shall be discharged except to the extent that Capella is or becomes a Subsidiary, Restricted Subsidiary or Subsidiary Guarantor of the Notes. In such event, Parent will succeed to, and be substituted for, Capella under the Indenture, the Notes and the registration rights agreement.

     Designation of Restricted and Unrestricted Subsidiaries

     The Board of Directors of Capella 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 Capella and its Restricted Subsidiaries in the Subsidiary properly 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 Capella. 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 may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if the redesignation would not cause a Default.

     Transactions with Affiliates

     Capella will not, and will not permit any Restricted Subsidiary 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 (a) evidenced in writing if it involves transactions of $2.0 million or more and (b) is on terms that are no less favorable to Capella or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by Capella or such Restricted Subsidiary with an unrelated Person; and

     (2) Capella delivers to the trustee:

     (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, a resolution of the 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 the Board of Directors; and

     (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $35.0 million, an opinion as to the fairness to the Capella or such Restricted Subsidiary from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing.

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

     (1) transactions between or among Capella and/or any Restricted Subsidiary or an entity that becomes a Restricted Subsidiary as a result of such transaction;

     (2) sales of Equity Interests (other than Disqualified Stock) to Affiliates of Capella;

     (3) reasonable and customary directors’ fees, indemnification and similar arrangements, consulting fees, employee salaries, bonuses or employment agreements, compensation or employee benefit arrangements and incentive arrangements with any officer, director or employee of Capella or a Restricted Subsidiary entered into in the ordinary course of business;

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     (4) any transactions made in compliance with the covenant described above under the caption “— Restricted Payments” and Permitted Investments;

     (5) loans and advances (or cancellation of loans) to officers, employees and consultants of Capella or any Restricted Subsidiary in the ordinary course of business in accordance with the past practices of Capella or any Restricted Subsidiary;

     (6) transactions between any Permitted Physician Partnership or Permitted Joint Venture and Capella or any Restricted Subsidiaries pursuant to any Physician Partnership Management Agreements or Permitted Joint Venture Agreements, including payment of any fees by such Permitted Physician Partnership or Permitted Joint Venture to Capella or any Restricted Subsidiaries;

     (7) any agreement as in effect as of the date of the Indenture or any amendment thereto so long as any such amendment is not more disadvantageous to the holders in any material respect than the original agreement as in effect on the date of the Indenture;

     (8) the payment to Sponsors and any of their Affiliates of fees in connection with annual management, consulting and monitoring of Capella in an aggregate amount in any fiscal year not in excess of the greater of (a) $2.0 million and (b) 2.0% of Consolidated Cash Flow (less the amount pursuant clause (8) in the definition of “Consolidated Cash Flow) pursuant to any management or monitoring agreement in effect on the date of the Indenture;

     (9) payments by Capella or any Restricted Subsidiary to the Sponsors and any of their Affiliates made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with the Refinancing, acquisitions and divestitures, which payments are approved by a majority of the members of the Board of Directors of Capella in good faith and are made pursuant to agreements as in effect on the date of the indenture;

     (10) the existence of, or the performance by Capella or any of its Restricted Subsidiaries of its obligations under the terms of, its organizational documents (including any registration rights agreement or purchase agreements related thereto to which it is party on the issue date and any similar agreement that it may enter into thereafter); provided that the existence of, or the performance by Capella or any of its Restricted Subsidiaries of its obligations under any future amendment to its organizational documents or under any similar agreement or amendment thereto entered into after the issue date shall only be permitted by this clause (10) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to holders of the notes in any material respect;

     (11) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture that are fair to Capella and or the Restricted Subsidiaries, in the reasonable determination of the principal financial officer of Capella or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;

     (12) if otherwise permitted hereunder, the issuance of Equity Interests (other than Disqualified Stock) of Capella to any direct or indirect parent of Capella, or to any Permitted Holder;

     (13) any transaction with a Capella Surety in the ordinary course of operations of Capella Surety;

     (14) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans approved by the Board of Directors of Capella;

     (15) Investments by any of the Sponsors in securities of Capella or any of its Restricted Subsidiaries (and payment of reasonable out-of-pocket expenses incurred by such investors in connection therewith) so long as (i) the investment is being offered generally to other investors on the same or more favorable terms and (ii) the investment constitutes less than 5% of the proposed or outstanding issue amount of such class of securities; and

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     (16) transactions with joint ventures in Permitted Businesses entered into in the ordinary course of business and in a manner consistent with past practice.

     Additional Subsidiary Guarantees

     If any Restricted Subsidiary of Capella guarantees Indebtedness of Capella, or are named borrowers, under any Credit Facility, then that Restricted Subsidiary will, for so long as such Restricted Subsidiary guarantees, and/or remains obligated under, any Credit Facility, be a Guarantor and execute a supplemental Indenture and deliver an opinion of counsel satisfactory to the trustee within 20 Business Days of the date of such occurrence.

     Sale and Leaseback Transactions

     Capella will not, and will not permit any Restricted Subsidiary to, enter into any sale and leaseback transaction; provided that Capella or any Restricted Subsidiary may enter into a sale and leaseback transaction if:

     (1) Capella or that Restricted Subsidiary could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in the first paragraph of the covenant described above under the caption “— Incurrence of Indebtedness and Issuance of Preferred Stock” and (b) secured such Indebtedness pursuant to the covenant described above under the caption “— Liens”;

     (2) the gross cash proceeds of that sale and leaseback transaction are at least equal to the fair market value, as determined in good faith by the Board of Directors and set forth in an officers’ certificate delivered to the trustee, of the property that is the subject of that sale and leaseback transaction; and

     (3) the transfer of assets in that sale and leaseback transaction is permitted by, and Capella applies the proceeds of such transaction in compliance with, the covenant described above under the caption “— Repurchase at the Option of Holders — Asset Sales.”

     Business Activities

     Capella will not, and will not permit any Subsidiary to, engage in any business other than Permitted Businesses, except to such extent as would not be material to Capella and its Subsidiaries taken as a whole.

     Payments for Consent

     Capella will not, and will not permit any Restricted Subsidiary to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any holder of notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the notes unless such consideration is offered to be paid and is paid to all holders of the notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

     Reports

     Whether or not required by the SEC, so long as any notes are outstanding, Capella will furnish to the trustee and the holders of notes, 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 Capella were required to file such Forms, including a “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 Capella’s certified independent accountants; and

     (2) all current reports that would be required to be filed with the Commission on Form 8-K if Capella were required to file such reports.

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     Provided, however, Capella is not be required to provide information regarding management compensation information, nor to comply with all aspects of the Sarbanes-Oxley Act of 2002. If Capella has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph will include a reasonably detailed summary presentation, either on the face of the financial statements or in the footnotes thereto, and if Capella or any of its Restricted Subsidiaries has made an Investment of at least $1.0 million in such Unrestricted Subsidiary, in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of Capella and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of Capella.

Events of Default and Remedies

     Each of the following is an Event of Default:

     (1) default for 30 days in the payment when due of interest or Additional Interest, if any, on the notes;

     (2) default in payment when due of the principal of or premium, if any, on the notes;

     (3) failure by Capella or any Restricted Subsidiary to comply with the provisions described under the caption “— Certain Covenants — Merger, Consolidation or Sale of Assets”;

     (4) failure by Capella or any Restricted Subsidiary to comply with any of its other agreements in the Indenture or the notes for 60 days from delivery of a notice and demand to remedy from the trustee or Holders of 25% or more in aggregate principal amount of the notes;

     (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 Capella or any Restricted Subsidiary (or the payment of which is guaranteed by Capella or any Restricted Subsidiary other than Indebtedness owed to Capella or a Restricted Subsidiary) whether such Indebtedness or Guarantee now exists, or is created after the date of the Indenture, if that default:

     (a) is caused by a failure to pay principal on such Indebtedness after giving effect to any applicable 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 $20.0 million or more;

     (6) failure by Capella or any Significant Subsidiary to pay final judgments (other than any judgments covered by insurance policies) aggregating in excess of $20.0 million, which judgments are not paid, discharged or stayed for a period of 60 days after such judgment has become final and an enforcement proceeding has been commenced by a creditor upon such judgment or decree which is not promptly stayed;

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

     (8) certain events of bankruptcy or insolvency described in the Indenture with respect to Capella or any Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary.

     In the case of an Event of Default specified in (3) above, 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

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the holders of at least 25% in principal amount of the then outstanding notes may declare all the notes to be due and payable by notice in writing to Capella and the trustee specifying the Event of Default and that it is a “notice of acceleration” and the same shall become immediately due and payable.

     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 notes is in their interest, except a Default or Event of Default relating to the payment of principal or interest.

     The Indenture provides that, at any time after a declaration of acceleration with respect to the notes issued under the Indenture as described in the preceding paragraph, the holders of a majority in principal amount of the outstanding notes issued under the Indenture may rescind and cancel such declaration and its consequences:

     (1) if the rescission would not conflict with any judgment or decree;

     (2) if all existing Events of Default have been cured or waived except nonpayment of principal or interest, including any Additional Interest, if any, that has become due solely because of the acceleration;

     (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid;

     (4) if we have paid the trustee its reasonable compensation and reimbursed the trustee for its expenses, disbursements and advances; and

     (5) in the event of the cure or waiver of an Event of Default of the type described in clause (3) of the description above of Events of Default, the trustee shall have received an officers’ certificate and an opinion of counsel that such Event of Default has been cured or waived.

     No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto.

     The holders of at least 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 Additional Interest, if any, on, or the principal of, the notes.

     In the event of any Event of Default specified in clause (6) of the first paragraph above, such Event of Default and all consequences thereof (excluding, however, any resulting payment default) will be annulled, waived and rescinded, automatically and without any action by the trustee or the holders of the notes, if within 20 days after such Event of Default arose Capella delivers an officers’ certificate to the trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the notes as described above be annulled, waived or rescinded upon the happening of any such events.

     In the case of any Event of Default occurring by reason of any willful action or inaction taken or not taken by or on behalf of Capella with the intention of avoiding payment of the premium that Capella would have had to pay if Capella then had elected to redeem the notes pursuant to the optional redemption provisions of the Indenture, an equivalent premium will also become and be immediately due and payable to the extent permitted by law upon the acceleration of the notes. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of Capella with the intention of avoiding the prohibition on redemption of the notes, then the premium specified in the Indenture will also become immediately due and payable to the extent permitted by law upon the acceleration of the notes.

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     Capella 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, Capella 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 Capella or any Guarantor or any direct or indirect parent entity, as such, has or will have any liability for any obligations of Capella 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 and/or exchange of the notes. The waiver may not be effective to waive liabilities under the federal securities laws.

Legal Defeasance and Covenant Defeasance

     Capella may, at its option and at any time, elect to have all of its obligations discharged with respect to the Indenture and the outstanding notes and all obligations of the Guarantors discharged with respect to the Indenture, the notes and 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 and Additional Interest, if any, on such notes when such payments are due from the trust referred to below;

     (2) Capella’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 Capella’s and the Guarantors’ obligations in connection therewith; and

     (4) the Legal Defeasance provisions of the Indenture.

     In addition, Capella may, at its option and at any time, elect to have the obligations of Capella 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, certain events (other non-payment, bankruptcy, receivership, rehabilitation and insolvency events with respect to Capella, but excluding the Restricted Subsidiaries) described under “— Events of Default and Remedies” will no longer constitute an Event of Default with respect to the notes. If Capella exercises its Legal Defeasance or Covenant Defeasance Option, each Guarantor will be released from all of its obligations with respect to its Subsidiary Guaranty.

     In order to exercise either Legal Defeasance or Covenant Defeasance:

     (1) Capella must irrevocably deposit with the trustee, in trust, for the benefit of the holders of the notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized firm of independent registered public accountants, to pay the principal of, or interest and premium and Additional Interest, if any, on the outstanding notes on the stated maturity or on the applicable redemption date, as the case may be, and Capella must specify whether the notes are being defeased to maturity or to a particular redemption date;

     (2) in the case of Legal Defeasance, Capella has delivered to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that (a) Capella has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of the Indenture, 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, subject to customary assumptions and exclusions, 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

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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, Capella has delivered to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that, subject to customary assumptions and exclusions, 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 granting of Liens in connection therewith);

     (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) to which Capella or any of its Restricted Subsidiaries is a party or by which Capella or any of its Restricted Subsidiaries is bound;

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

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

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):

     (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 (other than repurchase of the notes relating to the covenant (and applicable definitions) described under the caption “— Repurchase at the Option of Holders — Change of Control” above);

     (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 or Additional Interest, if any, 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 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 (including applicable definitions) 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 or Additional Interest, if any, on the notes;

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     (7) waive a redemption or repurchase payment with respect to any note (other than a payment required by the provisions described under the caption “— Repurchase at the Option of Holders” above);

     (8) make any change in any Subsidiary Guarantees that would adversely affect the holders of the notes; or

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

     Notwithstanding the preceding, without the consent of any holder of notes, Capella, the Guarantors 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 Capella’s obligations to holders of notes in the case of a merger or consolidation or sale of all or substantially all of Capella’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 provide for or confirm the issuance of additional notes otherwise permitted to be incurred by the Indenture;

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

     (7) to release a Subsidiary Guarantee;

     (8) to evidence and provide for the acceptance and appointment under the Indenture of a successor trustee; or

     (9) 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 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 Capella, 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 or are to be called for redemption within one year, and Capella has irrevocably deposited or caused to be deposited with the trustee as trust funds in trust solely for the benefit of the holders, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination of cash in U.S. dollars and non-callable U.S. Government Securities, in such amounts as will be sufficient 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 Additional Interest, if any, and accrued interest to the date of maturity or redemption;

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     (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which Capella or any Guarantor is a party or by which Capella or any Guarantor is bound;

     (3) Capella has paid or caused to be paid all sums payable by it under the Indenture; and

     (4) in the event of a deposit as provided in clause 1(b) above, Capella 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, Capella 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.

Concerning the Trustee

     If the trustee becomes a creditor of Capella 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 (1) eliminate such conflict within 90 days, (2) apply to the Commission for permission to continue or (3) 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 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.

Governing Law

     The Indenture, the notes, the Subsidiary Guarantees and the registration rights agreement are governed by, and construed in accordance with, the laws of the State of New York.

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.

     “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 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 Subsidiary of, such specified Person; and

     (2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

     “Additional Interest” means all additional interest then owing pursuant to the registration rights agreement.

     “Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling or that is controlled by or is under common control with each Person that is the beneficial owner of 10% or more of any class of Voting Stock of such Person. For the purposes of this definition, “control” means the possession of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

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     “Asset Sale” means (1) the sale, lease, transfer, conveyance or other disposition of any assets or rights, (each referred to in this definition as a “disposition”); and (2) the issuance of Equity Interests in any of Capella’s Restricted Subsidiaries or sale of Equity Interests in any of its Restricted Subsidiaries.

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

     (1) any single disposition or series of related dispositions that involves assets having a Fair Market Value of less than $5.0 million;

     (2) any disposition of assets between or among Capella and its Restricted Subsidiaries;

     (3) any issuance or sale of Equity Interests by a Restricted Subsidiary to Capella or to another Restricted Subsidiary;

     (4) a Restricted Payment that is permitted by the covenant described above under the caption “— Certain Covenants — Restricted Payments” or a Permitted Investment;

     (5) any disposition of (i) inventory in the ordinary course of business, or (ii) property or assets that are obsolete, damaged or worn out, including equipment and that are no longer useful in the conduct of Capella or its Subsidiaries’ business and that is disposed of in the ordinary course of business;

     (6) the disposition of all or substantially all of the assets of Capella and its Restricted Subsidiaries in a manner permitted pursuant to the covenant contained under the caption “— Certain Covenants — Merger, Consolidation or Sale of Assets” or any disposition that constitutes a Change of Control pursuant to the indenture;

     (7) the license, lease or sublease of any real or personal property in the ordinary course of business;

     (8) any issuance or sale of Equity Interests in a Permitted Joint Venture, or in connection with the formation of a Permitted Joint Venture, pursuant to agreements relating to such Permitted Joint Venture, provided that the consideration received by Capella and its Restricted Subsidiaries will be exempted from the definition of “Asset Sale” under this clause (8) only insofar as such consideration consists of assets other than cash, Cash Equivalents or assets that would be deemed to be under paragraph (2) of the covenant contained under the caption “— Repurchase at the Option of Holders — Asset Sales”;

     (9) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

     (10) any disposition of assets received by Capella or any Restricted Subsidiary upon foreclosure on a Lien or receivables owing to Capella or any Restricted Subsidiary for the purpose of collection of outstanding balances in the ordinary course of business consistent with past practice;

     (11) the licensing or sub-licensing of intellectual property or other general intangibles in the ordinary course of business, other than the licensing of intellectual property on a long-term basis;

     (12) any surrender or waiver of contract rights or the settlement, release or surrender of contract rights or other litigation claims in the ordinary course of business; and

     (13) any Permitted Asset Swap.

     “Attributable Debt” in respect of a sale and leaseback transaction means, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP.

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     “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 committee thereof duly authorized to act on behalf of the board;

     (2) with respect to a limited liability company, the board of directors or other governing body, and in the absence of same, the manager or board of managers or the managing member or members or any controlling committee thereof;

     (3) with respect to a partnership, the Board of Directors of the general partner of the partnership; and

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

     “Business Day” means a day of the year on which banks are not required or authorized to close in New York City.

     “Capella Surety” means a captive, wholly-owned Subsidiary of Holdings established for the purpose of insuring the businesses or facilities owned or operated by Capella or any of its Subsidiaries, including but not limited to healthcare facilities, any joint venture of Capella or any of its Subsidiaries or any physician or other personnel employed by or on the medical staff of any such business or facility.

     “Capital Lease” means, with respect to any Person, any lease of, or other arrangement conveying the right to use, property by such Person as lessee that would be accounted for as capitalized liability on a balance sheet of such Person prepared in conformity with GAAP.

     “Capital Lease Obligations” means, with respect to any Person, the capitalized amount of all Consolidated obligations of such Person under Capital Leases determined 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) U.S. dollars;

     (2) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government (provided that the full faith and credit of the United States is pledged in support of those securities) having maturities of not more than one year from the date of acquisition;

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     (3) certificates of deposit and time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case, with any lender party to the Credit Agreement or with any domestic commercial bank having capital and surplus in excess of $500.0 million;

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

     (5) commercial paper rated at least A-1 by S&P or at least P-1 by Moody’s and in each case maturing within one year after the date of acquisition;

     (6) investment or money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (5) of this definition;

     (7) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any State or commonwealth of the United States of America, or by any political subdivision or taxing authority thereof, and rated at least A-1 by S&P or P-1 by Moody’s; and

     (8) money market funds that (i) comply with the criteria set forth in Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated A-1 by S&P and P-1 by Moody’s and (iii) have portfolio assets of at least $500.0 million.

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

     (1) prior to the completion of any initial public offering of the stock of Holdings or Capella generating (individually or in the aggregate together with any prior initial public offering) net cash proceeds in an amount that equals or exceeds $100,000,000, either (a) Permitted Holders shall cease to, directly or indirectly, own and control (a) more than 50% of the Voting Stock of Holdings and Capella, on a fully diluted basis, or (b) at least a percentage of the outstanding Voting Stock of Holdings necessary to elect at any time a majority of the board of directors (or similar governing body) of Holdings and Capella or (b) a Person other than a Permitted Holder acquires all or substantially all of the properties or assets of Capella and its Restricted Subsidiaries taken as a whole;

     (2) on and after completion of any initial public offering referenced in clause (1) above, any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the United States Securities Exchange Act of 1934, including any group acting for the purpose of acquiring, holding, voting or disposing of Securities within the meaning of Rule 13d5(b)(1) of the United States Securities Exchange Act of 1934) other than the Permitted Holder shall (a) become the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the United States Securities Exchange Act of 1934, except that each Person will be deemed to have “beneficial ownership” of all Equity Interests that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the then outstanding Voting Stock of Holdings or Capella or (b) acquire all or substantially all of the properties or assets of Capella and its Restricted Subsidiaries taken as a whole (for purposes of this clause (2), such person or group shall be deemed to beneficially own any Voting Stock of any Person held by any other Person as long as such person or group beneficially owns, directly or indirectly, in the aggregate at least a majority of the total voting power of the Voting Stock of such other Person);

     (3) during any period of twelve consecutive calendar months, individuals who, at the beginning of such period, constituted the Board of Directors (or similar governing body) of Holdings and Capella (together with any new directors nominated by the Sponsor and directors whose election by the Board of Directors of Holdings or whose nomination for election by the members of Holdings was approved by a vote of at least a majority of the directors (or members of a similar governing body) then still in office who either were directors at the beginning of such period or whose elections or nomination for election was previously so approved) cease for any reason other than death or disability to constitute a majority of the directors (or members of a similar governing body) then in office; or

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     (4) Holdings shall cease to own and control directly or indirectly all of the economic and voting rights associated with all of the outstanding Stock of Capella.

     “Commission” means the Securities and Exchange Commission.

     “Consolidated” means, with respect to any Person, the consolidation of accounts of such Person and its Subsidiaries 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 loss plus any net loss realized by such Person or any of its Subsidiaries in connection with an Asset Sale, to the extent such losses were deducted in computing such Consolidated Net Income; plus

     (2) provision for taxes based on income or profits or capital of such Person and its Restricted Subsidiaries for such period including, without limitation, state, franchise and similar taxes (including any distribution of the type described in item (10) of the second paragraph of “— Certain Covenants — Restricted Payments”), 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, imputed interest with respect to Attributable Debt, 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) any reasonable expenses or charges related to the Credit Facilities, any Equity Offering, Permitted Investment, acquisition, recapitalization or Indebtedness permitted to be incurred under the Indenture (including a refinancing thereof) (in each case of the preceding, whether or not successful consummated); plus

     (5) the amount of any restructuring charges (which, for the avoidance of doubt, shall include retention, severance, systems establishment cost or excess pension charges); plus

     (6) the non-controlling interest expense consisting of subsidiary income attributable to minority equity interests of third parties in any non-wholly-owned Subsidiary in such period or any prior period, except to the extent of dividends declared or paid on Equity Interests held by third parties; plus

     (7) the amount of any expense to the extent a corresponding amount is received in cash by Capella and its Restricted Subsidiaries from a Person other than Capella or any Subsidiary of Capella under any agreement providing for reimbursement of any such expense; provided such reimbursement payment has not been included in determining Consolidated Net Income (it being understood that if the amounts received in cash under any such agreement in any period exceed the amount of expense in respect of such period, such excess amounts received may be carried forward and applied against expense in future periods); plus

     (8) the amount of management, consulting, monitoring and advisory fees and related expenses paid to the Sponsors or any other Permitted Holder (or any accruals related to such fees and related expenses) during such period; provided that such amount shall not exceed in any four quarter period the greater of (x) $2.0 million and (y) 2.0% of Consolidated Cash Flow of Capella and its Restricted Subsidiaries for each period; plus

     (9) without duplication, any other non-cash charges (including, but not limited to any impairment charges); plus

     (10) any net losses resulting from Hedging Obligations entered into in the ordinary course of business; plus

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     (11) an amount equal to any loss from discontinued operations of such Person or any of its Subsidiaries to the extent such loss was deducted in computing such Consolidated Net Income; plus

     (12) depreciation, amortization (including amortization of goodwill and other intangibles and deferred financing fees 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 expenses to be paid in cash in any future 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; minus

     (13) non-cash items increasing such Consolidated Net Income for such period, other than the accrual of, or cash reserve for, cash charges or asset valuation adjustments or revenue in the ordinary course of business;

     in each case, on a Consolidated basis.

     “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) any net after-tax extraordinary, unusual or nonrecurring gains or losses (less all fees and expenses relating thereto) or income or expense or charge (including, without limitation, severance, relocation and other restructuring costs) including, without limitation, any severance expense and fees, expenses or charges related to any offering of Equity Interests of such Person, any Investment or Indebtedness permitted to be incurred under the Indenture, including all fees, expenses and charges related to the initial borrowings under the Credit Agreement, the offering of the notes and the use of proceeds therefrom, in each case as described in the Prospectus, in each case shall be excluded;

     (2) the Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period;

     (3) any net after-tax income or loss from discontinued operations and any net after-tax gain or loss on disposal of discontinued operations shall be excluded;

     (4) any net after-tax gains or losses (less all fees and expenses or charges relating thereto) attributable to business dispositions or asset dispositions other than in the ordinary course of business (as determined in good faith by the Board of Directors of Capella) shall be excluded;

     (5) any net after-tax income or loss (less all fees and expenses or charges relating thereto) attributable to the early extinguishment of indebtedness shall be excluded;

     (6) (a) the Net Income for such period of any Person that is not, or that is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be included only to the extent of the amount of dividends or distributions or other payments in respect of equity that are actually paid in cash (or to the extent converted into cash) by the referent Person to Capella or a Restricted Subsidiary thereof in respect of such period and (b) without duplication, the Net Income for such period shall include any dividend, distribution or other payments in respect of equity paid in cash by such Person to Capella or a Restricted Subsidiary thereof in excess of the amounts included in clause (a);

     (7) any non-cash impairment charges resulting from the application of GAAP and the amortization of intangibles pursuant to GAAP, shall be excluded and any increase in amortization or depreciation or any one-time non-cash charges resulting from purchase accounting in connection with any acquisition that is consummated after the Issue Date shall be excluded;

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     (8) any non-cash compensation expense realized from grants of stock appreciation or similar rights, stock options or other rights to officers, directors and employees of such Person or any of its Restricted Subsidiaries shall be excluded;

     (9) any net unrealized gain or loss (after any offset) resulting in such period from Hedging Obligations and the application of GAAP shall be excluded; and

     (10) the Net Income for such period of any Restricted Subsidiary (other than a Guarantor) shall be excluded if the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the 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, unless such restriction with respect to the payment of dividends or in similar distributions has been legally waived; provided that Consolidated Net Income of such Person shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) by such Person to Capella or any Restricted Subsidiary thereof in respect of such period, to the extent not already included therein.

     “Consolidated Net Tangible Assets” means, as of each date of determination, the total amount of assets of Capella and its Restricted Subsidiaries, after deducting therefrom (a) all current liabilities of Capella and its Restricted Subsidiaries (excluding (i) the current portion of long-term Indebtedness, (ii) inter-company liabilities and (iii) any liabilities which are by their terms renewable or extendable at the option of the obligor thereon to a time more than twelve months from the time as of which the amount thereof is being computed), and (b) all goodwill, intangibles assets, other assets and deferred tax assets of Capella and its Restricted Subsidiaries, all as set forth on the latest balance sheet of Capella.

     “Credit Agreement” means that certain credit agreement, dated as of June 28, 2010, among Capella, Bank of America, N.A., as administrative agent and collateral agent, and lenders thereunder, including any related notes, guarantees, collateral documents, instruments, letters of credit and agreements executed in connection therewith, and in each case as amended, restated, modified, renewed, refunded, replaced (by one or more credit facilities, debt instruments and/or related documentation) or refinanced (in whole or in part) from time to time, including, without limitation, any agreement increasing the amount of, extending the maturity of or refinancing in whole or in part (including, but not limited to, by the inclusion of additional or different lenders or financial institutions thereunder or additional borrowers or guarantors thereof) all or any portion of the Indebtedness under such agreement or any successor agreement or agreements and whether by the same or any other agent, lender or group of lenders or other financial institutions.

     “Credit Facilities” means, one or more debt facilities or agreements (including, without limitation, the Credit Agreement) or commercial paper facilities, in each case with banks or other institutional lenders or investors 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) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced (including any agreement to extend the maturity thereof and adding additional borrowers or guarantors) in whole or in part from time to time under the same or any other agent, lender or group of lenders and including increasing the amount of available borrowings thereunder; provided that such increase is permitted by the “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock” covenant above.

     “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 the fair market value of non-cash consideration received by Capella or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an officers’ certificate setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of such Designated Non-cash Consideration.

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     “Designated Preferred Stock” means Preferred Stock of Capella or any direct or indirect parent company of Capella (other than Disqualified Stock), that is issued for cash (other than to Capella or any of its Subsidiaries or an employee stock ownership plan or trust established by Capella or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officers’ Certificate, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (c)(ii) of the covenant described under “— Certain Covenants — Restricted Payments.”

     “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 (other than as a result of a change of control or asset sale), pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock (other than as a result of a change of control or asset sale), in whole or in part, on or prior to the date that is 91 days after the date on which the notes mature or the date the notes are no longer outstanding. Notwithstanding the preceding sentence, (i) any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require Capella or a Subsidiary to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock; and (ii) if such Capital Stock is issued to any plan for the benefit of employees of Capella or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by either of Capella or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

     “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 private or public sale of common stock of Capella other than (i) public offerings with respect to common stock of the Capella or of any direct or indirect parent corporation of Capella registered on Form S-8 (or any successor form that provides for registration of securities offered to employees of the registrant) and (ii) any such public or private sale that constitutes an Excluded Contribution.

     “Excluded Contribution” means net cash proceeds, marketable securities or Qualified Proceeds, in each case received after the date of the Indenture by Capella and its Restricted Subsidiaries from:

     (1) contributions to its common equity capital; and

     (2) the sale (other than to a Subsidiary of Capella or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of Capella or any Subsidiary of Capella) of Capital Stock (other than Disqualified Stock), in each case designated as Excluded Contributions pursuant to an Officers’ Certificate on the date such capital contributions are made or the date such Equity Interests are sold, as the case may be, which are excluded from the calculation set forth in clause (c) of the first paragraph of the covenant contained under the caption “— Certain Covenants — Restricted Payments.”

     “Existing Indebtedness” means Indebtedness of Capella and its Restricted Subsidiaries (other than Indebtedness under the Indenture governing the notes and the Credit Agreement) in existence on the date of the Indenture, until such amounts are repaid.

     “Fair Market Value” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of either party:

     (1) in the case of a value less than $15.0 million, determined in good faith by the principal financial officer of Capella;

     (2) in the case of a value in excess of $15.0 million, determined by the Board of Directors whose resolutions with respect thereto set forth in an officers’ certificate; and

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     (3) in the case of a value in excess of $25.0 million, determined by an opinion or appraisal supporting such valuation from an accounting, appraisal or investment banking firm of national standing.

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

     (1) the consolidated net 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, imputed interest with respect to Attributable Debt, 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 net interest expense 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, whether or not such Guarantee or Lien is called upon; plus

     (4) 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 Capella or to Capella or a Restricted Subsidiary of Capella (excluding items eliminated upon consolidation).

     “Fixed Charge Coverage Ratio” means with respect to any specified Person for any period, the ratio of 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 Disqualified Stock or 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 shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock or 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, acquisitions, dispositions, mergers or consolidations (as determined in accordance with GAAP) that have been made by Capella or any Restricted Subsidiary during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Calculation Date shall be calculated on a pro forma basis assuming that all such acquisitions, dispositions, mergers or consolidations (and the change in any associated fixed charge obligations and the change in Consolidated Cash Flow resulting therefrom) had occurred on the first day of the four-quarter reference period, and if since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into Capella or any Restricted Subsidiary since the beginning of such period shall have made any acquisition, disposition, merger or consolidation that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such acquisition, disposition, merger or consolidation had occurred at the beginning of the applicable four-quarter period.

     For purposes of this definition, whenever pro forma effect is to be given to an acquisition, the pro forma calculations shall be determined in good faith by the principal financial or accounting officer of Capella and such pro forma calculations may include operating expense reductions for such period directly attributable to the acquisition which is being given pro forma effect that were actually implemented prior to the Calculation Date and are supportable and quantifiable by the underlying accounting records or for which the steps necessary for realization have been taken or will be taken within six months following any such acquisition, including, but not limited to, the execution or termination of any contracts, the termination of any personnel or the closing (or approval by the Board of Directors of Capella of any closing) of any facility, as applicable; provided that, in either case, such adjustments are set forth in an Officers’ Certificate signed by the principal financial and accounting officer of

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Capella which states (i) the amount of such adjustment or adjustments, (ii) that such adjustment or adjustments comply with the requirements of this provision and are based on the reasonable good faith beliefs of the officers executing such Officers’ Certificate at the time of such execution and (iii) that any related incurrence of Indebtedness is permitted pursuant to the Indenture. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation and Attributable Debt in respect of sale and leaseback transactions shall be deemed to accrue at an interest rate reasonably determined by the principal financial or accounting officer of Capella to be the rate of interest implicit in such Capitalized Lease Obligation or Attributable Debt in respect of sale and leaseback transactions 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 Capella may designate.

     “GAAP” means generally accepted accounting principles in the United States of America as in effect on the date of the Indenture set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and the statements and pronouncements of the Financial Accounting Standards Board, or in such other statements by such other entity as may be in general use by significant segments of the accounting profession, that are applicable to the circumstances as of the date of determination.

     “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 (other than any pledges of assets by Permitted Physician Partnerships or Permitted Joint Ventures pursuant to any Credit Facility) or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness.

     “Guarantors” means each of:

     (1) Capella’s Restricted Subsidiaries that guarantee Indebtedness of Capella, or are named borrowers, under any Credit Facility; and

     (2) any other Subsidiary that has executed or 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 such Person from its 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

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

     “Holdings” means Capella Holdings, Inc., a Delaware corporation.

     “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);

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     (3) in respect of banker’s acceptances;

     (4) representing Capital Lease Obligations;

     (5) representing the balance deferred and unpaid of the purchase price of any property, except (a) any such balance that constitutes an accrued expense or trade payable or similar obligation to a trade creditor; and (b) reimbursement obligations in respect of trade letters of credit obtained in the ordinary course of business with expiration dates not in excess of 365 days from the date of issuance (x) to the extent undrawn or (y) if drawn, to the extent repaid in full within 20 business days of any such drawing; 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 (excluding the footnotes thereto) 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 (provided that contingent obligations incurred in the ordinary course of business and not in respect of borrowed money shall be deemed not to constituted Indebtedness).

     The amount of any Indebtedness outstanding as of any date will be:

     (a) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount; and

     (b) the principal amount of the Indebtedness, together with any interest on the Indebtedness that is more than 30 days past due, in the case of any other Indebtedness.

     “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 accounts receivable, trade credit, advances to customers or suppliers, commission, travel and similar advances, fees and compensation paid to officers, directors and employees made in the ordinary course of business and to the extent recorded in conformity with GAAP on the balance sheet of Capella or a Restricted Subsidiary, prepaid expenses or deposits, endorsements for collections or deposits, in each case arising 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 (excluding the footnotes thereto) prepared in accordance with GAAP. If Capella or any Subsidiary of Capella sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary of Capella such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of Capella, Capella 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 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.” The acquisition by Capella or any Subsidiary of Capella of a Person that holds an Investment in a third Person will be deemed to be an Investment by Capella or such 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.”

     “Investment Grade Securities” means:

     (1) securities issued by the U.S. government or by any agency or instrumentality thereof and directly and fully guaranteed or insured by the U.S. government (other than Cash Equivalents) and in each case with maturities not exceeding one year from the date of acquisition;

     (2) investments in any fund that invests exclusively in investments of the type described in clause (1) which fund may also hold immaterial amounts of cash pending investment and/or distribution; and

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     (3) corresponding instruments in countries other than the United States customarily utilized for high quality investments and in each case with maturities not exceeding one year from the date of acquisition.

     “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.

     “Medicaid” means that certain means-tested entitlement program under Title XIX of the Social Security Act of 1965, which provides federal grants to states for medical assistance based on specific eligibility criteria, as set forth in Section 1396, et seq. of Title 42 of the United States Code.

     “Medicare” means that government-sponsored entitlement program under Title XVIII of the Social Security Act of 1965, which provides for a health insurance system for eligible elderly and disabled individuals, as set forth in Section 1396, et seq. of Title 42 of the United States Code.

     “Moody’s” means Moody’s Investors Service, Inc.

     “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 or accretion of any Preferred Stock.

     “Net Proceeds” means the aggregate cash proceeds received by Capella or any of 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 excluding the assumption by the acquiring Person of Indebtedness relating to the disposed assets or other consideration received in any non-cash form), net of the direct costs relating to such Asset Sale and the sale or disposition of such non-cash consideration, including, without limitation, legal, accounting and investment banking fees, and brokerage and sales commissions, and any relocation expenses incurred as a result of the Asset Sale, taxes paid or payable as a result of the Asset Sale, and payments required to be made to holders of interests in Restricted Subsidiaries or joint ventures as a result of such Asset Sale, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, and amounts required to be applied to the repayment of Indebtedness, required to be paid as a result of such transaction, any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP, and any reserve against liabilities associated with the asset disposed of in such transaction and retained by Capella or a Restricted Subsidiary after such sale or other disposition, including, without limitation, pension and other post-employment benefit liabilities, and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.

     “Non-Recourse Debt” means Indebtedness:

     (1) as to which neither Capella nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender;

     (2) no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time of both any holder of any other Indebtedness (other than the Notes) of Capella or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity; and

     (3) as to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of Capella or any of its Restricted Subsidiaries.

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

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     “Permitted Asset Swap” means sales, transfers or other dispositions of assets, including all of the outstanding Capital Stock of a Restricted Subsidiary, for consideration at least equal to the fair market value of the assets sold or disposed of, but only if the consideration received consists of Capital Stock of a Person that becomes a Restricted Subsidiary engaged in, or property or assets (other than cash, except to the extent used as a bona fide means of equalizing the value of the property or assets involved in the swap transaction) of a nature or type or that are used in, a business having property or assets of a nature or type, or engaged in a business similar or related to the nature or type of the property and assets of, or business of, Capella and the Restricted Subsidiaries existing on the date of such sale or other disposition.

     “Permitted Business” means the lines of business conducted by Capella and its Restricted Subsidiaries on the date of the Indenture and the businesses reasonably related, incidental, similar or ancillary thereto or a reasonable extension, development or expansion thereof, including the ownership, operation and/or management of a hospital or other facility or business that is used or useful in or related to the healthcare industry or the provision of healthcare services, or any captive insurance company in connection with the ownership, operation and/or management of a hospital or ancillary to the provision of healthcare services or information or the investment in or management, lease or operation of a hospital or outpatient clinic and any captive insurance company.

     “Permitted Holders” means, at any time, each of (i) the Sponsors and their Affiliates (not including, however, any portfolio companies of any of the Sponsors); and (ii) one or more of the executive officers of Capella as of the date of the Indenture as listed in this prospectus under the caption “Management” (excluding any representatives of the Sponsors and their Affiliates). Any person or group whose acquisition of beneficial ownership constitutes a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of the Indenture will thereafter, together with its Affiliates, constitute an additional Permitted Holder.

     “Permitted Investments” means:

     (1) any Investment in (i) Capella or (ii) a Restricted Subsidiary; provided, however, that with respect to any Investment in a Restricted Subsidiary which is a Permitted Physician Partnership or Permitted Joint Venture and in either case not a Guarantor, then such Investment shall be (x) pursuant to a Permitted Physician Partnership Note or Permitted Joint Venture Note and/or a cash management agreement of the type described in the definitions of “Physician Partnership Management Agreements” and “Permitted Joint Venture Management Agreements” and/or (y) an Investment in Capital Stock of such Permitted Physician Partnership or Permitted Joint Venture; provided further, however, that (A) with respect to any Investment in or designation of a Restricted Subsidiary which is a Permitted Joint Venture and not a Guarantor, no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Investment in or designation of a Permitted Joint Venture and after giving pro forma effect to such Investment or designation and any related transactions, Capella could 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 “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock” and (B) if such Investment is an Investment in Capital Stock of such Permitted Physician Partnership or Permitted Joint Venture, Consolidated Cash Flow (less minority interests in earnings of consolidated subsidiaries) would be not less than Consolidated Cash Flow (less minority interests in earnings of consolidated subsidiaries) immediately before such Investment;

     (2) any Investment in Cash Equivalents and Investment Grade Securities;

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

     (a) such Person becomes a Restricted Subsidiary (other than a Permitted Joint Venture which is not a Guarantor); or

     (b) such Person , in one or a series of related transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, Capella or a Restricted Subsidiary (other than a Permitted Joint Venture which is not a Guarantor);

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     (4) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale 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 acquisition of assets, including assets in the form of a promissory note or similar instrument, solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of Capella;

     (6) any Investments received in compromise of obligations of such persons incurred in the ordinary course of trade creditors or customers or others that were incurred in the ordinary course of business, including pursuant to foreclosure, or any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or others;

     (7) Hedging Obligations;

     (8) Investments the payment for which is Capital Stock (other than Disqualified Stock) of Capella;

     (9) Investments in prepaid expenses, negotiable instruments held for collection, utility and workers compensation, performance and similar deposits made in the ordinary course of business;

     (10) loans and advances to officers, directors and employees of Capella or any Restricted Subsidiary in the ordinary course of business for all such loans and advances not to exceed $5.0 million at any time outstanding and loans and advances of payroll payments and expenses to officers, directors and employees incurred in the ordinary course of business;

     (11) Investments existing on the date of the Indenture;

     (12) Investments of a Restricted Subsidiary acquired after the date of the Indenture or of an entity merged into Capella or merged into or consolidated with a Restricted Subsidiary in accordance with the covenant described under “— Certain Covenants — Merger, Consolidation or Sale of Assets” after the date of the Indenture to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation;

     (13) Investments consisting of licensing, sub-licensing or contributing intellectual property pursuant to joint marketing arrangements with other Persons;

     (14) Investments consisting of purchases and acquisitions of inventory, supplies, materials and equipment or purchases of contract rights or licenses or leases of intellectual property, in each case in the ordinary course of business;

     (15) additional Investments in joint ventures of Capella or any Restricted Subsidiary in an aggregate amount not to exceed 3.5% of Consolidated Net Tangible Assets;

     (16) Physician Support Obligations made by Capella or a Subsidiary;

     (17) Investments in prepaid expenses, negotiable instruments held for collection and lease, utility and workers compensation, performance and similar deposits entered into as a result of the operations of the business in the ordinary course of business; and

     (18) any Investment by Capella or a Restricted Subsidiary in a Permitted Business having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (18) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash and/or marketable securities), not to exceed $30.0 million (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value); provided that if any Investment pursuant to this clause (18) is made in any Person that is not a Restricted Subsidiary at the date of the making of such Investment and such Person becomes a Restricted Subsidiary after such date, such

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Investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause (18) for so long as such Person continues to be a Restricted Subsidiary.

     “Permitted Joint Venture” means any Restricted Subsidiaries Capella may designate as a Permitted Joint Venture; provided, however, that as of the effective date of such designation, (a) such Permitted Joint Venture is, directly or indirectly through its subsidiaries or otherwise, engaged in a Permitted Business, (b) all Equity Interests of such Permitted Joint Venture are owned, or acquired in compliance with the terms of the Indenture, by Capella or a Restricted Subsidiary and owned by one or more Qualified Investors.

     “Permitted Joint Venture Management Agreements” means certain agreements among Capella and the applicable Permitted Joint Venture pertaining to the management and operation of the business of such Permitted Joint Venture, including (i) a fair market value management agreement, pursuant to which Capella will manage the operations of such Permitted Joint Venture in exchange for a fee to be paid to Capella by such Permitted Joint Venture and (ii) a cash management agreement, pursuant to which such Permitted Joint Venture will participate in Capella’s cash management system.

     “Permitted Joint Venture Note” means collectively one or more secured intercompany notes evidencing an intercompany loan or loans made by Capella to any Permitted Joint Venture; provided, however, that no such intercompany notes with respect to a Permitted Joint Venture shall be considered a “Permitted Joint Venture Note” hereunder unless (a) such note or notes contain no covenants or other restrictions, including restrictions on the ability of such Permitted Joint Venture to pay any required dividends or fee payments to Capella or to Qualified Investors owning Equity Interests of such Permitted Joint Venture; and (b) the obligations evidenced by such note(s) are secured by a perfected Lien in favor of Capella on substantially all of the personal property assets (and may, but is not required to, be secured by, liens on owned real property and Equity Interests) owned by the Permitted Joint Venture.

     “Permitted Liens” means, with respect to any Person:

     (1) Liens securing Indebtedness under one or more Credit Facilities or other pari passu Indebtedness permitted to be incurred pursuant to the covenant described under “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock” in an amount not to exceed the greater of (i) the amount of Indebtedness permitted to be incurred pursuant to clause (1) under “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock” and (ii) the amount of Indebtedness such that the Secured Indebtedness Ratio (at the time of incurrence of such Indebtedness after giving pro forma effect thereto in a manner consistent with the calculation of the Fixed Charge Coverage Ratio) would not be greater than 3.00 to 1.00;

     (2) Liens in favor of Capella or the Guarantors;

     (3) Liens on property of a Person existing at the time such Person is merged with or into or consolidated with Capella or any Subsidiary of Capella; 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 Capella or the Subsidiary;

     (4) Liens on property existing at the time of acquisition of the property by Capella or any Subsidiary of Capella, provided that such Liens were in existence prior to the contemplation of such acquisition;

     (5) Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred or letters of credit or bankers’ acceptances issued and completion guarantees provided for, in the ordinary course of business;

     (6) Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause (5) of the second paragraph of the covenant entitled “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock” covering only the assets acquired with such Indebtedness;

     (7) Liens existing on the date of the Indenture;

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     (8) 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;

     (9) Liens securing any Permitted Physician Partnership Note, Physician Partnership Management Agreement, Permitted Joint Venture Agreement, or any other promissory note or similar instrument between or among Capella and any Restricted Subsidiary;

     (10) Liens incurred in the ordinary course of business of Capella or any Restricted Subsidiary of Capella with respect to obligations that do not exceed $10.0 million at any one time outstanding;

     (11) Liens with respect to deposits of cash or government bonds made in the ordinary course of business to secure surety or appeal bonds to which such Person is a party;

     (12) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to Capella or another Restricted Subsidiary permitted to be incurred in accordance with the covenant described under “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock”;

     (13) Liens securing Hedging Obligations so long as the related Indebtedness is permitted to be incurred under the Indenture and is secured by a Lien on the same property securing such Hedging Obligation;

     (14) Liens on 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;

     (15) Liens that are contractual rights of set-off (a) relating to the establishment of depository relations with banks, (b) relating to pooled deposit or sweep accounts of Capella or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Capella and the Restricted Subsidiaries or (c) relating to purchase orders and other agreements entered into with customers of Capella or any Restricted Subsidiary in the ordinary course of business;

     (16) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights;

     (17) Liens securing obligations in respect of trade-related letters of credit permitted under the caption “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock” and covering the goods (or the documents of title in respect of such goods) financed by such letters of credit and the proceeds and products thereof;

     (18) Liens securing Capital Lease Obligations permitted to be incurred pursuant to the covenant described under “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock” and Indebtedness permitted to be incurred under clause (4) of the second paragraph of such covenant; provided, however, that such Liens securing Capital Lease Obligations or Indebtedness incurred under clause (4) of the second paragraph of the covenant described under “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock” may not extend to property owned by Capella or any Restricted Subsidiary other than the property being leased or acquired pursuant to such clause (4);

     (19) Liens deemed to exist in connection with Investments in repurchase agreements permitted under “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock”; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement; and

     (20) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes.

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     “Permitted Physician Partnership” means each of (a) White County Community Hospital, LLC, a Delaware limited liability company, (b) Hot Springs National Park Hospital Holdings, LLC, a Delaware limited liability company and (c) Columbia Capital Medical Center Limited Partnership, a Washington limited partnership; provided, however, that if (i) at any time Capella ceases to own, directly or indirectly, at least 75% of the outstanding Equity Interest of any Person described in clauses (a) or (b) above, or (ii) any Person identified in clauses (a) through (c) above shall at any time cease to be a party to any of its applicable Physician Partnership Management Agreements or a borrower under any of its applicable Permitted Physician Partnership Notes, such Person shall not be considered a Permitted Physician Partnership after such time.

     “Permitted Physician Partnership Note” means collectively one or more secured intercompany notes evidencing intercompany loans made by Capella to any Permitted Physician Partnership; provided, however, that no such intercompany notes with respect to a Permitted Physician Partnership shall be considered a “Permitted Physician Partnership Note” hereunder unless (a) one or more of such notes evidence Indebtedness in an initial amount equal to at least 70% of the total capitalization of such Permitted Physician Partnership; (b) such note or notes contain no covenants or other restrictions, including restrictions on the ability of such Permitted Physician Partnership to pay any required dividends or fee payments to Capella or to Qualified Investors owning Equity Interests of such Permitted Physician Partnership; and (c) the obligations evidenced by such note or notes are secured by a perfected Lien in favor of Capella on substantially all of the personal property (and may, but are not required to, be secured by, liens on owned real property and Equity Interests) owned by the Permitted Physician Partnership.

     “Permitted Refinancing Indebtedness” means any Indebtedness of Capella or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of Capella or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided, however, that:

     (1) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness extended, refinanced, renewed, replaced, defeased or refunded (plus all accrued interest on the Indebtedness and the amount of all expenses and premiums incurred in connection therewith);

     (2) in the case of Subordinated Obligations, (a) such Permitted Refinancing Indebtedness has a final maturity date the same as or later 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 and (b) is subordinated in right of payment to, the notes on terms at least as favorable to the holders of notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; and

     (3) such Indebtedness is incurred either by Capella or by the Restricted Subsidiary that is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded.

     “Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

     “Physician Partnership Management Agreements” means certain agreements among Capella and the applicable Permitted Physician Partnership pertaining to the management and operation of the business of such Permitted Physician Partnership, including (i) a fair market value management agreement, pursuant to which Capella will manage the operations of such Permitted Physician Partnership in exchange for a fee to be paid to Capella by such Permitted Physician Partnership and (ii) a cash management agreement, pursuant to which such Permitted Physician Partnership will participate in Capella’s cash management system.

     “Physician Support Obligation” means a loan to or on behalf of, or a guarantee of income to or indebtedness of, or other amounts advanced to (i) a physician or healthcare professional providing service to patients in the service area of a hospital or other healthcare facility operated by Capella or any of its Subsidiaries or (ii) any independent practice association or other entity majority-owned by any Person described in clause (i) made or given by Capella or any Subsidiary of Capella, in each case:

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(a) in the ordinary course of its business; and

(b) pursuant to a written agreement.

     “Preferred Stock” means any Equity Interest with preferential rights of payment of dividends upon liquidation, dissolution or winding up.

     “Qualified Investor” means any (a) individual physician who intends to purchase Equity Interests of any Permitted Joint Venture, (b) any Person owned, controlled, managed or operated by individual physician(s), (c) any trust of which an individual physician is a grantor, trustee or a beneficiary, (d) any retirement plan owned or controlled by, or for the benefit of, an individual physician, (e) a Person in the business of operating or managing hospitals, health systems or other healthcare business or facility which Capella is permitted to operate under the Indenture and (f) such other individual investors whose aggregate beneficial ownership in such Restricted Subsidiary does not exceed 5%; provided that any such Person is otherwise permitted by applicable law to purchase Equity Interests of any Permitted Joint Venture.

     “Qualified Proceeds” means assets that are used or useful in, or Capital Stock of any Person engaged in, a Permitted Business; provided that the fair market value of any such assets or Capital Stock shall be determined by the principal financial officer of Capella in good faith, except that in the event the value of any such assets or Capital Stock exceeds $15.0 million or more, the fair market value shall be determined by an independent financial advisor.

     “Restricted Investment” means an Investment other than a Permitted Investment.

     “Restricted Subsidiary” means any Subsidiary of Capella that is not an Unrestricted Subsidiary.

     “Secured Indebtedness” means any Indebtedness of Capella and the Restricted Subsidiaries secured by a Lien.

     “Secured Indebtedness Ratio” means, as of any date of determination, the ratio of (a) all Secured Indebtedness of Capella and its Restricted Subsidiaries outstanding on such date, including any Secured Indebtedness to be Incurred on such date, to (b) the aggregate amount of Consolidated Cash Flow for the period of the most recent four consecutive fiscal quarters ending at least 45 days prior to the date of such determination.

     “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 of the Indenture.

     “S&P” means Standard & Poor’s Rating Services.

     “Sponsor” means GTCR Capital Partners, L.P., GTCR Fund VIII, L.P., GTCR Fund VIII/B, L.P. and GTCR Co-Invest II, L.P., each a Delaware limited partnership, together with each of their respective Affiliates and any other entity brought in as a sponsor or co-sponsor provided that such entity is not brought in contemplation of an initial public offering.

     “Stated Maturity” means, with respect to any installment of principal on any series of Indebtedness, the final date on which the payment of 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 principal prior to the date originally scheduled for the payment thereof.

     “Subordinated Obligations” means any Obligations of Capella or any Restricted Subsidiary (whether outstanding on the date of the Indenture or thereafter incurred) that is subordinate or junior in right of payment to the notes pursuant to a written agreement to that effect.

     “Subsidiary” means, with respect to any specified Person:

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     (1) any corporation, association or other business entity of which more than 50% 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 of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

     (2) any partnership, joint venture, limited liability company or similar entity of which (x) more than 50% 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 Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise and (y) such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

     “Subsidiary Guarantee” means the Guarantee of the notes by each of the Guarantors pursuant to the Indenture and in the form of the Guarantee endorsed on the form of note to the Indenture and any additional Guarantee of the notes to be executed by any Subsidiary of Capella pursuant to the covenant described above under the caption “— Subsidiary Guarantees.”

     “Treasury Rate” means, at the time of computation, the yield to maturity of United States Treasury Securities with a constant maturity (as compiled 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 redemption date or, if such Statistical Release is no longer published, any publicly available source of similar market data) most nearly equal to the period from the redemption date to July 1, 2013; provided, however, that if the period from the redemption date to July 1, 2013 is not equal to the constant maturity of a 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 the period from the redemption date to July 1, 2013 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 Capella (or any successor to any of them) that is designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a Board Resolution, but only to the extent that such Subsidiary:

     (1) has no Indebtedness other than Non-Recourse Debt and Indebtedness represented by short-term, open account working capital rates entered into in the ordinary course of business for cash management purposes and consistent with past practice;

     (2) is not party to any agreement, contract, arrangement or understanding with Capella or any Restricted Subsidiary of Capella unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to Capella or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of Capella;

     (3) is a Person with respect to which neither Capella nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results;

     (4) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of Capella or any of its Restricted Subsidiaries; and

     (5) has at least one director on its Board of Directors that is not a director or executive officer of Capella or any of its Restricted Subsidiaries and has at least one executive officer that is not a director or executive officer of Capella or any of its Restricted Subsidiaries;

     and any Subsidiary of an Unrestricted Subsidiary.

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     Any designation of a Subsidiary of Capella as an Unrestricted Subsidiary will be evidenced to the trustee by filing with the trustee a certified copy of the Board Resolution 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 Capella as of such date and, if such Indebtedness is not permitted to be incurred as of such date under the covenant described under the caption “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock,” Capella will be in default of such covenant. The Board of Directors of Capella 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 Capella 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 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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CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

     The following summary is a general discussion of material U.S. federal income tax considerations to a holder relating to the exchange of the outstanding notes for exchange notes in the exchange offer. This summary is generally limited to holders who hold the outstanding notes as “capital assets” within the meaning of Section 1221 of the Code (i.e., generally as investments), and does not deal with special tax situations including, but not limited to, those that may apply to particular holders such as tax-exempt organizations, holders subject to the U.S. federal alternative minimum tax, brokers, dealers in securities or currencies, banks or other financial institutions, hybrid entities, real estate investment trusts, traders in securities that elect to use a mark-to-market method of accounting for their securities holdings, insurance companies, regulated investment companies, expatriates and former long-term residents of the United States, partnerships or other pass-through entities for U.S. federal income tax purposes or investors therein, controlled foreign corporations, passive foreign investment companies, individual retirement and other tax-deferred accounts, U.S. holders whose “functional currency” is not the U.S. dollar and persons who hold the notes in connection with a “straddle,” “hedging,” “conversion” or other risk reduction transaction. This discussion does not address any alternative minimum tax consequences, U.S. federal estate or gift tax laws, or the tax laws of any state, local or foreign government that may be applicable to the notes. In addition, this discussion assumes that the notes are treated as indebtedness for U.S. federal income tax purposes.

     The U.S. federal income tax considerations set forth below are based upon the Code, Treasury regulations promulgated thereunder, court decisions, and rulings and pronouncements of the Internal Revenue Service, or the IRS, all as in effect on the date hereof and all of which are subject to change. Holders should particularly note that any such change could have retroactive application so as to result in U.S. federal income tax consequences different from those discussed below. No ruling has been or is expected to be sought from the IRS with respect to the U.S. federal income tax consequences to the holders of the notes in the exchange offer. The IRS would not be precluded from taking a contrary position. As a result, the IRS might not agree with the tax consequences described below.

Exchange Offer

     We believe that the exchange of the outstanding notes for exchange notes in the exchange offer will not constitute an exchange for U.S. federal income tax purposes, and thus will have no U.S. federal income tax consequences to you. The exchange notes received by you will be treated as a continuation of the outstanding notes. For example, there will be no change in your tax basis and the holding period for the exchange notes will be the same as that applicable to the outstanding notes. In addition, the U.S. federal income tax consequences of holding and disposing of your exchange notes would be the same as those applicable to your outstanding notes.

     THIS DISCUSSION OF CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS IS PROVIDED FOR GENERAL INFORMATION ONLY AND DOES NOT CONSTITUTE LEGAL ADVICE TO ANY INVESTOR. ACCORDINGLY, EACH INVESTOR SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX RULES OR UNDER THE LAWS OF ANY STATE, LOCAL OR FOREIGN TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY.

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CERTAIN ERISA CONSIDERATIONS

     The following is a summary of certain considerations associated with the purchase of the exchange notes by employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), which are subject to Title I of ERISA, plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the Code or provisions under any other federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code (collectively, “Similar Laws”), and entities whose underlying assets are considered to include “plan assets” (within the meaning of ERISA) of any such plan, account or arrangement (each, a “Plan”).

General Fiduciary Matters

     ERISA and the Code impose certain duties on persons who are fiduciaries of a Plan subject to Title I of ERISA or Section 4975 of the Code (an “ERISA Plan”) and prohibit certain transactions involving the assets of an ERISA Plan and its fiduciaries or other interested parties. Under ERISA and the Code, any person who exercises any discretionary authority or control over the administration of an ERISA Plan or the management or disposition of the assets of an ERISA Plan, or who renders investment advice for a fee or other compensation to such an ERISA Plan, is generally considered to be a fiduciary of the ERISA Plan.

     In considering an investment in the exchange notes of a portion of the assets of any Plan, a fiduciary should determine whether the investment is in accordance with the documents and instruments governing the Plan and the applicable provisions of ERISA, the Code or any Similar Law relating to a fiduciary’s duties to the Plan including, without limitation, the prudence, diversification, delegation of control and prohibited transaction provisions of ERISA, the Code and any other applicable Similar Laws.

Prohibited Transaction Issues

     Section 406 of ERISA and Section 4975 of the Code prohibit ERISA Plans from engaging in specified transactions involving plan assets with persons or entities who are “parties in interest,” within the meaning of ERISA, or “disqualified persons,” within the meaning of Section 4975 of the Code, unless an exemption is available. A party in interest or disqualified person who engages in a non-exempt prohibited transaction may be subject to excise taxes and other penalties and liabilities under ERISA and the Code. In addition, the fiduciary of the ERISA Plan that engages in such a non-exempt prohibited transaction may be subject to penalties and liabilities under ERISA and the Code. The acquisition and/or holding of the exchange notes by an ERISA Plan with respect to which we, a guarantor or the initial purchasers are considered a party in interest or disqualified person may constitute or result in a direct or indirect prohibited transaction under Section 406 of ERISA and/or Section 4975 of the Code, unless the investment is acquired and is held in accordance with an applicable statutory, class or individual prohibited transaction exemption. In this regard, the United States Department of Labor has issued prohibited transaction class exemptions (“PTCEs”) that may apply to the acquisition and holding of the exchange notes. These class exemptions include, without limitation, PTCE 84-14 respecting transactions determined by independent qualified professional asset managers, PTCE 90-1 respecting insurance company pooled separate accounts, PTCE 91-38 respecting bank collective investment funds, PTCE 95-60 respecting life insurance company general accounts and PTCE 96-23 respecting transactions determined by in-house asset managers. Additionally, Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code provide relief from the prohibited transaction provisions of ERISA and Section 4975 of the Code for certain transactions, provided that we (directly or indirectly) have or exercise any discretionary authority or control or render any investment advice with respect to the assets of any ERISA Plan involved in the transaction and provided further that the ERISA Plan pays no more than adequate consideration in connection with the transaction. There can be no assurance that any of the conditions of any such exemptions will be satisfied.

     Because of the foregoing, the exchange notes, or any interest therein, should not be purchased or held by any person investing “plan assets” of any Plan, unless such purchase and holding will not constitute a non-exempt prohibited transaction under ERISA and the Code or a similar violation of any applicable Similar Laws.

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Representation

     By acceptance of an exchange note, or any interest therein, each purchaser and subsequent transferee will be deemed to have represented and warranted that either (i) no portion of the assets used by such purchaser or transferee to acquire or hold the exchange notes, or any interest therein, constitutes the assets of any Plan or (ii) the purchase and holding of the exchange notes, or any interest therein, by such purchaser or subsequent transferee will not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a similar violation under any applicable Similar Laws.

     The foregoing discussion is general in nature and is not intended to be all-inclusive. Because of the complexity of these rules and the penalties that may be imposed upon persons involved in non-exempt prohibited transactions, it is particularly important that fiduciaries or other persons considering purchasing or holding the exchange notes on behalf of, or with the assets of, any Plan, consult with their counsel regarding the potential applicability of ERISA, Section 4975 of the Code and any Similar Laws to such transactions and whether an exemption would be applicable to the purchase and holding of the exchange notes. See “Notice to Investors.”

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PLAN OF DISTRIBUTION

     Broker-dealers who acquired outstanding notes from us in the initial offering are not eligible to participate in the exchange offer with respect to such outstanding notes. Any broker-dealer who holds outstanding notes that were acquired for its own account as a result of market-making activities or other trading activities may exchange such outstanding notes pursuant to this exchange offer so long as the broker-dealer has not entered into any arrangement or understanding with us or any of our affiliates to distribute the exchange notes; however, such broker-dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the exchange notes received by such broker-dealer in the exchange offer, which prospectus delivery requirements may be satisfied by the delivery by such broker-dealer of a copy of this prospectus. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer only 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 180 days after the date on which the registration statement of which this prospectus is a part is declared effective by the SEC or such shorter period as will terminate on that date on which no broker-dealer is any longer required to deliver this prospectus (or another prospectus meeting the requirements of the Securities Act) in connection with market-making or other trading activities, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale.

     We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own accounts pursuant to the 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 negotiated prices. Any such resale may be made directly to purchasers or to 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 the 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 commissions 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 180 days after the date on which the registration statement of which this prospectus is a part is declared effective by the SEC or such shorter period as will terminate on that date on which no broker-dealer is any longer required to deliver this prospectus (or another prospectus meeting the requirements of the Securities Act) in connection with market-making or other trading activities, 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 offer (including the expenses of one counsel for the holders of the outstanding notes) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the outstanding notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

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LEGAL MATTERS

     The validity and enforceability of the exchange notes and the related guarantees will be passed upon for us by Waller Lansden Dortch & Davis, LLP, Nashville, Tennessee.

EXPERTS

     The consolidated financial statements of Capella Healthcare, Inc. at December 31, 2010 and 2009, and for each of the three years in the period ended December 31, 2010 appearing in this prospectus and registration statement, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

     We filed with the SEC a registration statement on Form S-4 under the Securities Act with respect to the exchange offer covered by this prospectus. This prospectus does not contain all the information included in the registration statement nor all of the exhibits. Additional information about us is included in the registration statement and the exhibits. Statements contained in this prospectus regarding the contents of any contract or any other document to which reference is made are not necessarily complete, and, in each instance, reference is made to the copy of such contract or other document filed as an exhibit to the registration statement, each such statement being qualified in all respects by such reference. A copy of the registration statement and the exhibits filed may be inspected without charge at the public reference room maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549, and copies of all or any part of the registration statement may be obtained upon the payment of the fees prescribed by the SEC at 1-800-SEC-0330. The SEC maintains a website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of this website is http://www.sec.gov.

     Upon effectiveness of the registration statement of which this prospectus is a part, we will become subject to the periodic reporting and to the informational requirements of the Exchange Act and will file information with the SEC, including annual, quarterly and current reports. You may read and copy any document we file with the SEC, at SEC prescribed rates, at the public reference room maintained by the SEC at 100 F Street, N.E., Washington D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. Our SEC filings are also available to the public from the SEC’s website at http://www.sec.gov. A link to those filings also will be available to the public on our corporate website at http://www.capellahealth.com.

     This prospectus contains summaries of certain agreements that we have entered into, such as the indenture, the registration rights agreement for the outstanding notes, the ABL and the agreements described under “Certain Relationships and Related Party Transactions.” The descriptions contained in this prospectus of these agreements do not purport to be complete and are subject to, or qualified in their entirety by reference to, the definitive agreements. Copies of the definitive agreements will be made available without charge to you by making a written or oral request to us.

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

CAPELLA HEALTHCARE, INC.
Unaudited Interim Condensed Consolidated Financial Statements for the Three-Month Periods Ended March 31, 2011 and 2010
Condensed Consolidated Balance Sheets	F-2
Condensed Consolidated Statements of Operations	F-3
Condensed Consolidated Statements of Stockholder’s Deficit	F-4
Condensed Consolidated Statements of Cash Flows	F-5
Notes to Condensed Consolidated Financial Statements	F-6
Audited Consolidated Financial Statements for the Years Ended December 31, 2010, 2009 and 2008
Report of Independent Registered Public Accounting Firm	F-17
Consolidated Balance Sheets	F-18
Consolidated Statements of Operations	F-20
Consolidated Statements of Stockholder’s Deficit	F-21
Consolidated Statements of Cash Flows	F-22
Notes to Consolidated Financial Statements	F-23

F-1

Capella Healthcare, Inc.

Condensed Consolidated Balance Sheets

	March 31,			December 31,
	2011			2010
	(Unaudited)
	(In millions)
Assets
Current assets:
Cash and cash equivalents	$	45.7		$	48.3
Accounts receivable, net of allowance for doubtful accounts of $115.5 and $123.1 at March 31, 2011 and December 31, 2010, respectively		121.7			115.6
Inventories		25.2			25.2
Prepaid expenses and other current assets		6.2			4.8
Other receivables		3.1			2.3
Deferred tax assets		2.3			3.5
Income tax receivable		0.1			0.6
Total current assets		204.3			200.3
Property and equipment:
Land		40.4			40.7
Buildings and improvements		374.2			373.7
Equipment		174.0			170.0
Construction in progress		4.2			4.7
		592.8			589.1
Accumulated depreciation		(147.7	)		(138.4	)
		445.1			450.7
Goodwill		89.9			89.9
Intangible assets, net		8.5			9.1
Other assets, net		17.7			17.8
Total assets	$	765.5		$	767.8
Liabilities and stockholder’s deficit
Current liabilities:
Accounts payable	$	23.4		$	22.4
Salaries and benefits payable		27.3			22.3
Accrued interest		11.7			23.7
Other accrued liabilities		14.6			12.7
Current portion of long-term debt		—			—
Total current liabilities		77.0			81.1
Long-term debt		494.4			494.1
Deferred income taxes		12.2			12.8
Other liabilities		14.0			12.1
Redeemable non-controlling interests		5.5			5.5
Due to parent		210.0			210.2
Stockholder’s deficit:
Common stock, $0.01 par value; 1,000 shares authorized; 100 shares issued and outstanding at March 31, 2011 and December 31, 2010, respectively		—			—
Retained deficit		(47.6	)		(48.0	)
Total stockholder’s deficit		(47.6	)		(48.0	)
Total liabilities and stockholder’s deficit	$	765.5		$	767.8

F-2

Capella Healthcare, Inc.

Condensed Consolidated Statements of Operations (Unaudited)

	Three Months Ended
	March 31,
	2011		2010
	(In millions)
Net revenue	$	208.5	$	210.3
Costs and expenses:
Salaries and benefits		93.9		89.4
Supplies		30.5		29.2
Purchased services		13.6		13.1
Other operating expenses		28.4		24.5
Provision for bad debts		18.0		30.2
Interest, net		12.7		11.6
Depreciation and amortization		9.6		8.9
Total costs and expenses	$	206.7	$	206.9
Income from continuing operations before income taxes		1.8		3.4
Income tax provision		0.9		0.8
Income from continuing operations		0.9		2.6
Income (loss) from discontinued operations, net of tax benefit of $0		0.1		(0.1	)
Net income		1.0		2.5
Less: Net income attributable to non-controlling interests		0.6		0.4
Net income attributable to Capella Healthcare, Inc.	$	0.4	$	2.1

F-3

Capella Healthcare, Inc.

Condensed Consolidated Statement of Stockholder’s Deficit

								Total
	Common Stock				Retained			Stockholder’s
	Shares		Amount		Deficit			Deficit
	(In millions, except share amounts)
Balance at December 31, 2010		100	$	—	$	(48.0	)	$	(48.0	)
Net income (unaudited)		—		—		0.4			0.4
Balance at March 31, 2011 (unaudited)		100	$	—	$	(47.6	)	$	(47.6	)

F-4

Capella Healthcare, Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited)

	Three Months Ended
	March 31,
	2011			2010
	(In millions)
Operating activities
Net income	$	1.0		$	2.5
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		9.6			8.9
Deferred income taxes		0.6			0.7
Losses from mark to market swap valuation		—			0.2
Changes in operating assets and liabilities, net of effect of acquisitions:
Accounts receivable, net		(6.1	)		(7.0	)
Inventories		—			0.1
Prepaid expenses and other current assets		(1.8	)		0.2
Accounts payable and other current liabilities		3.0			3.8
Accrued salaries		5.0			(1.6	)
Accrued interest		(12.0	)		0.1
Other		1.3			1.3
Net cash provided by operating activities		0.6			9.2
Investing activities
Purchases of property and equipment, net		(4.0	)		(3.9	)
Change in other assets		1.5			0.1
Net cash used in investing activities		(2.5	)		(3.8	)
Financing activities
Payment of debt and capital leases		—			(0.8	)
Advances (to) from Parent		(0.2	)		1.0
Distributions to limited partners		(0.5	)		(0.4	)
Net cash used in financing activities		(0.7	)		(0.2	)
Change in cash and cash equivalents		(2.6	)		5.2
Cash and cash equivalents at beginning of year		48.3			19.6
Cash and cash equivalents at end of year	$	45.7		$	24.8
Supplemental disclosure of cash flow information
Cash paid for interest	$	23.7		$	10.3
Cash paid (received) for taxes	$	0.1		$	(2.3	)

F-5

Capella Healthcare, Inc. and Subsidiaries

Notes to Condensed Consolidated
Financial Statements (Unaudited)

March 31, 2011

1. Basis of Presentation and Adoption of New Accounting Standard

     The unaudited condensed consolidated financial statements of Capella Healthcare, Inc., a Delaware corporation, and its subsidiaries (the “Company”) as of March 31, 2011 and for the three-month periods ended March 31, 2011 and 2010, have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). In the opinion of management, such information contains all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for such periods. All intercompany transactions and balances have been eliminated. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2011. Certain information and disclosures normally included in the notes to consolidated financial statements for the full fiscal year have been condensed or omitted. The Company believes the disclosures are adequate to make the information presented not misleading. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto as of and for the year ended December 31, 2010.

     The Company operates general acute care hospitals and ancillary healthcare facilities in non-urban communities in the United States. At March 31, 2011, the Company operated 13 hospitals, with 1,745 licensed beds, in 7 states.

     Effective January 1, 2011, the Company adopted the provisions of Accounting Standards Update (“ASU”) 2010-24, “Health Care Entities (Topic 954) — Presentation of Insurance Claims and Related Insurance Recoveries” (“ASU 2010-24”), which further clarifies that healthcare entities should not net insurance recoveries against the related claim liabilities. In connection with the Company’s adoption of ASU 2010-24, the Company recorded an increase to its other assets and other liabilities in the accompanying condensed consolidated balance sheet of $0.5 million as of March 31, 2011. The $0.5 million increase to both other assets and other liabilities represents the Company’s estimate of its recoveries for certain claims in excess of the Company’s self-insured retention levels for workers’ compensation claims and professional and general liability claims. The adoption of ASU 2010-24 had no impact on the Company’s results of operations or cash flows.

2. Use of Estimates

     The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements. Actual results could differ from these estimates under different assumptions or conditions.

3. Goodwill and Intangible Assets

     The Company accounts for its acquisitions under the provisions of Financial Accounting Standards Board (“FASB”) authoritative guidance regarding business combinations and goodwill and other intangible assets. Goodwill represents the excess of the cost of an acquired entity over the net of the amounts assigned to assets acquired and liabilities assumed. Goodwill and intangible assets with indefinite lives are reviewed by the Company at least annually for impairment. The Company’s business comprises a single operating reporting unit for impairment test purposes. For the purposes of these analyses, the Company’s estimates of fair value are based on the income approach, which estimates the fair value of the Company based on its future discounted cash flows. In addition to the annual impairment reviews, impairment reviews are performed whenever circumstances indicate a possible impairment may exist. The Company performed its most recent goodwill impairment testing as of October 1, 2010 and did not incur an impairment charge.

F-6

     The following table presents the components of the Company’s intangible assets, which are included in the accompanying condensed consolidated balance sheets at March 31, 2011 and December 31, 2010 (in millions):

	Gross
	Carrying		Accumulated			Net
Class of Intangible Assets	Amount		Amortization			Total
Amortized intangible assets:
Contract-based physician minimum revenue guarantees:
March 31, 2011	$	15.6	$	(7.7	)	$	7.9
December 31, 2010	$	15.9	$	(7.4	)	$	8.5
Indefinite-lived intangible assets:
Certificates of need:
March 31, 2011	$	0.6	$	—		$	0.6
December 31, 2010	$	0.6	$	—		$	0.6
Total intangible assets:
March 31, 2011	$	16.2	$	(7.7	)	$	8.5
December 31, 2010	$	16.5	$	(7.4	)	$	9.1

     Physician Minimum Revenue Guarantees

     The Company has committed to provide certain financial assistance pursuant to recruiting agreements, or “physician minimum revenue guarantees,” with various physicians practicing in the communities it services. In consideration for a physician relocating to one of its communities and agreeing to engage in private practice for the benefit of the respective community, the Company may advance certain amounts of money to a physician to assist in establishing his or her practice.

     The Company accounts for its physician minimum revenue guarantees in accordance with the provisions of FASB authoritative guidance regarding accounting for minimum revenue guarantees. The Company records a contract-based intangible asset and related guarantee liability for new physician minimum revenue guarantees. The contract-based intangible asset is amortized to other operating expenses over the period of the physician contract, which is typically four years. The Company has committed to advance a maximum amount of approximately $1.9 million at March 31, 2011. As of March 31, 2011 and December 31, 2010, the Company’s liability balance for contract-based physician minimum revenue guarantees was approximately $0.9 million and $1.1 million, respectively, which is included in other accrued liabilities in the accompanying condensed consolidated balance sheets.

     Certificates of Need

     The construction of new facilities, the acquisition or expansion of existing facilities and the addition of new services and certain equipment at the Company’s facilities may be subject to state laws that require prior approval by state regulatory agencies. These certificate of need laws generally require that a state agency determine the public need and give approval prior to the construction or acquisition of facilities or the addition of new services. The Company operates hospitals in states that have adopted certificate of need laws. If the Company fails to obtain necessary state approval, the Company will not be able to expand its facilities, complete acquisitions or add new services at its facilities in these states. An independent appraiser values each certificate of need when the Company acquires a hospital. In addition, these intangible assets were determined to have indefinite lives and, accordingly, are not amortized.

F-7

4. Interest Rate Hedging Activities

     In December 2009, the Company executed an interest rate cap agreement on a notional value of $75 million for a period of three years and paid approximately $595,000 under this agreement. This agreement caps interest at 4.5%.

     While the Company anticipates that the counterparties will satisfy their obligations under the agreements fully, the Company is exposed to credit losses in the event of nonperformance by the counterparties to the financial instruments. The Company accounts for its interest rate cap agreement under the provision of FASB authoritative guidance regarding fair value measurements, which provided a single definition of fair value, established a framework for measuring fair value, and expanded disclosures concerning fair value measurements. The Company applies these provisions to the valuation and disclosure of its interest rate hedge. The authoritative guidance establishes a three-tier fair value hierarchy, which prioritizes inputs used in measuring fair value. These tiers include: (i) Level 1, which is defined as quoted prices in active markets that can be assessed at the measurement date; (ii) Level 2, which is defined as inputs other than quoted prices in active markets that are observable, either directly or indirectly; and (iii) Level 3, which is defined as unobservable inputs resulting from the existence of little or no market data, therefore potentially requiring an entity to develop its own assumptions.

     The Company determines the fair value of its interest rate hedge in a manner consistent with that used by market participants in pricing hedging instruments, which includes using a discounted cash flow analysis based upon the terms of the agreements, the impact of the one-month forward LIBOR curve and an evaluation of credit risk. Given the use of observable market assumptions and the consideration of credit risk, the Company has categorized the valuation of its interest rate hedge as Level 2.

     The Company entered into its interest rate cap agreement to mitigate the floating rate interest risk on a portion of its previously outstanding borrowings under its Second Amended and Restated Credit Agreements. The fair value of the interest rate cap represents an asset of approximately $30,000 and $44,000 at March 31, 2011 and December 31, 2010, respectively, The mark-to-market adjustment to reflect the fair value of the interest rate hedging instrument is reflected as interest expense in the accompanying consolidated statements of operations and represented an expense of $14,000 and $182,000 for the three months ended March 31, 2011 and 2010, respectively.

5. Income Taxes

     The Company had an effective tax rate of approximately 50% and 24% for the three months ended March 31, 2011 and 2010, respectively. These rates were affected by the recording of a valuation allowance of approximately $33.7 million and $18.2 million for the three months ended March 31, 2011 and 2010, respectively, as a result of the uncertainty related to the realization of certain deferred tax assets.

     The Company uses the separate company method of tax computation for the nonconsolidated group included in the accompanying condensed consolidated financial statements.

6. Commitments and Contingencies

     The Company is, from time to time, subject to claims and suits arising in the ordinary course of business, including claims for damages for personal injuries, medical malpractice, breach of management contracts, wrongful restriction of or interference with physicians’ staff privileges and employment related claims. In certain of these actions, plaintiffs request punitive or other damages against the Company which may not be covered by insurance. The Company is currently not a party to any proceeding which, in management’s opinion, would have a material adverse effect on the Company’s business, financial condition or results of operations.

7. Long-Term Debt

     A summary of the Company’s long-term debt at March 31, 2011 and December 31, 2010 follows.

F-8

	March 31,			December 31,
	2011			2010
	(Dollars in millions)
9.25% Senior Unsecured Notes	$	500.0		$	500.0
Unamortized discount on 9.25% Senior Unsecured Notes		(5.6	)		(5.9	)
Senior Secured Asset Based Loan		—			—
Total		494.4			494.1
Less: current maturities		—			—
Total long-term debt	$	494.4		$	494.1

     In June 2010, the Company completed a comprehensive refinancing plan (the “Refinancing”). Under the Refinancing, the Company issued $500.0 million of new 9.25% Senior Unsecured Notes due 2017 (the “9.25% Notes”) and entered into a new senior secured asset-based loan (“ABL”), consisting of a $100.0 million revolving credit facility maturing in November 2014 (the “2010 Revolving Facility”). The proceeds from the 9.25% Notes were used to repay the outstanding principal and interest related to the Company’s previous term loan facility and to pay fees and expenses relating to the Refinancing of approximately $21.7 million.

     Interest on the 9.25% Notes is payable semi-annually on July 1 and January 1 of each year. The 9.25% Notes are unsecured general obligations of the Company and rank pari passu in right of payment to all existing and future senior unsecured indebtedness of the Company. All payments on the 9.25% Notes are guaranteed jointly and severally on a senior unsecured basis by the Company and its subsidiaries, other than those subsidiaries that do not guarantee the obligations of the borrowers under the Company’s prior senior credit facilities.

     The Company may redeem up to 35% of the 9.25% Notes prior to July 1, 2013, with the net cash proceeds from certain equity offerings at a price equal to 109.25% of their principal amount, plus accrued and unpaid interest. The Company may redeem all or a part of the 9.25% Notes at any time on or after July 1, 2013, plus accrued and unpaid interest, if any, to the date of redemption plus a redemption price equal to a percentage of the principal amount of the notes redeemed based on the following redemption schedule:

July 1, 2013 to June 30, 2014	106.938	%
July 1, 2014 to June 30, 2015	104.625	%
July 1, 2015 to June 30, 2016	102.313	%
July 1, 2016 and thereafter	100.000	%

     If the Company experiences a change of control under certain circumstances, they must offer to repurchase all of the notes at a price equal to 101.000% of their principal amount, plus accrued and unpaid interest, if any, to the repurchase date.

     The 9.25% Notes contain customary affirmative and negative covenants, which among other things, limit the Company’s ability to incur additional debt, create liens, pay dividends, effect transactions with its affiliates, sell assets, pay subordinated debt, merge, consolidate, enter into acquisitions and effect sale leaseback transactions.

     Upon the occurrence of certain events, the Company may request the 2010 Revolving Facility to be increased by an aggregate amount not to exceed $25.0 million. Availability under the 2010 Revolving Facility is subject to a borrowing base of 85% of eligible net accounts receivable. Borrowings under the ABL bear interest at a rate equal to, at the Company’s option, either (a) LIBOR plus an applicable margin or (b) the higher of (i) prime rate, (ii) federal funds effective rate plus 0.50%, or (iii) one-month LIBOR rate plus 1%, plus an applicable margin. The applicable margin in effect for borrowings during the two fiscal quarters following the date of the ABL is 2.25% with respect to base rate borrowings and 3.25% with respect to LIBOR borrowings. Beginning with the third fiscal quarter following the date of the ABL, the applicable margin in effect for borrowings may be reduced to 2.00% with respect to base rate borrowings and 3.00% with respect to LIBOR borrowings, or increased to 2.50% with respect to

F-9

base rate borrowings and 3.50% for LIBOR borrowings, subject to the Company’s fixed charge coverage ratio. In addition to paying interest on outstanding principal under the ABL, the Company is required to pay a commitment fee to the lenders under the 2010 Revolving Facility in respect of the unutilized commitments thereunder. The initial commitment fee rate is 0.75% per annum. The commitment fee rate will be reduced to 0.50% if the average daily unused portion of the ABL during any month is equal to or less than 50% of the principal amount of the ABL. The Company must also pay customary letter of credit fees. Principal amounts outstanding under the ABL are due and payable in full at maturity (November 2014).

     At March 31, 2011, the Company had no outstanding 2010 Revolving Facility loans. At March 31, 2011, the Company had a borrowing base of $64.1 million, net of outstanding letters of credit of $4.9 million, serving as the collateral under the Company’s workers compensation programs, immediately available for borrowing under the ABL.

     Debt Covenants

     The indenture governing the 9.25% Notes contains a number of covenants that, among other things, restrict, subject to certain exceptions, our ability and the ability of the Company’s subsidiaries, to sell assets, incur additional indebtedness or issue preferred stock, pay dividends and distributions or repurchase our capital stock, create liens on assets, make investments, engage in mergers or consolidations, and engage in certain transactions with affiliates. At March 31, 2011, the Company was in compliance with all debt covenants for the 9.25% Notes that were subject to testing at that date.

     The ABL agreement contains a number of covenants, including the requirement that the Company’s fixed charge coverage ratio (as defined) cannot be less than 1.10 to 1.00 at the end of any measurement period. At March 1, 2011, the Company was in compliance with all ABL debt covenants that were subject to testing at that date.

F-10

8. Guarantor and Non-Guarantor Supplementary Information

The Company’s 9.25% Notes are jointly and severally guaranteed on an unsecured senior basis by substantially all of the Company’s existing subsidiaries that guarantee the Company’s previously existing bank credit agreement. The following presents the condensed consolidating financial information for the parent issuer, guarantor subsidiaries, non-guarantor subsidiaries, certain eliminations and the Company for the three months ended March 31, 2011 and 2010 and as of March 31, 2011 and December 31, 2010:

Capella Healthcare, Inc.
Condensed Consolidating Statements of Operations
For Three Months Ended March 31, 2011
(In Millions)

	Parent						Non-
	Issuer			Guarantors			Guarantors		Eliminations			Consolidated
Net revenue	$	—		$	150.1		$	58.4	$	—		$	208.5
Salaries and benefits		3.1			68.4			22.4		—			93.9
Supplies		—			19.8			10.7		—			30.5
Purchased services		0.4			9.5			3.7		—			13.6
Other operating expenses		0.6			21.9			5.9		—			28.4
Provision for bad debts		0.8			12.8			4.4		—			18.0
Equity in (earnings) losses of affiliates		(3.6	)		—			—		3.6			—
Loss on refinancing		—			—			—		—			—
Management fees		(3.9	)		2.9			1.0		—			—
Interest, net		1.3			9.7			1.7		—			12.7
Depreciation and amortization		0.1			7.4			2.1		—			9.6
		(1.2	)		152.4			51.9		3.6			206.7
Income (loss) from continuing operations before income taxes		1.2			(2.3	)		6.5		(3.6	)		1.8
Income taxes		0.8			0.1			—		—			0.9
Income (loss) from continuing operations		0.4			(2.4	)		6.5		(3.6	)		0.9
Income (loss) from discontinued operations		—			—			0.1		—			0.1
Net income (loss)		0.4			(2.4	)		6.6		(3.6	)		1.0
Less: Net income attributable to noncontrolling interests		—			—			0.6		—			0.6
Net income (loss) attributable to Capella Healthcare, Inc.	$	0.4		$	(2.4	)	$	6.0	$	(3.6	)	$	$0.4

F-11

Capella Healthcare, Inc.
Condensed Consolidating Statements of Operations
For Three Months Ended March 31, 2010
(In Millions)

	Parent						Non-
	Issuer			Guarantors			Guarantors			Eliminations			Consolidated
Net revenue	$	—		$	153.7		$	56.6		$	—		$	210.3
Salaries and benefits		2.3			67.0			20.1			—			89.4
Supplies		—			19.4			9.8			—			29.2
Purchased services		0.3			9.4			3.4			—			13.1
Other operating expenses		0.4			18.8			5.3			—			24.5
Provision for bad debts		—			21.5			8.7			—			30.2
Equity in (earnings) losses of affiliates		(3.2	)		—			—			3.2			—
Management fees		(3.4	)		2.6			0.8			—			—
Interest, net		1.1			8.5			2.0			—			11.6
Depreciation and amortization		—			6.9			2.0			—			8.9
		(2.5	)		154.1			52.1			3.2			206.9
Income (loss) from continuing operations before income taxes		2.5			(0.4	)		4.5			(3.2	)		3.4
Income taxes		0.4			0.2			0.2			—			0.8
Income (loss) from continuing operations		2.1			(0.6	)		4.3			(3.2	)		2.6
Income (loss) from discontinued operations		—			—			(0.1	)		—			(0.1	)
Net income (loss)		2.1			(0.6	)		4.2			(3.2	)		2.5
Less: Net income attributable to noncontrolling interests		—			—			0.4			—			0.4
Net income (loss) attributable to Capella Healthcare, Inc.	$	2.1		$	(0.6	)	$	3.8		$	(3.2	)	$	2.1

F-12

Capella Healthcare, Inc.
Condensed Consolidating Balance Sheets
March 31, 2011
(In Millions)

							Non-
	Parent Issuer			Guarantors			Guarantors			Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	49.7		$	(1.9	)	$	(2.1	)	$	—		$	45.7
Accounts receivable, net		(2.0	)		86.7			37.0			—			121.7
Inventories		—			16.6			8.6			—			25.2
Prepaid expenses and other current assets		2.4			3.0			0.8			—			6.2
Other receivables		1.2			2.2			(0.3	)		—			3.1
Deferred tax assets		2.3			—			—			—			2.3
Income tax receivable		0.1			—			—			—			0.1
		53.7			106.6			44.0			—			204.3
Property and equipment:
Land		—			32.5			7.9			—			40.4
Buildings and improvements		0.1			282.3			91.8			—			374.2
Equipment		0.9			138.8			34.3			—			174.0
Construction in progress		0.6			2.6			1.0			—			4.2
		1.6			456.2			135.0			—			592.8
Accumulated depreciation		(0.5	)		(115.6	)		(31.6	)		—			(147.7	)
		1.1			340.6			103.4			—			445.1
Goodwill		89.9			—			—			—			89.9
Intangible assets, net		—			6.7			1.8			—			8.5
Investments in subsidiaries		27.8			—			—			(27.8	)		—
Other assets, net		16.3			0.9			0.5			—			17.7
	$	326.7		$	454.8		$	149.7		$	(27.8	)	$	765.5
Liabilities and stockholder’s deficit
Current liabilities:
Accounts payable	$	0.4		$	15.8		$	7.2		$	—		$	23.4
Salaries and benefits payable		1.0			18.6			7.7			—			27.3
Accrued interest		11.7			—			—			—			11.7
Other accrued liabilities		5.4			6.8			2.4			—			14.6
Current portion of long-term debt		—			—			—			—			—
		18.5			41.2			17.3			—			77.0
Long-term debt		—			389.1			105.3			—			494.4
Deferred income taxes		12.2			—			—			—			12.2
Other liabilities		13.6			0.4			—			—			14.0
Redeemable controlling interests		—			—			5.5			—			5.5
Due to parent		192.1			11.0			6.9			—			210.0
Total stockholder’s deficit		(47.6	)		13.1			14.7			(27.8	)		(47.6	)
	$	326.7		$	454.8		$	149.7		$	(27.8	)	$	765.5

F-13

Capella Healthcare, Inc.
Condensed Consolidating Balance Sheets
December 31, 2010

(In Millions)

							Non-
	Parent Issuer			Guarantors			Guarantors			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	55.0		$	(4.6	)	$	(2.1	)	$	—		$	48.3
Accounts receivable, net		(0.9	)		84.1			32.4			—			115.6
Inventories		—			16.6			8.6			—			25.2
Prepaid expenses and other current assets		1.4			2.6			0.8			—			4.8
Other receivables		0.4			1.8			0.1			—			2.3
Deferred tax assets		3.5			—			—			—			3.5
Income tax receivable		0.6			—			—			—			0.6
		60.0			100.5			39.8			—			200.3
Property and equipment:
Land		—			32.5			8.2			—			40.7
Buildings and improvements		0.1			281.9			91.7			—			373.7
Equipment		0.8			136.0			33.2			—			170.0
Construction in progress		0.6			3.3			0.8			—			4.7
		1.5			453.7			133.9			—			589.1
Accumulated depreciation		(0.4	)		(108.5	)		(29.5	)		—			(138.4	)
		1.1			345.2			104.4			—			450.7
Goodwill		89.9			—			—			—			89.9
Intangible assets, net		—			7.2			1.9			—			9.1
Investments in subsidiaries		24.3			—			—			(24.3	)		—
Other assets, net		16.3			1.0			0.5			—			17.8
	$	333.0		$	453.9		$	146.6		$	(24.3	)	$	767.8
Liabilities and stockholder’s deficit
Current liabilities:
Accounts payable	$	0.8		$	14.6		$	7.0		$	—		$	22.4
Salaries and benefits payable		0.6			14.9			6.8			—			22.3
Accrued interest		23.7			—			—			—			23.7
Other accrued liabilities		4.4			6.3			2.0			—			12.7
Current portion of long-term debt		—			—			—			—			—
		29.5			35.8			15.8			—			81.1
Long-term debt		—			388.9			105.2			—			494.1
Deferred income taxes		12.8			—			—			—			12.8
Other liabilities		11.8			0.3			—			—			12.1
Redeemable controlling interests		—			—			5.5			—			5.5
Due to parent		185.5			13.5			11.2			—			210.2
Total stockholder’s deficit		(48.0	)		15.4			8.9			(24.3	)		(48.0	)
	$	333.0		$	453.9		$	146.6		$	(24.3	)	$	767.8

F-14

Capella Healthcare, Inc.
Condensed Consolidating Statements of Cash Flows
For Three Months Ended March 31, 2011
(In Millions)

							Non-
	Parent Issuer			Guarantors			Guarantors			Eliminations			Consolidated
Operating activities:
Net income (loss)	$	0.4		$	(2.4	)	$	6.6		$	(3.6	)	$	1.0
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Equity in earnings of affiliates		(3.6	)		—			—			3.6			—
Depreciation and amortization		0.1			7.4			2.1			—			9.6
Deferred income taxes		0.6			—			—			—			0.6
Losses from mark to market swap valuation		—			—			—			—			—
Changes in operating assets and liabilities, net of effects of acquisitions:														—
Accounts receivable, net		1.2			(2.7	)		(4.6	)		—			(6.1	)
Inventories		—			—			—			—			—
Prepaid expenses and other current assets		(1.3	)		(0.9	)		0.4			—			(1.8	)
Accounts payable and other current liabilities		0.7			1.6			0.7			—			3.0
Accrued salaries		0.4			3.7			0.9			—			5.0
Accrued interest		(12.0	)		—			—			—			(12.0	)
Other		1.3			—			—			—			1.3
Net cash provided by (used in) operating activities		(12.2	)		6.7			6.1			—			0.6
Investing activities:
Purchase of property and equipment, net		—			(2.9	)		(1.1	)		—			(4.0	)
Change in other assets		0.6			0.8			0.1			—			1.5
Net cash provided by (used in) investing activities		0.6			(2.1	)		(1.0	)		—			(2.5	)
Financing activities:
Advances to (from) Parent		6.3			(1.9	)		(4.6	)		—			(0.2	)
Distributions to noncontrolling interests		—			—			(0.5	)		—			(0.5	)
Net cash provided by (used in) financing activities		6.3			(1.9	)		(5.1	)		—			(0.7	)
Change in cash and cash equivalents		(5.3	)		2.7			—			—			(2.6	)
Cash and cash equivalents at beginning of year		55.0			(4.6	)		(2.1	)		—			48.3
Cash and cash equivalents at end of year	$	49.7		$	(1.9	)	$	(2.1	)	$	—		$	45.7

F-15

Capella Healthcare, Inc.
Condensed Consolidating Statements of Cash Flows
For Three Months Ended March 31, 2010
(In Millions)

							Non-
	Parent Issuer			Guarantors			Guarantors			Eliminations			Consolidated
Operating activities:
Net income (loss)	$	2.1		$	(0.6	)	$	4.2		$	(3.2	)	$	2.5
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Equity in earnings of affiliates		(3.2	)		—			—			3.2			—
Depreciation and amortization		—			6.9			2.0			—			8.9
Deferred income taxes		0.7			—			—			—			0.7
Losses from mark to market swap valuation		0.2			—			—			—			0.2
Changes in operating assets and liabilities, net of effect of acquisitions:
Accounts receivable, net		(0.1	)		(0.6	)		(6.3	)		—			(7.0	)
Inventories		—			—			0.1			—			0.1
Prepaid expenses and other current assets		1.3			(1.1	)		—			—			0.2
Accounts payable and other current liabilities		2.1			0.3			1.4			—			3.8
Accrued salaries		(0.1	)		(1.6	)		0.1			—			(1.6	)
Accrued interest		0.1			—			—			—			0.1
Other		1.5			(0.2	)		—			—			1.3
Net cash provided by operating activities		4.6			3.1			1.5			—			9.2
Cash flows from investing activities:
Purchase of property and equipment, net		(0.2	)		(2.7	)		(1.0	)		—			(3.9	)
Change in other assets		1.2			(0.9	)		(0.2	)		—			0.1
Net cash used in investing activities		1.0			(3.6	)		(1.2	)		—			(3.8	)
Net cash provided by financing activities:
Payment of debt and capital leases		—			(0.6	)		(0.2	)		—			(0.8	)
Advances to (from) Parent		(0.1	)		1.8			(0.7	)		—			1.0
Distributions to noncontrolling interests		—			—			(0.4	)		—			(0.4	)
Net cash provided by financing activities		(0.1	)		1.2			(1.3	)		—			(0.2	)
Change in cash and cash equivalents		5.5			0.7			(1.0	)		—			5.2
Cash and cash equivalents at beginning of year		25.6			(4.3	)		(1.7	)		—			19.6
Cash and cash equivalents at end of year	$	31.1		$	(3.6	)	$	(2.7	)	$	—		$	24.8

F-16

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders
Capella Healthcare, Inc.

We have audited the accompanying consolidated balance sheets of Capella Healthcare, Inc. (and subsidiaries), a wholly owned subsidiary of Capella Holdings, Inc., as of December 31, 2010 and 2009, and the related consolidated statements of operations, stockholder’s deficit, and cash flows for each of the three years in the period ended December 31, 2010. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Capella Healthcare, Inc. (and subsidiaries) at December 31, 2010 and 2009, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2010, in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP

Nashville, TN
March 30, 2011, except for Note 12, as to
which the date is June 27, 2011

F-17

Capella Healthcare, Inc.

Consolidated Balance Sheets

	December 31,
	2010			2009
	(In Millions)
Assets
Current assets:
Cash and cash equivalents	$	48.3		$	19.6
Accounts receivable, net of allowance for doubtful accounts of $123.1 and $109.6 at December 31, 2010 and 2009, respectively		115.6			121.9
Inventories		25.2			23.7
Prepaid expenses and other current assets		4.8			4.2
Other receivables		2.3			3.1
Deferred tax assets		3.5			4.3
Income tax receivable		0.6			1.0
Total current assets		200.3			177.8
Property and equipment:
Land		40.7			39.1
Buildings and improvements		373.7			373.0
Equipment		170.0			139.7
Construction in progress (estimated cost to complete and equip after December 31, 2010 is $3.9)		4.7			11.1
		589.1			562.9
Accumulated depreciation		(138.4	)		(101.2	)
		450.7			461.7
Goodwill		89.9			89.0
Intangible assets, net		9.1			8.6
Other assets, net		17.8			19.2
Total assets	$	767.8		$	756.3

F-18

	December 31,
	2010			2009
	(In Millions)
Liabilities and stockholder’s deficit
Current liabilities:
Accounts payable	$	22.4		$	25.9
Salaries and benefits payable		22.3			25.8
Accrued interest		23.7			—
Other accrued liabilities		12.7			16.5
Current portion of long-term debt		—			12.3
Total current liabilities		81.1			80.5
Long-term debt		494.1			472.2
Deferred income taxes		12.8			11.4
Other liabilities		12.1			9.8
Redeemable noncontrolling interests		5.5			5.1
Due to parent		210.2			209.3
Stockholder’s deficit:
Common stock, $0.01 par value; 1,000 shares authorized; 100 shares issued and outstanding at December 31, 2010 and 2009, respectively		—			—
Retained deficit		(48.0	)		(32.0	)
Total stockholder’s deficit		(48.0	)		(32.0	)
Total liabilities and stockholder’s deficit	$	767.8		$	756.3

See accompanying notes.

F-19

Capella Healthcare, Inc.

Consolidated Statements of Operations

	Year Ended December 31,
	2010			2009			2008
	(In Millions)
Net revenue	$	869.5		$	813.9		$	702.4
Costs and expenses:
Salaries and benefits		359.7			346.9			304.7
Supplies		119.6			109.7			96.8
Purchased services		52.6			50.4			45.3
Other operating expenses		105.7			99.9			92.5
Provision for bad debts		136.2			111.3			81.1
Loss on refinancing		20.8			—			22.4
Management fee to related party		0.2			0.2			0.2
Interest, net		48.4			48.5			50.4
Depreciation and amortization		37.1			37.8			33.7
Total costs and expenses		880.3			804.7			727.1
Income (loss) from continuing operations before income taxes		(10.8	)		9.2			(24.7	)
Income taxes		3.2			2.2			5.5
Income (loss) from continuing operations		(14.0	)		7.0			(30.2	)
Loss from discontinued operations, net of tax benefit of $0		(0.2	)		(4.5	)		(1.9	)
Net income (loss)		(14.2	)		2.5			(32.1	)
Less: Net income attributable to noncontrolling interests		1.5			0.9			0.5
Net income (loss) attributable to Capella Healthcare, Inc.	$	(15.7	)	$	1.6		$	(32.6	)

See accompanying notes.

F-20

Capella Healthcare, Inc.

Consolidated Statements of Stockholder’s Deficit

								Total
	Common Stock				Retained			Stockholder’s
	Shares		Amount		Deficit			Retained
	(In Millions, Except Share Amounts)
Balance at January 1, 2008		100	$	—	$	(0.7	)	$	(0.7	)
Adjustment to noncontrolling invests from adoption of updates to US GAAP		—		—		(0.5	)		(0.5	)
Net loss		—		—		(32.6	)		(32.6	)
Balance at December 31, 2008		100		—		(33.8	)		(33.8	)
Adjustment to redemption value of redeemable noncontrolling interests		—		—		0.2			0.2
Net income		—		—		1.6			1.6
Balance at December 31, 2009		100		—		(32.0	)		(32.0	)
Adjustment to redemption value of redeemable noncontrolling interests		—		—		(0.3	)		(0.3	)
Net loss		—		—		(15.7	)		(15.7	)
Balance at December 31, 2010		100	$	—	$	(48.0	)	$	(48.0	)

See accompanying notes.

F-21

Capella Healthcare, Inc.

Consolidated Statements of Cash Flows

	Year Ended December 31,
	2010			2009			2008
	(In Millions)
Operating activities
Net income (loss)	$	(14.2	)	$	2.5		$	(32.0	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		37.1			37.8			33.7
Loss on refinancing		20.8			—			22.4
Deferred income taxes		2.3			2.5			4.5
Stock-based compensation		0.3			0.3			0.1
(Gains) losses from mark to market swap valuation		(0.2	)		(1.7	)		4.7
Changes in operating assets and liabilities, net of effect of acquisitions:
Accounts receivable, net		6.5			(11.0	)		(1.8	)
Inventories		(1.5	)		(0.5	)		0.1
Prepaid expenses and other current assets		(0.4	)		(3.4	)		0.4
Accounts payable and other current liabilities		(7.6	)		7.8			(0.8	)
Accrued salaries		(3.4	)		4.9			1.0
Accrued interest		23.7			(0.3	)		0.2
Other		2.5			(3.3	)		3.2
Net cash provided by operating activities		65.9			35.6			35.7
Investing activities
Acquisition of healthcare businesses		—			—			(323.0	)
Escrow deposit payments for pending acquisitions		—			—			5.0
Purchases of property and equipment, net		(26.1	)		(22.1	)		(19.8	)
Proceeds from disposition of hospital		—			3.5			—
Change in other assets		2.3			2.3			0.7
Net cash used in investing activities		(23.8	)		(16.3	)		(337.1	)
Financing activities
Proceeds from long-term debt		493.7			—			501.5
Payment of debt and capital leases		(484.5	)		(3.2	)		(256.2	)
Advances (to) from Parent		0.5			(3.1	)		102.9
Payment of debt issue costs		(21.7	)		—			(40.5	)
Payments on subscription notes receivable		—			—			0.3
Distributions to noncontrolling interests		(1.4	)		(0.3	)		(0.2	)
Proceeds from noncontrolling interests		—			0.5			—
Net cash provided by (used in) financing activities		(13.4	)		(6.1	)		307.8
Change in cash and cash equivalents		28.7			13.2			6.4
Cash and cash equivalents at beginning of year		19.6			6.4			—
Cash and cash equivalents at end of year	$	48.3		$	19.6		$	6.4
Supplemental disclosure of cash flow information
Cash paid for interest	$	21.2		$	46.7		$	43.1
Cash paid (received) for taxes	$	(1.1	)	$	0.6		$	1.2

See accompanying notes.

F-22

Capella Healthcare, Inc.

Notes to Consolidated Financial Statements

December 31, 2010

1. Organization and Significant Accounting Policies

Organization

Capella Healthcare, Inc. (the Company), a Delaware corporation which was formed on April 15, 2005, is a wholly owned subsidiary of Capella Holdings, Inc. (the Parent). The Company operates hospitals and ancillary healthcare facilities in non-urban communities in the United States.

At December 31, 2010, the Company operated thirteen general acute care hospitals and ancillary healthcare facilities with a total of 1,745 licensed beds. Effective July 15, 2009, the Company sold one of its hospitals (see Note 3). In all but six of the communities in which its hospitals are located, the Company is the only provider of acute care hospital services. The Company’s hospitals are located in seven states: Washington, Oregon, Oklahoma, Missouri, Arkansas, Tennessee and Alabama.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and all subsidiaries and entities controlled by the Company through the Company’s direct or indirect ownership of a majority interest and exclusive rights granted to the Company as the sole general partner of such entities. All significant intercompany accounts and transactions have been eliminated in consolidation.

Discontinued Operations

In accordance with the provisions of Financial Accounting Standards Board (FASB) authoritative guidance regarding accounting for the impairment or disposal of long-lived assets, the Company has presented the operating results, financial position and cash flows of Woodland Medical Center (Woodland) as discontinued operations in the accompanying consolidated financial statements. The results of operations of Woodland have been reflected as discontinued operations, net of income taxes, in the accompanying consolidated statements of operations.

Fair Value of Financial Instruments

The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, accounts receivable and accounts payable approximate fair value because of the short-term nature of these instruments. The carrying amount of the Company’s 9.25% Senior Unsecured Notes was $500.0 million at December 31, 2010 as disclosed in Note 5. The estimated fair value of the 9.25% Senior Unsecured Notes at December 31, 2010 was based on the average bid and ask price as quoted by the Company’s administrative agent and was approximately $531.3 million.

Revenue Recognition and Allowance for Contractual Discounts

The Company recognizes revenues, including revenues from in-house patients and patients which have been discharged but not yet billed, in the period in which services are performed. Accounts receivable primarily consist of amounts due from third-party payors and patients. The Company has entered into agreements with third-party payors, including government programs and managed care health plans, under which the Company is paid based upon established charges, the cost of providing services, predetermined rates per diagnosis, fixed per diem rates or discounts from established charges. Amounts the Company receives for treatment of patients covered by governmental programs such as Medicare and Medicaid and other third-party payors such as health maintenance organizations, preferred provider organizations and other private insurers are generally less than the Company’s

F-23

established billing rates. Accordingly, the revenues and accounts receivable reported in the Company’s consolidated financial statements are recorded at the amount expected to be received.

The Company derives a significant portion of its revenues from Medicare, Medicaid and other payors that receive discounts from its standard charges. The Company must estimate the total amount of these discounts to prepare its consolidated financial statements. The Medicare and Medicaid regulations and various managed care contracts under which these discounts must be calculated are complex and are subject to interpretation and adjustment. The Company estimates the allowance for contractual discounts on a payor-specific basis given its interpretation of the applicable regulations or contract terms. These interpretations sometimes result in payments that differ from the Company’s estimates. Additionally, updated regulations and contract renegotiations occur frequently, necessitating regular review and assessment of the estimation process by management. Changes in estimates related to the allowance for contractual discounts affect revenues reported in the Company’s consolidated statements of operations.

Self-pay revenues are derived primarily from patients who do not have any form of healthcare coverage. The revenues associated with self-pay patients generally are reported at the Company’s gross charges. The Company provides care without charge to certain patients that qualify under the Company’s charity/indigent care policy. The Company does not report a charity/indigent care patient’s charges in revenues or in the provision for doubtful accounts as it is the Company’s policy not to pursue collection of amounts related to these patients. At the Company’s hospitals, patients treated for nonelective care, who have income at or below 200% of the federal poverty level, are eligible for charity care. The federal poverty level is established by the federal government and is based on income and family size. The Company’s hospitals provide a discount to uninsured patients who do not qualify for Medicaid or charity care. These discounts are similar to those provided to many local managed care plans. In implementing the discount policy, the Company first attempts to qualify uninsured patients for Medicaid, other federal or state assistance or charity care. If an uninsured patient does not qualify for these programs, the uninsured discount is applied.

Settlements under reimbursement agreements with third-party payors are estimated and recorded in the period the related services are rendered and are adjusted in future periods as final settlements are determined. Final determination of amounts earned under the Medicare and Medicaid programs often occurs subsequent to the year in which services are rendered because of audits by the programs, rights of appeal and the application of numerous technical provisions. There is at least a reasonable possibility that such estimates will change by a material amount in the near term. The net estimated third-party payor settlements due from the Company as of December 31, 2010 totaled $2.3 million and the net estimated third-party settlements because of the Company as of December 31, 2009 totaled $4.2 million. The net estimated third-party payor settlements are included in accounts receivable in the accompanying consolidated balance sheets. The net adjustments to estimated cost report settlements resulted in increases to revenues of $0.7 million, $4.4 million and $2.8 million for the years ended December 31, 2010, 2009 and 2008, respectively. The Company’s management believes that adequate provisions have been made for adjustments that may result from final determination of amounts earned under these programs.

Laws and regulations governing Medicare and Medicaid programs are complex and subject to interpretation. The Company believes that it is in compliance with all applicable laws and regulations and is not aware of any pending or threatened investigations involving allegations of potential wrongdoing that would have a material effect on the Company’s financial statements.

Compliance with such laws and regulations can be subject to future government review and interpretation as well as significant regulatory action including fines, penalties and exclusion from the Medicare and Medicaid programs.

Concentration of Revenues

For the years ended December 31, 2010, 2009 and 2008, approximately 48.0%, 48.7% and 44.4%, respectively, of the Company’s net revenue related to patients participating in the Medicare and Medicaid programs. The Company’s management recognizes that revenues and receivables from government agencies are significant to the Company’s operations, but it does not believe that there are significant credit risks associated with these government

F-24

agencies. The Company’s management does not believe that there are any other significant concentrations of revenues from any particular payor that would subject the Company to any significant credit risks in the collection of its accounts receivable.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand and marketable securities with original maturities of three months or less. The Company places its cash in financial institutions that are federally insured.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable primarily consist of amounts due from third-party payors and patients. The Company’s ability to collect outstanding receivables is critical to its results of operations and cash flows. To provide for accounts receivable that could become uncollectible in the future, the Company establishes an allowance for doubtful accounts to reduce the carrying value of such receivables to their estimated net realizable value. The primary uncertainty of such allowances lies with uninsured patient receivables and deductibles, co-payments or other amounts due from individual patients.

Additions to the allowance for doubtful accounts are made by means of the provision for bad debts. Accounts written off as uncollectable are deducted from the allowance for doubtful accounts and subsequent recoveries are added. The amount of the provision for bad debts is based upon management’s assessment of historical and expected net collections, business and economic conditions, trends in federal, state, and private employer healthcare coverage and other collection indicators. The provision for bad debts and the allowance for doubtful accounts relate primarily to “uninsured” amounts (including copayment and deductible amounts from patients who have healthcare coverage) due directly from patients. Accounts are written off when all reasonable internal and external collection efforts have been performed. The Company considers the return of an account from the primary external collection agency to be the culmination of its reasonable collection efforts and the timing basis for writing off the account balance. Accounts written off are based upon specific identification and the writeoff process requires a writeoff adjustment entry to the patient accounting system. Management relies on the results of detailed reviews of historical writeoffs and recoveries (the hindsight analysis) as a primary source of information to utilize in estimating the collectibility of the Company’s accounts receivable. The Company performs the hindsight analysis on a monthly basis for all hospitals, utilizing rolling twelve-month accounts receivable collection, writeoff, and recovery data. The Company supplements its hindsight analysis with other analytical tools, including, but not limited to, revenue days in accounts receivable, historical cash collections experience and revenue trends by payor classification. Adverse changes in general economic conditions, billing and collections operations, payor mix, or trends in federal or state governmental healthcare coverage could affect the Company’s collection of accounts receivable, cash flows and results of operations.

A summary of activity in the Company’s allowance for doubtful accounts is as follows (in millions):

			Additions		Accounts
	Balances at		Charged to		Written Off,			Allowances
	Beginning of		Costs and		Net of			Acquired in		Balances at
	Year		Expenses		Recoveries			Acquisition		End of Year
Year ended December 31, 2010	$	109.6	$	136.2	$	(122.7	)	$	—	$	123.1
Year ended December 31, 2009	$	98.8	$	111.3	$	(100.5	)	$	—	$	109.6
Year ended December 31, 2008	$	35.6	$	81.1	$	(56.9	)	$	39.0	$	98.8

F-25

Inventories

Inventories are stated at the lower of cost (first-in, first-out) or market and are principally composed of medical supplies and pharmaceuticals. These inventory items are primarily operating supplies used in the direct or indirect treatment of patients.

Long-Lived Assets

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Routine maintenance and repairs are charged to expense as incurred. Expenditures that increase capacities or extend useful lives are capitalized. Fully depreciated assets are retained in property and equipment accounts until they are disposed.

Depreciation is computed by applying the straight-line method over the estimated useful lives of buildings and improvements and equipment. Assets under capital leases, if any, are amortized using the straight-line method over the shorter of the estimated useful life of the assets or the lease term, excluding any lease renewals, unless the lease renewals are reasonably assured. Buildings and improvements are depreciated over estimated lives ranging generally from ten to forty years. Estimated useful lives of equipment vary generally from three to ten years. Depreciation expense totaled approximately $37.1 million, $37.8 million and $33.8 million for the years ended December 31, 2010, 2009 and 2008, respectively. Amortization expense related to assets under capital leases, if any, is included in depreciation expense.

The Company evaluates its long-lived assets for possible impairment whenever circumstances indicate that the carrying amount of the asset, or related group of assets, may not be recoverable from estimated future cash flows. Fair value estimates are derived from established market values of comparable assets or internal calculations of estimated future net cash flows.

The Company’s estimates of future cash flows are based on assumptions and projections it believes to be reasonable and supportable. The Company’s assumptions take into account revenue and expense growth rates, patient volumes, changes in payor mix, and changes in legislation and other payor payment patterns.

Deferred Loan Costs

The Company records deferred loan costs for expenditures related to acquiring or issuing new debt instruments. These expenditures include bank fees and premiums, as well as attorneys’ and filing fees. Deferred loan costs totaled approximately $16.3 million and $18.3 million, net of accumulated amortization of approximately $4.2 million and $6.0 million at December 31, 2010 and 2009, respectively, and are included in other assets on the accompanying consolidated balance sheets. The Company amortizes these deferred loan costs over the life of the respective debt instrument, using the effective interest method.

Goodwill and Intangible Assets

The Company accounts for its acquisitions under the provisions of FASB authoritative guidance regarding business combinations and goodwill and other intangible assets. Goodwill represents the excess of the cost of an acquired entity over the net of the amounts assigned to assets acquired and liabilities assumed. Goodwill and intangible assets with indefinite lives are reviewed by the Company at least annually for impairment. The Company’s business comprises a single operating reporting unit for impairment test purposes. For the purposes of these analyses, the Company’s estimates of fair value are based on the income approach, which estimates the fair value of the Company based on its future discounted cash flows. In addition to the annual impairment reviews, impairment reviews are performed whenever circumstances indicate a possible impairment may exist. The Company performed its annual impairment tests as of October 1, and did not incur any impairment charges during the years ended December 31, 2010, 2009 and 2008.

F-26

The Company’s intangible assets relate to contract-based physician minimum revenue guarantees and certificates of need. The contract-based physician revenue guarantees are amortized over the terms of the respective agreements. The certificates of need were determined to have indefinite lives by an independent appraiser and, accordingly, are not amortized.

Physician Minimum Revenue Guarantees

The Company has committed to provide certain financial assistance pursuant to recruiting agreements, or “physician minimum revenue guarantees,” with various physicians practicing in the communities it services. In consideration for a physician relocating to one of its communities and agreeing to engage in private practice for the benefit of the respective community, the Company may advance certain amounts of money to a physician, to assist in establishing his or her practice.

The Company accounts for its physician minimum revenue guarantees in accordance with the provisions of FASB authoritative guidance regarding accounting for minimum revenue guarantees. The Company records a contract-based intangible asset and related guarantee liability for new physician minimum revenue guarantees. The contract-based intangible asset is amortized to other operating expenses over the period of the respective physician contract, which is typically four years.

Income Taxes

The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company assesses the likelihood that deferred tax assets will be recovered from future taxable income. To the extent the Company believes that recovery is not likely, a valuation allowance is established. To the extent the Company establishes a valuation allowance or increases this allowance, the Company must include an expense within the provision for income taxes in the consolidated statements of operations.

The Company follows the provisions of FASB authoritative guidance regarding income taxes. This guidance clarifies the accounting for uncertainties in income taxes recognized in financial statements and requires the impact of a tax position to be recognized in the financial statements if that position is more likely than not of being sustained by the taxing authority.

Professional and General Liability Claims

Given the nature of the Company’s operating environment, the Company is subject to potential medical malpractice lawsuits and other claims as part of providing healthcare services. To mitigate a portion of this risk, the Company maintains insurance through Auriga Insurance Group, a wholly owned subsidiary of the Parent, for professional and general claims of $4.75 million per occurrence and $14.25 million in the aggregate per policy year, subject to a $0.25 million self-insured retention per occurrence. The Company also maintains umbrella policies for professional and general claims which covers an additional $50 million per occurrence and in the aggregate. The Company’s reserves for professional and general liability claims are based upon independent actuarial calculations, which consider historical claims data, demographic considerations, severity factors, and other actuarial assumptions in determining reserve estimates. Reserve estimates are discounted to present value using a 3% discount rate.

Exposures at the Company’s hospitals prior to the date of their respective acquisition are indemnified by the respective prior owners. Accordingly, the Company appropriately has not estimated any exposure for claims prior to the respective acquisition dates of its hospitals. The Company utilized information provided by an independent third-party actuary to estimate its 2010 and 2009 liability for professional and general liability claims. Using historical claim payments and developments, the Company estimated the exposure for each of its facilities and

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recorded a reserve of approximately $12.4 million and $9.7 million at December 31, 2010 and 2009, respectively. The current portion of the reserves, $2.3 million and $1.8 million at December 31, 2010 and 2009, respectively, is included in other accrued liabilities on the consolidated balance sheets. The long-term portion of the reserves for professional and general liability claims is included in other liabilities on the accompanying consolidated balance sheets.

The Company’s expense for professional and general liability claims each year includes: the actuarially determined estimate of losses for the current year, including claims incurred but not reported; the change in the estimate of losses for prior years based upon actual claims development experience as compared to prior actuarial projections; amortization of the insurance premiums for losses in excess of the Company’s self-insured retention level; the administrative costs of the insurance program; and interest expense related to the discounted portion of the liability. The total expense recorded under the Company’s professional and general liability insurance program for the years ended December 31, 2010, 2009 and 2008, was approximately $11.8 million, $10.9 million and $10.7 million, respectively.

Workers’ Compensation Reserves

Given the nature of the Company’s operating environment, it is subject to potential workers’ compensation claims as part of providing healthcare services. To mitigate a portion of this risk, the Company maintained insurance for individual workers’ compensation claims exceeding approximately $1.6 million. The Company’s facility located in the state of Washington participates in a state-specific program rather than the Company’s established program. The Company’s two facilities located in Oklahoma participate in a fully insured state-specific workers’ compensation program.

The Company’s reserve for workers’ compensation is based upon an independent third-party actuarial calculation, which considers historical claims data, demographic considerations, development patterns, severity factors and other actuarial assumptions. Reserve estimates are undiscounted and are revised on an annual basis. The reserve for workers’ compensation claims at the balance sheet date reflects the current estimate of all outstanding losses, including incurred but not reported losses, based upon an actuarial calculation. The Company’s reserve for workers’ compensation claims was approximately $2.7 million and $2.0 million at December 31, 2010 and 2009, respectively. The current portion of the reserves, $0.9 million and $0.8 million at December 31, 2010 and 2009, respectively, is included in other accrued liabilities on the accompanying consolidated balance sheets. The long-term portion of the reserves for workers’ compensation claims is included in other liabilities on the accompanying consolidated balance sheets.

The Company’s expense for workers’ compensation claims each year includes: the actuarially determined estimate of losses for the current year, including claims incurred but not reported; the change in the estimate of losses for prior years based upon actual claims development experience as compared to prior actuarial projections; amortization of the insurance premiums for losses in excess of the Company’s self-insured retention level; and the administrative costs of the insurance program. The total expense recorded under the Company’s workers’ compensation insurance program for the years ended December 31, 2010, 2009 and 2008, was approximately $3.9 million, $2.8 million and $3.6 million, respectively.

Self-Insured Medical Benefits

The Company is self-insured for substantially all of the medical expenses and benefits of its employees. The reserve for medical benefits primarily reflects the current estimate of incurred but not reported losses, based upon an actuarial calculation. The undiscounted reserve for self-insured medical benefits was approximately $3.6 million at December 31, 2010 and 2009, respectively, and is included in other accrued liabilities on the accompanying consolidated balance sheets. The Company purchases stop loss coverage from Auriga Insurance Group, in which the Company will be reimbursed for any employee’s medical claims that exceed $0.35 million per year.

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Noncontrolling Interests in Consolidated Entities

The consolidated financial statements include all assets, liabilities, revenue and expenses of less than 100% owned entities controlled by the Company. Accordingly, management has recorded noncontrolling interests in the earnings and equity of such consolidated entities.

Certain of the Company’s noncontrolling interests include redemption features, including death and retirement, which cause these interests not to meet the requirements for classification as equity in accordance with FASB authoritative guidance. Redemption of these interests features would require the delivery of cash. Accordingly, these noncontrolling interests are classified in the mezzanine section of the Company’s accompanying consolidated balance sheets.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation.

Use of Estimates

The preparation of the accompanying consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Recently Issued Accounting Pronouncements

In August 2010, the FASB issued authoritative guidance requiring companies in the healthcare industry to use its direct and indirect costs of providing charity care as the measurement basis for charity care disclosures. This guidance also requires additional disclosures of the method used to identify such costs. This guidance is effective for fiscal years beginning after December 15, 2010 and will be adopted by the Company in the first quarter of 2011. The adoption of this standard will have no impact on the Company’s consolidated results of operations and consolidated financial position.

2. Business Acquisitions

Acquisition — 2008

On March 1, 2008, the Company executed a stock purchase agreement to purchase nine hospitals and their affiliated healthcare businesses from Community Health Systems, Inc. (Community Acquisition) for a base purchase price of $315 million plus direct and incremental costs of the acquisition. The hospitals included in the Community Acquisition were as follows:

Facility Name	Location	Licensed Beds
Hartselle Medical Center	Hartselle, AL		150
Jacksonville Medical Center	Jacksonville, AL		89
Parkway Medical Center	Decatur, AL		120
Woodland Medical Center	Cullman, AL		100
National Park Medical Center	Hot Springs, AR		166
St. Mary’s Regional Medical Center	Russellville, AR		170
Mineral Area Regional Medical Center	Farmington, MO		135
White County Community Hospital	Sparta, TN		60
Willamette Valley Medical Center	McMinnville, OR		88

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The Community Acquisition was financed from the proceeds under the Company’s 2008 Credit Agreement (See Note 5) and cash advanced by the Parent.

The Community Acquisition was accounted for using the purchase method of accounting. The purchase price was allocated to the assets acquired and liabilities assumed based upon their respective fair values. The fair value of the property and equipment was obtained from an independent third-party valuation firm. The operating results of the Community Acquisition have been included in the accompanying consolidated statements of operations from the date of acquisition.

The following table summarizes the final allocation of the purchase price of the Community Acquisition, including assumed liabilities and direct and incremental transaction costs (in millions):

Fair value of assets acquired:
Accounts receivable, net	$	54.9
Inventories		12.1
Prepaid expenses and other current assets		3.4
Property and equipment		249.8
Goodwill		23.4
Other assets		1.4
Liabilities assumed:
Accounts payable		10.3
Accrued salaries		10.2
Accrued expenses and other current liabilities		0.4
Capital lease obligations		0.2
Other liabilities		1.7
Net cash paid	$	322.2

The majority of the healthcare entities acquired by the Company since its inception are the primary providers of healthcare services in their markets and, as previously underperforming hospitals, present the Company with the opportunity, under its management, to increase profitability and garner local market share. The Company’s strategy with respect to these markets is to improve hospital operations, decrease operating expenses, expand healthcare services to increase market share by reducing patient out-migration, and to recruit and retain quality physicians to increase the quality of healthcare and the breadth of healthcare services.

3. Discontinued Operations

Effective July 15, 2009, the Company sold the hospital physical plant and the operations of Woodland Medical Center (Woodland), a 100 bed facility located in Cullman, Alabama, to an in-market competitor. The proceeds from the sale were $3.5 million in cash. The Company retained certain equipment, accounts receivable, other current assets and liabilities of Woodland. The equipment retained was subsequently transferred to other facilities owned by the Company. There was no gain or loss recorded on the sale of Woodland.

Net revenues and loss reported in discontinued operations for Woodland are as follows (in millions):

			Year Ended December 31,
	2010		2009		2008
Net revenues	$	—	$	11.6	$	11.1
Loss from operations before income taxes	$	0.2	$	4.5	$	1.9
Loss from discontinued operations, net of tax	$	0.2	$	4.5	$	1.9

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4. Intangible Assets

The following table presents the components of the Company’s intangible assets at December 31 (in millions):

	Gross
	Carrying		Accumulated			Net
Class of Intangible Assets	Amount		Amortization			Total
Amortized intangible assets:
Contract-based physician minimum revenue guarantees:
2010	$	15.9	$	(7.4	)	$	8.5
2009	$	13.7	$	(5.5	)	$	8.2
Indefinite-lived intangible assets:
Certificates of need
2010	$	0.6	$	—		$	0.6
2009	$	0.4	$	—		$	0.4
Total intangible assets:
2010	$	16.5	$	(7.4	)	$	9.1
2009	$	14.1	$	(5.5	)	$	8.6

Contract-Based Physician Minimum Revenue Guarantees

As discussed in Note 1, the Company records a contract-based intangible asset and a related guarantee liability for each new physician minimum revenue guarantee contract. The contract-based intangible asset is amortized into physician recruiting expense over the period of the physician contract, which is typically four years. The Company has committed to advance a maximum amount of approximately $3.2 million at December 31, 2010. As of December 31, 2010 and 2009, the Company’s liability balance for contract-based physician minimum revenue guarantees was approximately $1.1 million and $1.3 million, respectively, which is included in other accrued liabilities in the accompanying consolidated balance sheets.

Certificates of Need

The construction of new facilities, the acquisition or expansion of existing facilities and the addition of new services and certain equipment at the Company’s facilities may be subject to state laws that require prior approval by state regulatory agencies. These certificates of need laws generally require that a state agency determine the public need and give approval prior to the construction or acquisition of facilities of the addition of new services. The Company operates hospitals in certain states that have adopted certificate of need laws. If the Company fails to obtain necessary state approval, the Company will not be able to expand its facilities, complete acquisitions or add new services at its facilities in these states. An independent appraiser values each certificate of need when the Company acquires a hospital. In addition, these intangible assets were determined to have indefinite lives and, accordingly, are not amortized.

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Amortization Expense

Total estimated amortization expense for the Company’s intangible assets during the next five years and thereafter are as follows (in million):

2011	$	4.1
2012		2.8
2013		1.3
2014		0.3
2015		—
Thereafter		—
	$	8.5

5. Long-Term Debt

A summary of the Company’s long-term debt at December 31, 2010 and 2009 follows (in millions):

	2010			2009
9.25% Senior Unsecured Notes	$	500.0		$	—
Unamortized discount on 9.25% Senior Unsecured Notes		(5.9	)		—
Senior Secured Asset Based Loan		—			—
Term loans payable under credit facility due 2016		—			484.5
Revolving Loans		—			—
Total	$	494.1		$	484.5
Less current maturities		—			(12.3	)
Total long-term debt	$	494.1		$	472.2

Maturities of the Company’s long-term debt at December 31, 2010 are as follows (in thousands):

2011	$	—
2012		—
2013		—
2014		—
2015		—
Thereafter		500.0
	$	500.0

9.25% Senior Unsecured Notes

In June 2010, the Company completed a comprehensive refinancing plan (the Refinancing). Under the Refinancing, the Company issued $500 million of new 9.25% Senior Unsecured Notes due 2017 (the 9.25% Notes) and entered into a new senior secured asset-based loan (ABL), consisting of a $100 million revolving credit facility maturing in November 2014 (the 2010 Revolving Facility). The proceeds from the 9.25% Notes were used to repay the outstanding principal and interest related to the Company’s 2008 bank credit agreement and to pay fees and expenses relating to the Refinancing of approximately $21.7 million.

Interest on the 9.25% Notes is payable semi-annually on July 1 and January 1 of each year. The 9.25% Notes are unsecured general obligations of the Company and rank pari passu in right of payment to all existing and future senior unsecured indebtedness of the Company. All payments on the 9.25% Notes are guaranteed jointly and severally on a senior unsecured basis by the Company and its subsidiaries, other than those subsidiaries that do not guarantee the obligations of the borrowers under the Company’s prior senior credit facilities.

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The Company may redeem up to 35% of the 9.25% Notes prior to July 1, 2013, with the net cash proceeds from certain equity offerings at a price equal to 109.25% of their principal amount, plus accrued and unpaid interest. The Company may redeem all or a part of the 9.25% Notes at any time on or after July 1, 2013, plus accrued and unpaid interest, if any, to the date of redemption plus a redemption price equal to a percentage of the principal amount of the notes redeemed based on the following redemption schedule:

July 1, 2013 to June 30, 2014	106.938	%
July 1, 2014 to June 30, 2015	104.625	%
July 1, 2015 to June 30, 2016	102.313	%
July 1, 2016 and thereafter	100.000	%

If the Company experiences a change of control under certain circumstances, they must offer to repurchase all of the notes at a price equal to 101.000% of their principal amount, plus accrued and unpaid interest, if any, to the repurchase date.

The 9.25% Notes contain customary affirmative and negative covenants, which among other things, limit the Company’s ability to incur additional debt, create liens, pay dividends, effect transactions with its affiliates, sell assets, pay subordinated debt, merge, consolidate, enter into acquisitions and effect sale leaseback transactions.

Upon the occurrence of certain events, the Company may request the 2010 Revolving Facility to be increased by an aggregate amount not to exceed $25.0 million. Availability under the 2010 Revolving Facility is subject to a borrowing base of 85% of eligible net accounts receivable. Borrowings under the ABL bear interest at a rate equal to, at the Company’s option, either (a) LIBOR plus an applicable margin or (b) Base Rate, as defined, plus an applicable margin. The applicable margin in effect for borrowings during the two fiscal quarters following the date of the ABL is 2.25% with respect to Base Rate borrowings and 3.25% with respect to LIBOR borrowings. Beginning with third fiscal quarter following the date of the ABL, the applicable margin in effect for borrowings may be reduced to 2.00% with respect to Base Rate borrowings and 3.00% with respect to LIBOR borrowings, or increased to 2.50% with respect to Base Rate borrowings and 3.50% for LIBOR borrowings, subject to the company’s fixed charge coverage ratio. In addition to paying interest on outstanding principal under the ABL, the Company is required to pay a commitment fee to the lenders under the 2010 Revolving Facility in respect of the unutilized commitments thereunder. If the average facility usage, as defined, for the most recently ended calendar month is greater than or equal to 50% of the aggregate commitments for such calendar month, the commitment fee shall be 0.50% per annum. Otherwise, the commitment fee shall be 0.75% per annum. The Company must also pay customary letter of credit fees. Principal amounts outstanding under the ABL are due and payable in full at maturity (November 2014).

At December 31, 2010, the Company had no outstanding 2010 Revolving Facility loans. At December 31, 2010, the Company had a borrowing base of $65.3 million, net of outstanding letters of credit of $4.9 million, as the collateral under the Company’s workers compensation programs, immediately available for borrowing under the ABL.

Loss on Refinancing

In connection with the Refinancing, the Company recorded a loss on refinancing of $20.8 million. The loss on refinancing includes $7.1 million in prepayment penalties on certain amounts outstanding under the Company’s previous bank credit agreement, $12.0 million of previously capitalized loan costs related to the Company’s previous bank credit agreement and $1.7 million of loan costs incurred relate to the new debt instruments that the Company expenses in accordance with accounting guidance related to modifications or exchanges of debt instruments.

Debt Covenants

The indenture governing the 9.25% Notes contains a number of covenants that among other things, restrict, subject to certain exceptions, our ability and the ability of the Company’s subsidiaries, to sell assets, incur additional indebtedness or issue preferred stock, pay dividends and distributions or repurchase our capital stock, create liens on assets, make investments, engage in mergers or consolidations, and engage in certain transactions with affiliates. At December 31, 2010, the Company was in compliance with all debt covenants for the 9.25% Notes that were subject to testing at that date.

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The ABL agreement contains a number of covenants, including the requirement that the Company’s fixed charge coverage ratio (as defined) cannot be less than 1.10 to 1.00 at the end of any measurement period. At December 31, 2010, the Company was in compliance with all ABL debt covenants that were subject to testing at that date.

2008 Bank Credit Agreement

In March 2008, the Company amended and restated its credit agreements (Second Amended and Restated Credit Agreements) in connection with the financing of the Community Acquisition. The Second Amended and Restated Credit Agreements provide for secured Term B loans up to $312 million (the Second Amended Term B Loans), secured Term C loans up to $178 million (the Second Amended Term C Loans), and Revolving Loans of up to $45 million (the Second Amended Revolving Loans). In March 2008, all amounts outstanding under the Company’s previous Amended and Restated Credit Agreements were repaid and the Company borrowed $312 million in the form of Second Amended Term B Loans and $178 million in the form of Second Amended Term C Loans in connection with the financing of the Community Acquisition.

In connection with the refinancing in 2008, the Company recorded a loss on refinancing of approximately $22.4 million.

Interest Rate Hedging Activities

In December 2009, the Company terminated its interest rate swap agreements executed in 2005 and 2006. The terminated swaps hedged $125 million of the Company’s variable rate indebtedness. In connection with the termination of the swap agreements, the Company paid approximately $6.1 million to settle the outstanding fair market value of the swaps. Simultaneously with the termination of the swap agreements, the Company executed an interest rate cap agreement on a notional value of $75 million for a period of three years and paid approximately $0.6 million under this agreement. This agreement caps interest at 4.5%.

In December 2008, the Company executed an interest rate swap agreement, which effectively hedged, for a two year period, $50 million of the Company’s outstanding variable rate indebtedness. The 2008 interest rate swap was fixed at 1.9%. In December 2010, this swap expired with no remaining fair market value.

While the Company anticipates that the counterparties will satisfy their obligations under the agreements fully, the Company is exposed to credit losses in the event of nonperformance by the counterparties to the financial instruments. The Company accounts for its interest rate cap agreement under the provision of FASB authoritative guidance regarding fair value measurements, which provided a single definition of fair value, established a framework for measuring fair value, and expanded disclosures concerning fair value measurements. The Company applies these provisions to the valuation and disclosure of its interest rate hedge. The authoritative guidance establishes a three-tier fair value hierarchy, which prioritizes inputs used in measuring fair value. These tiers include: (i) Level 1, which is defined as quoted prices in active markets that can be assessed at the measurement date; (ii) Level 2, which is defined as inputs other than quoted prices in active markets that are observable, either directly or indirectly; and (iii) Level 3, which is defined as unobservable inputs resulting from the existence of little or no market data, therefore potentially requiring an entity to develop its own assumptions.

The Company determines the fair value of its interest rate hedges in a manner consistent with that used by market participants in pricing hedging instruments, which includes using a discounted cash flow analysis based upon the terms of the agreements, the impact of the one-month forward LIBOR curve and an evaluation of credit risk. Given the use of observable market assumptions and the consideration of credit risk, the Company has categorized the valuation of its interest rate hedge as Level 2.

The Company entered into its interest rate hedge agreements to mitigate the floating rate interest risk on a portion of its previously outstanding borrowings under the 2008 bank credit agreement. The fair value of the interest rate swap represented a liability of approximately $0.7 million at December 31, 2009. The fair value of the interest rate cap represented an asset of approximately $44,000 and $0.6 million at December 31, 2010 and 2009, respectively. The mark-to-market adjustment to reflect the fair value of the interest rate hedging instruments is reflected as interest

F-34

expense in the accompanying consolidated statements of operations and represented income of $0.2 million, $1.7 million and $4.7 million for the years ended December 31, 2010, 2009 and 2008, respectively.

6. Due to Parent

From time to time, the Company will receive cash advances from the Parent. The cash advances are generally for the purpose of funding business acquisitions of the Company. The amounts due to Parent are reduced by expenses paid by the Company on behalf of the Parent.

In March 2008, the Company received approximately $102.8 million from the Parent to partially fund the Community Acquisition. The cash proceeds resulted from the issuance of shares of Preferred Stock of the Parent.

Payment in kind dividends on each share of the Preferred Stock issued prior to April 24, 2006 accrue at a rate of 8% per annum on the liquidation value of $1,000 per share plus all accumulated and unpaid dividends thereon. Payment in kind dividends on each share of the Preferred Stock issued after April 24, 2006 accrue at a rate of 7% per annum on the liquidation value of $1,000 per share plus all accumulated and unpaid dividends thereon.

The Company also paid certain expenses incurred by the Parent in 2010, 2009 and 2008, resulting in a reduction of the amount due to Parent.

The Parent does not charge interest to the Company on the amounts due to Parent.

7. Income Taxes

The provision for income taxes from continuing operations for the years ended December 31, 2010, 2009 and 2008 consists of the following (in millions):

	2010			2009			2008
Current:
Federal	$	—		$	(0.3	)	$	0.4
State		0.9			0.1			0.6
Total current		0.9			(0.2	)		1.0
Deferred:
Federal		(3.4	)		3.9			(8.6	)
State		(1.5	)		(1.0	)		(2.1	)
Total deferred		(4.9	)		2.9			(10.7	)
Increase (decrease) in valuation allowance		7.2			(0.5	)		15.2
Total	$	3.2		$	2.2		$	5.5

A reconciliation of the statutory federal income tax rate to the Company’s effective income tax rate from continuing operations for the years ended December 31, 2010, 2009 and 2008 is as follows (dollars in millions):

F-35

	2010					2009					2008
Federal statutory rate	$	(3.6	)	34	%	$	3.1		34	%	$	(8.4	)	34	%
State income taxes, net of federal income tax benefits		(0.4	)	4			(0.6	)	(6	)		(1.0	)	4
Non-deductible expense		—		—			—		—			0.3		(1	)
Employment tax credits		0.4		(4	)		0.3		3			—		—
AMT tax credit		—		—			—		—			(0.4	)	1
Effect of actualization of prior year tax return to prior year tax provision		0.1		(1	)		0.1		1			—		—
Noncontrolling interests		(0.5	)	5			(0.3	)	(3	)		(0.2	)	1
Valuation allowance		7.2		(67	)		(0.4	)	(5	)		15.2		(61	)
Effective income tax rate	$	3.2		(29	)%	$	2.2		24	%	$	5.5		(22	)%

Deferred income taxes result from temporary differences in the recognition of assets, liabilities, revenues and expenses for financial accounting and tax purposes. Sources of these differences and the related tax effects at December 31, 2010 and 2009 are as follows (in millions):

	2010			2009
Deferred income tax liabilities:
Depreciation and amortization	$	25.2		$	19.4
Joint ventures		2.8			0.9
Physician income guarantees		0.4			0.6
Other		0.7			0.3
Total deferred tax liabilities		29.1			21.2
Deferred income tax assets:
Deferred loan costs		—			4.5
Organization costs		0.5			0.5
Professional liability claims		3.8			3.1
Accrued paid time off		3.0			2.8
Employee medical claims		1.1			1.1
Net operating losses		32.4			11.4
AMT credit		0.1			0.1
Employment credit		2.5			—
Accrued expenses		1.8			3.3
Charitable contributions		0.6			0.5
Provision for doubtful accounts		4.5			4.0
Other		—			0.4
Total deferred income tax assets		50.3			31.7
Valuation allowance		(30.5	)		(17.6	)
Net deferred income tax assets		19.8			14.1
Net deferred income tax liabilities	$	(9.3	)	$	(7.1	)

Because of uncertainties related to the realization of certain deferred tax assets, the Company recorded a valuation allowance of approximately $30.5 million as of December 31, 2010 and approximately $17.6 million as of December 31, 2009.

The Company has federal and state net operating loss carryforwards of approximately $70.5 million and $133.3 million, respectively at December 31, 2010, which will begin to expire in 2020 and 2029. The Company is not currently under any federal or state tax examination.

Effective January 1, 2009, The Company adopted the provisions of FASB authoritative guidance regarding income

F-36

tax uncertainties. Upon adoption of these provisions, the Company did not record a liability for uncertain tax deductions. At December 31, 2010, the liability for unrecognized tax benefits remains at zero. Under these new provisions, the Company has elected to classify interest paid on an underpayment of income tax and related penalties as part of income tax expense.

8. Commitments and Contingencies

Employment Agreements

The Company has executed senior management agreements with eight of its senior executive officers. The agreements provide for minimum salary levels, adjusted based upon individual and Company performance criteria, as well as for participation in bonus plans which are payable if specific management goals are met. The agreements also provide for severance benefits, if certain criteria are met, for a period of up to two years. The senior management agreements remain in place for each of the senior executive officers during their period of employment with the Company or any of its subsidiaries.

Legal Proceedings and General Liability Claims

The Company is, from time to time, subject to claims and suits arising in the ordinary course of business, including claims for damages for personal injuries, medical malpractice, breach of management contracts, wrongful restriction of or interference with physicians’ staff privileges and employment related claims. In certain of these actions, plaintiffs request punitive or other damages against the Company which may not be covered by insurance. The Company is currently not a party to any proceeding which, in management’s opinion, would have a material adverse effect on the Company’s business, financial condition or results of operations.

9. Leases

The Company leases various buildings and equipment under operating lease agreements. The leases expire at various times and have various renewal options. At December 31, 2010, the Company has no leases under capital lease arrangements.

Operating lease rental expense relating primarily to the rental of buildings and equipment for the years ended December 31, 2010, 2009 and 2008 was approximately $14.4 million, $13.0 million and $11.3 million, respectively.

Future minimum rental commitments under noncancelable operating leases with an initial term in excess of one year at December 31, 2010, consist of the following (in millions):

Fiscal year:
2011	$	7.9
2012		6.8
2013		5.5
2014		4.2
2015		3.3
Thereafter		4.2
Total minimum lease commitments	$	31.9

10. Related-Party Transactions

On May 4, 2005, the Company executed a Professional Services Agreement (“PSA”) with GTCR Golder Rauner II, LLC (“GTCR”), whereby GTCR will provide ongoing financial and management consulting to Healthcare until all investment funds managed by GTCR cease to own at least 10% of the collective Preferred Stock and Common Stock of the Parent. Under the PSA, the Company shall pay GTCR a placement fee of up to 1% of any debt financing in which GTCR is involved in raising the debt financing.

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Under the PSA, the Company shall pay GTCR an annual management fee equal to $0.15 million upon the Company’s achievement of EBITDA (as defined in the PSA) of $30 million. In each of 2010 and 2009, the Company paid GTCR $0.15 million in management fees under the PSA.

11. Retirement Plan

The Company has a defined contribution plan, effective December 1, 2005, covering all employees who have completed six months of service, as defined, and are age eighteen or older. Participants may contribute up to 99% of their annual compensation, as defined, up to a maximum of $16,500 for participants under the age of 50 or $22,000 for participants aged 50 years or older. Employer contributions amount to 100% of the first 2% of employee contributions and 25% on the next 4% of employee contributions, up to 3% of the individual participant’s annual compensation, as defined. Retirement plan expense was approximately $3.8 million and $3.7 million for the years ended December 31, 2009 and 2008, respectively, and is included in salaries and benefits on the consolidated statements of operations. The Company did not authorize an employer contribution for 2010.

12. Guarantor and Non-Guarantor Supplementary Information

The Company’s 9.25% Notes are jointly and severally guaranteed on an unsecured senior basis by substantially all of the Company’s existing subsidiaries that guarantee the Company’s previously existing bank credit agreement. The following presents the condensed consolidating financial information for the parent issuer, guarantor subsidiaries, non-guarantor subsidiaries, certain eliminations and the Company for the years ended December 31, 2010, 2009 and 2008 and as of December 31, 2010 and 2009:

Capella Healthcare, Inc.
Condensed Consolidating Statements of Operations
For the Year Ended December 31, 2010
(In Millions)

	Parent						Non-
	Issuer			Guarantors			Guarantors			Eliminations			Consolidated
Net revenue	$	—		$	643.2		$	226.3		$	—		$	869.5
Salaries and benefits		4.7			271.9			83.1			—			359.7
Supplies		0.1			78.5			41.0			—			119.6
Purchased services		1.4			37.2			14.0			—			52.6
Other operating expenses		2.0			82.7			21.0			—			105.7
Provision for bad debts		1.5			102.1			32.6			—			136.2
Equity in (earnings) losses of affiliates		(11.3	)		—			—			11.3			—
Loss on refinancing		20.8			—			—			—			20.8
Management fees		(9.3	)		7.1			2.4			—			0.2
Interest, net		3.8			36.8			7.8			—			48.4
Depreciation and amortization		0.1			28.7			8.3			—			37.1
Total costs and expenses		13.8			645.0			210.2			11.3			880.3
Income (loss) from continuing operations before income taxes		(13.8	)		(1.8	)		16.1			(11.3	)		(10.8	)
Income taxes		1.9			0.9			0.4			—			3.2
Income (loss) from continuing operations		(15.7	)		(2.7	)		15.7			(11.3	)		(14.0	)
Loss from discontinued operations		—			—			(0.2	)		—			(0.2	)
Net income (loss)		(15.7	)		(2.7	)		15.5			(11.3	)		(14.2	)
Less: Net income attributable to noncontrolling interests		—			—			1.5			—			1.5
Net income (loss) attributable to Capella Healthcare, Inc.	$	(15.7	)	$	(2.7	)	$	14.0		$	(11.3	)	$	(15.7	)

F-38

Capella Healthcare, Inc.
Condensed Consolidating Statements of Operations
For the Year Ended December 31, 2009
(In Millions)

	Parent					Non-
	Issuer			Guarantors		Guarantors			Eliminations			Consolidated
Net revenue	$	—		$	616.0	$	197.9		$	—		$	813.9
Salaries and benefits		12.0			257.1		77.8			—			346.9
Supplies		—			74.4		35.3			—			109.7
Purchased services		1.0			37.2		12.2			—			50.4
Other operating expenses		2.2			76.9		20.8			—			99.9
Provision for bad debts		—			86.4		24.9			—			111.3
Equity in (earnings) losses of affiliates		(8.7	)		—		—			8.7			—
Management fees		(11.6	)		8.6		3.2			—			0.2
Interest, net		2.1			37.0		9.4			—			48.5
Depreciation and amortization		0.1			28.7		9.0			—			37.8
Total costs and expenses		(2.9	)		606.3		192.6			8.7			804.7
Income (loss) from continuing operations before income taxes		2.9			9.7		5.3			(8.7	)		9.2
Income taxes		1.3			0.7		0.2			—			2.2
Income (loss) from continuing operations		1.6			9.0		5.1			(8.7	)		7.0
Loss from discontinued operations		—			—		(4.5	)		—			(4.5	)
Net income (loss)		1.6			9.0		0.6			(8.7	)		2.5
Less: Net income attributable to noncontrolling interests		—			—		0.9			—			0.9
Net income (loss) attributable to Capella Healthcare, Inc.	$	1.6		$	9.0	$	(0.3	)	$	(8.7	)	$	1.6

F-39

Capella Healthcare, Inc.
Condensed Consolidating Statements of Operations
For the Year Ended December 31, 2008
(In Millions)

	Parent					Non-
	Issuer			Guarantors		Guarantors			Eliminations			Consolidated
Net revenue	$	—		$	539.6	$	162.8		$	—		$	702.4
Salaries and benefits		5.8			231.7		67.2			—			304.7
Supplies		0.1			67.7		29.0			—			96.8
Other operating expenses		2.4			105.9		29.5			—			137.8
Provision for bad debts		—			62.4		18.7			—			81.1
Equity in (earnings) losses of affiliates		(1.8	)		—		—			1.8			—
Loss on refinancing		22.4			—		—			—			22.4
Management fees		(8.8	)		6.8		2.2			—			0.2
Interest, net		7.0			33.9		9.5			—			50.4
Depreciation and amortization		0.1			26.0		7.6			—			33.7
Total costs and expenses		27.2			534.4		163.7			1.8			727.1
Income (loss) from continuing operations before income taxes		(27.2	)		5.2		(0.9	)		(1.8	)		(24.7	)
Income taxes		5.4			0.1		—			—			5.5
Income (loss) from continuing operations		(32.6	)		5.1		(0.9	)		(1.8	)		(30.2	)
Loss from discontinued operations		—			—		(1.9	)		—			(1.9	)
Net income (loss)		(32.6	)		5.1		(2.8	)		(1.8	)		(32.1	)
Less: Net income attributable to noncontrolling interests		—			—		0.5			—			0.5
Net income (loss) attributable to Capella Healthcare, Inc.	$	(32.6	)	$	5.1	$	(3.3	)	$	(1.8	)	$	(32.6	)

F-40

Capella Healthcare, Inc.
Condensed Consolidating Balance Sheets
December 31, 2010
(In Millions)

							Non-
	Parent Issuer			Guarantors			Guarantors			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	55.0		$	(4.6	)	$	(2.1	)	$	—		$	48.3
Accounts receivable, net		(0.9	)		84.1			32.4			—			115.6
Inventories		—			16.6			8.6			—			25.2
Prepaid expenses and other current assets		1.4			2.6			0.8			—			4.8
Other receivables		0.4			1.8			0.1			—			2.3
Deferred tax assets		3.5			—			—			—			3.5
Income tax receivable		0.6			—			—			—			0.6
		60.0			100.5			39.8			—			200.3
Property and equipment:
Land		—			32.5			8.2			—			40.7
Buildings and improvements		0.1			281.9			91.7			—			373.7
Equipment		0.8			136.0			33.2			—			170.0
Construction in progress		0.6			3.3			0.8			—			4.7
		1.5			453.7			133.9			—			589.1
Accumulated depreciation		(0.4	)		(108.5	)		(29.5	)		—			(138.4	)
		1.1			345.2			104.4			—			450.7
Goodwill		89.9			—			—			—			89.9
Intangible assets, net		—			7.2			1.9			—			9.1
Investments in subsidiaries		24.3			—			—			(24.3	)		—
Other assets, net		16.3			1.0			0.5			—			17.8
	$	333.0		$	453.9		$	146.6		$	(24.3	)	$	767.8
Liabilities and stockholder’s deficit
Current liabilities:
Accounts payable	$	0.8		$	14.6		$	7.0		$	—		$	22.4
Salaries and benefits payable		0.6			14.9			6.8			—			22.3
Accrued interest		23.7			—			—			—			23.7
Other accrued liabilities		4.4			6.3			2.0			—			12.7
Current portion of long-term debt		—			—			—			—			—
		29.5			35.8			15.8			—			81.1
Long-term debt		—			388.9			105.2			—			494.1
Deferred income taxes		12.8			—			—			—			12.8
Other liabilities		11.8			0.3			—			—			12.1
Redeemable controlling interests		—			—			5.5			—			5.5
Due to parent		185.5			13.5			11.2			—			210.2
Total stockholder’s deficit		(48.0	)		15.4			8.9			(24.3	)		(48.0	)
	$	333.0		$	453.9		$	146.6		$	(24.3	)	$	767.8

F-41

Capella Healthcare, Inc.
Condensed Consolidating Balance Sheets
December 31, 2009
(In Millions)

	Parent Issuer			Guarantors			Non- Guarantors			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	25.6		$	(4.3	)	$	(1.7	)	$	—		$	19.6
Accounts receivable, net		0.1			91.3			30.5			—			121.9
Inventories		—			16.3			7.4			—			23.7
Prepaid expenses and other current assets		1.0			2.7			0.5			—			4.2
Other receivables		0.3			2.5			0.3			—			3.1
Deferred tax assets		4.3			—			—			—			4.3
Income tax receivable		1.0			—			—			—			1.0
		32.3			108.5			37.0			—			177.8
Property and equipment:
Land		—			29.9			9.2			—			39.1
Buildings and improvements		—			281.7			91.3			—			373.0
Equipment		0.7			111.6			27.4			—			139.7
Construction in progress		0.3			8.8			2.0			—			11.1
		1.0			432.0			129.9			—			562.9
Accumulated depreciation		(0.3	)		(79.7	)		(21.2	)		—			(101.2	)
		0.7			352.3			108.7			—			461.7
Goodwill		89.0			—			—			—			89.0
Intangible assets, net		—			7.0			1.6			—			8.6
Investments in subsidiaries		13.0			—						(13.0	)		—
Other assets, net		18.3			0.3			0.6			—			19.2
	$	304.9		$	468.1		$	147.9		$	(13.0	)	$	756.3
Liabilities and stockholder’s deficit
Current liabilities:
Accounts payable	$	1.2		$	18.1		$	6.6		$	—		$	25.9
Salaries and benefits payable		4.3			16.3			5.2			—			25.8
Accrued interest		—			—			—			—			—
Other accrued liabilities		6.3			8.3			1.9			—			16.5
Current portion of long-term debt		—			9.5			2.8			—			12.3
		11.8			52.2			16.5			—			80.5
Long-term debt		—			361.4			110.8			—			472.2
Deferred income taxes		11.4			—			—			—			11.4
Other liabilities		9.2			0.5			0.1			—			9.8
Redeemable noncontrolling interests		—			—			5.1			—			5.1
Due to parent		152.9			35.9			20.5			—			209.3
Total stockholder’s deficit		(32.0	)		18.1			(5.1	)		(13.0	)		(32.0	)
	$	304.9		$	468.1		$	147.9		$	(13.0	)	$	756.3

F-42

Capella Healthcare, Inc.

Condensed Consolidating Statements of Cash Flows
For the Year Ended December 31, 2010
(In Millions)

							Non-
	Parent Issuer			Guarantors			Guarantors			Eliminations			Consolidated
Operating activities:
Net income (loss)	$	(15.7	)	$	(2.7	)	$	15.5		$	(11.3	)	$	(14.2	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Equity in earnings of affiliates		(11.3	)		—			—			11.3			—
Depreciation and amortization		0.1			28.7			8.3			—			37.1
Loss on refinancing		20.8			—			—			—			20.8
Deferred income taxes		2.3			—			—			—			2.3
Stock-based compensation		0.3			—			—			—			0.3
Gains from mark to market swap valuation		(0.2	)		—			—			—			(0.2	)
Changes in operating assets and liabilities, net of effect of acquisitions:														—
Accounts receivable, net		1.2			7.3			(2.0	)		—			6.5
Inventories		—			(0.3	)		(1.2	)		—			(1.5	)
Prepaid expenses and other current assets		(1.2	)		0.9			(0.1	)		—			(0.4	)
Accounts payable and other current liabilities		(2.7	)		(5.5	)		0.6			—			(7.6	)
Accrued salaries		(3.7	)		(1.3	)		1.6			—			(3.4	)
Accrued interest		23.7			—			—			—			23.7
Other		2.8			(0.3	)		—			—			2.5
Net cash provided by operating activities		16.4			26.8			22.7			—			65.9
Investing activities:
Purchase of property and equipment, net		(0.5	)		(21.6	)		(4.0	)		—			(26.1	)
Change in other assets		3.1			(0.6	)		(0.2	)		—			2.3
Net cash provided by (used in) investing activities		2.6			(22.2	)		(4.2	)		—			(23.8	)
Financing activities:
Proceeds from long-term debt		—			388.6			105.1			—			493.7
Payment of debt and capital leases		—			(370.9	)		(113.6	)		—			(484.5	)
Advances to (from) Parent		32.1			(22.6	)		(9.0	)		—			0.5
Payment of debt issue costs		(21.7	)		—			—			—			(21.7	)
Distributions to noncontrolling interests		—			—			(1.4	)		—			(1.4	)
Net cash provided by (used in) financing activities		10.4			(4.9	)		(18.9	)		—			(13.4	)
Change in cash and cash equivalents		29.4			(0.3	)		(0.4	)		—			28.7
Cash and cash equivalents at beginning of year		25.6			(4.3	)		(1.7	)		—			19.6
Cash and cash equivalents at end of year	$	55.0		$	(4.6	)	$	(2.1	)	$	—		$	48.3

F-43

Capella Healthcare, Inc.
Condensed Consolidating Statements of Cash Flows
For the Year Ended December 31, 2009
(In Millions)

							Non-
	Parent Issuer			Guarantors			Guarantors			Eliminations			Consolidated
Operating activities:
Net income (loss)	$	1.5		$	9.1		$	0.6		$	(8.7	)	$	2.5
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Equity in earnings of affiliates		(8.7	)		—			—			8.7			—
Depreciation and amortization		0.1			28.7			9.0			—			37.8
Deferred income taxes		2.5			—			—			—			2.5
Stock-based compensation		0.3			—			—			—			0.3
Gains from mark to market swap valuation		(1.7	)		—			—			—			(1.7	)
Changes in operating assets and liabilities, net of effect of acquisitions:
Accounts receivable, net		(0.1	)		(7.7	)		(3.2	)		—			(11.0	)
Inventories		—			(0.9	)		0.4			—			(0.5	)
Prepaid expenses and other current assets		(1.6	)		(1.8	)		—			—			(3.4	)
Accounts payable and other current liabilities		2.7			3.8			1.3			—			7.8
Accrued salaries		3.7			1.6			(0.4	)		—			4.9
Accrued interest		(0.3	)		—			—			—			(0.3	)
Other		(3.5	)		0.2			—			—			(3.3	)
Net cash provided by (used in) operating activities		(5.0	)		33.0			7.6			—			35.6
Investing activities:
Purchase of property and equipment, net		(0.6	)		(15.8	)		(5.7	)		—			(22.1	)
Proceeds from disposition of hospital		—			—			3.5			—			3.5
Change in other assets		3.4			(1.0	)		(0.1	)		—			2.3
Net cash provided by (used in) investing activities		2.8			(16.8	)		(2.3	)		—			(16.3	)
Financing activities:
Payment of debt and capital leases		—			(2.4	)		(0.8	)		—			(3.2	)
Advances to (from) Parent		14.1			(12.3	)		(4.9	)		—			(3.1	)
Distributions to noncontrolling interests		—			—			(0.3	)		—			(0.3	)
Proceeds from noncontrolling interests		—			—			0.5			—			0.5
Net cash provided by (used in) financing activities		14.1			(14.7	)		(5.5	)		—			(6.1	)
Change in cash and cash equivalents		11.9			1.5			(0.2	)		—			13.2
Cash and cash equivalents at beginning of year		14.0			(5.8	)		(1.8	)		—			6.4
Cash and cash equivalents at end of year	$	25.9		$	(4.3	)	$	(2.0	)	$	—		$	19.6

F-44

Capella Healthcare, Inc.
Condensed Consolidating Statements of Cash Flows
For the Year Ended December 31, 2008
(In Millions)

							Non-
	Parent Issuer			Guarantors			Guarantors			Eliminations			Consolidated
Operating activities:
Net income (loss)	$	(32.6	)	$	5.1		$	(2.8	)	$	(1.8	)	$	(32.1	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Equity in earnings of affiliates		(1.8	)		—			—			1.8			—
Depreciation and amortization		—			26.1			7.6			—			33.7
Loss on refinancing		22.4			—			—			—			22.4
Deferred income taxes		4.5			—									4.5
Stock-based compensation		0.1			—			—			—			0.1
Losses from mark to market swap valuation		4.7			—			—			—			4.7
Changes in operating assets and liabilities, net of effect of acquisitions:
Accounts receivable, net		(0.3	)		0.3			(1.8	)		—			(1.8	)
Inventories		—			0.1			—			—			0.1
Prepaid expenses and other current assets		(0.2	)		0.5			0.1			—			0.4
Accounts payable and other current liabilities		(1.0	)		(1.0	)		1.2			—			(0.8	)
Accrued salaries		—			0.2			0.8			—			1.0
Accrued interest		0.2			—			—			—			0.2
Other		3.1			0.1			—			—			3.2
Net cash provided by (used in) operating activities		(0.9	)		31.4			5.2			—			35.7
Investing activities:
Acquisition of healthcare businesses		(22.0	)		(224.4	)		(76.6	)		—			(323.0	)
Escrow deposit payments for pending acquisitions		5.0			—			—			—			5.0
Purchase of property and equipment, net		(0.1	)		(14.5	)		(5.2	)		—			(19.8	)
Change in other assets		3.2			(2.4	)		(0.1	)		—			0.7
Net cash used in investing activities		(13.9	)		(241.3	)		(81.9	)		—			(337.1	)
Financing activities:
Proceeds from long-term debt		—			384.6			116.9			—			501.5
Payments of debt and capital leases		—			(209.9	)		(46.3	)		—			(256.2	)
Advances to (from) Parent		68.0			30.2			4.7			—			102.9
Payment of debt issue costs		(40.5	)		—			—			—			(40.5	)
Other		0.3			—			—			—			0.3
Distributions to noncontrolling interests		—			—			(0.2	)		—			(0.2	)
Net cash provided by financing activities		27.8			204.9			75.1			—			307.8
Change in cash and cash equivalents		13.0			(5.0	)		(1.6	)		—			6.4
Cash and cash equivalents at beginning of year		1.0			(0.8	)		(0.2	)		—			—
Cash and cash equivalents at end of year	$	14.0		$	(5.8	)	$	(1.8	)	$	—		$	6.4

F-45

$500,000,000

Capella Healthcare, Inc.

9¹/4% Senior Notes due 2017

PROSPECTUS

, 2011

PART II

INFORMATION NOTE REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

Alabama Registrants

Cullman County Medical Clinic, Inc., Cullman Hospital Corporation, Hartselle Physicians, Inc., Parkway Medical Clinic, Inc., and QHG of Jacksonville, Inc. are incorporated under the laws of Alabama.

     The Code of Alabama 1975 (the “Alabama Code”), 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 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 reasonable expenses, which such court shall deem proper.

     Sections 10A-2-8.52 and 10A-2-8.56 of the Alabama Code state that, to the extent that a director or officer 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 each corporation 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 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 is not 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.

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Delaware Registrants

(a) Capella Healthcare, Inc., Columbia Olympia Management, Inc., Cullman Surgery Venture Corp., National Healthcare of Decatur, Inc., and National Healthcare of Hartselle, Inc., are incorporated under the laws of Delaware.

     Section 145 of the General Corporation Law of the State of Delaware (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.

     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 bylaws for Capella provide that each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer, of Capella or is or was serving at the request of Capella as a director, officer, employee, fiduciary, or agent of another corporation or of a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless by Capella to the fullest extent which it is empowered to do so by the DGCL, as the same exists or may hereafter be amended against all expense, liability and loss (including attorneys’ fees actually and reasonably incurred by such person in connection with such proceeding) and such indemnification shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that Capella shall indemnify any such person seeking indemnification in connection with a proceeding initiated by such person only if such proceeding was authorized by Capella’s Board of Directors. Capella may, by action of the 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.

     The bylaws of the remainder of the Delaware corporate registrants indemnify their officers and directors 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 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 extends 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 also extends 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 is not 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 deceased officers and directors.

(b) Capella Holdings of Oklahoma, LLC, Capital Medical Center Holdings, LLC, Capital Medical Center Partner, LLC, CMHC Holdings, LLC, Farmington Heart & Vascular Center, LLC, Jacksonville Medical Professional Services, LLC, Jacksonville Surgical and Medical Affiliates, LLC, Lawton Holdings, LLC, Muskogee Holdings, LLC, Muskogee Medical and Surgical Associates, LLC, Muskogee Physician Group, LLC, Muskogee Regional Medical Center, LLC, National Park Cardiology Services, LLC, National Park Family Care, LLC, National Park Physician Services, LLC, NPMC Holdings, LLC, NPMC Home Health,

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LLC, NPMC, LLC, Oregon Healthcorp, LLC, River Park Physician Group, LLC, Russelllville Holdings, LLC, Southwestern Medical Center, LLC, Southwestern Radiology Affiliates, LLC, Southwestern Surgical Affiliates, LLC, St. Mary’s Holdings, LLC, St. Mary’s Physician Services, LLC, St. Mary’s Real Property, LLC, Williamette Valley Clinics, LLC, Williaette Valley Medical Center, LLC, and WPC Holdco, LLC are formed 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 agreement of each of the Delaware limited liability company provides for the indemnification of such registrant’s officers and managers against all reasonable expenses 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 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 shall also extend 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 director may be entitled as a matter of law and shall extend and apply to the estates of deceased officers or directors.

Missouri Registrants

     (a) Farmington Hospital Corporation is incorporated under the laws of Missouri.

     Section 351.355(1) of the Revised Statutes of Missouri provides that a corporation may indemnify a director or officer of the corporation in any action, suit or proceeding other than an action by or in the right of the corporation, against expenses (including attorneys’ fees), judgments, fines and settlement amounts 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, had no reasonable cause to believe his conduct was unlawful.

     Section 351.355(2) provides that the corporation may indemnify any such person in any action or suit by or in the right of the corporation against expenses (including attorneys’ fees) and settlement amounts actually and reasonably incurred by him in connection with the defense or settlement of the action or suit 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, except that he may not be indemnified in respect of any matter in which he has been adjudged liable for negligence or misconduct in the performance of his duty to the corporation, unless authorized by the court.

     Section 351.355(3) provides that a corporation shall indemnify any such person against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the action, suit or proceeding if he has been successful in defense of such action, suit or proceeding and if such action, suit or proceeding is one for which the corporation may indemnify him under Section 351.355(1) or (2).

     Section 351.355(7) provides that a corporation shall have the power to give any further indemnity to any such person, in addition to the indemnity otherwise authorized under Section 351.355, provided such further indemnity is either (i) authorized, directed or provided for in the articles of incorporation of the corporation or any duly adopted amendment thereof or (ii) is authorized, directed or provided for in any bylaw or agreement of the corporation which has been adopted by a vote of the shareholders of the corporation, provided that no such indemnity shall indemnify any person from or on account of such person’s conduct which was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct.

     The bylaws of Farmington Hospital Corporation provide for the indemnification of the officers and directors of Farmington Hospital Corporation against all reasonable expense incurred by them in defending claims or suits,

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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 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 extends 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 also extends 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 is not 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 deceased officers and directors.

(b) Farmington Clinic Company, LLC, Farmington Missouri Hospital Company, LLC, and Mineral Area Pharmacy and Durable Medical Equipment, LLC are formed under the laws of Missouri.

     The operating agreements of each Missouri limited liability company registrant provides for the indemnification of such registrant’s 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 Missouri Limited Liability Company Act is silent with respect to the limits of a limited liability company’s ability to provide for the indemnification of its officers and managers in its operating agreement. However, Section 347.081(2) states that it is the policy of the Missouri Limited Liability Company Act to give the maximum effect to the principle of freedom of contract and to the enforceability of operating agreements.

Oklahoma Registrants

Southwestern Emergency Department Physicians Services, LLC, Southwestern Neurosurgery Physicians, LLC, and Southwestern Physician Services, LLC are formed under the laws of Oklahoma.

     Section 2017 of the Oklahoma Limited Liability Company Act (“OLLCA”) provides that the articles of organization or operating agreement of a limited liability company may provide for the indemnification of members or managers of the company. Under the OLLCA, the articles of organization or operating agreement may also eliminate or limit the liability of a member or manager for monetary damages for breach of fiduciary duty, except in circumstances involving (i) a manager’s breach of the duty of loyalty to the company or its members, (ii) acts or omissions not in good faith or which involve intentional misconduct or knowing violations of the law, or (iii) any transaction from which the manager derived an improper personal benefit.

     The operating agreement of each Oklahoma limited liability company registrant provides for the indemnification of such registrant’s 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

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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.

Tennessee Registrants

(a) Columbia Medical Group — South Pittsburg, Inc., River Park Hospital, Inc., SP Acquisition Corp. and Sparta Hospital Corporation 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 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 bylaws of each of the Tennessee corporations provide for the indemnification of such corporations’ officers and directors 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 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 extends 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 also extends 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 is not 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 deceased officers and directors.

(b) Grandview Physician Group, LLC, River Park Hospitalists, LLC, and Sequatchie Valley Urology, LLC are formed under the laws of Tennessee.

     River Park Hospitalists, LLC and Sequatchie Valley Urology, LLC are limited liability companies formed under the Tennessee Limited Liability Company Act (the “TLLCA”). Grandview Physician Group, LLC is a limited liability company formed under the Tennessee Revised Limited Liability Company Act (the “TRLLCA”).

     Section 48-243-101 of the TLLCA provides that a limited liability company may indemnify governors, officers and members of the limited liability company against liability if (1) the individual acted in good faith and (2) reasonably believed that such individual’s conduct in his or her official capacity was in the best interest of the limited liability company and in all other cases that such individual’s conduct was at least not opposed to the best

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interests of the limited liability company and (3) in a criminal proceeding, the individual had no cause to believe such individual’s conduct was unlawful. Section 48-243-101(b) also provides that unless otherwise provided by its articles of organization, a limited liability company may not indemnify a responsible person in connection with a proceeding to which the responsible person was adjudged liable to the limited liability company or in connection with a proceeding whereby such responsible person is adjudged liable to the limited liability company for receiving an improper personal benefit. Section 48-243-101(c) of the TLLCA provides that unless otherwise provided by its articles of organization, a limited liability company shall indemnify a responsible person who was wholly successful in the defense of a proceeding against that person as a responsible person for the limited liability company.

     Section 48-249-115(b) of the TRLLCA provides that a limited liability company may an individual made a party to a proceeding because such individual is or was a responsible person against liability incurred in the proceeding if (1) the individual acted in good faith and (2) reasonably believed that such individual’s conduct in his or her official capacity was in the best interest of the limited liability company and in all other cases that such individual’s conduct was at least not opposed to the best interests of the limited liability company and (3) in a criminal proceeding, the individual had no cause to believe such individual’s conduct was unlawful. Section 48-249-115(b) of the TRLLCA also provides that a limited liability company may not indemnify a responsible person in connection with a proceeding to which the responsible person was adjudged liable to the limited liability company or in connection with a proceeding whereby such responsible person is adjudged liable to the limited liability company for receiving an improper personal benefit. Section 48-249-115(c) of the TRLLCA provides that unless otherwise provided by its articles of organization, a limited liability company shall indemnify a responsible person who was wholly successful in the defense of a proceeding against that person as a responsible person for the limited liability company.

     Both Section 48-243-101(h) of the TLLCA and Section 48-249-115(h) of the TRLLCA authorize a limited liability company to purchase and maintain insurance on behalf of any person who is or was a responsible person, manager, officer, employee, independent contractor, or agent of the limited liability company, or who while a responsible person, manager, officer, employee, independent contractor, or agent of the limited liability company, against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the limited liability company would otherwise have the power to indemnify him under Section 48-243-101(b)-(c) of the TLLCA or Section 48-249-115(b)-(c), as applicable.

     Both Section 48-243-101(i) of the TLLCA and Section 48-249-115(i) of the TRLLCA prohibit indemnification if a responsible person is adjudged liable for a breach of the duty of loyalty to the limited liability company or its members or for acts or omissions not in good faith that involve intentional misconduct or a knowing violation of law.

     The operating agreement of each Tennessee limited liability company registrant provides for the indemnification of such registrant’s 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.

Washington Registrant

     Western Washington Healthcare, LLC is formed under the laws of Washington.

     Section 25.15.040 of the Washington Limited Liability Company Act (the “WLLCA”) provides that a limited liability company agreement may contain provisions not inconsistent with law that: (a) eliminate or limit the

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personal liability of a member or manager to the limited liability company or its members for monetary damages for conduct as a member or manager, provided that such provisions shall not eliminate or limit the liability of a member or manager for acts or omissions that involve intentional misconduct or a knowing violation of law by a member or manager, for conduct of the member or manager, violating Section 25.15.235 of the WLLCA (which restricts distributions when a company’s liabilities exceed its assets) or for any transaction from which the member or manager will personally receive a benefit in money, property or services to which the member or manager is not legally entitled; or (b) indemnify any member or manager from and against any judgments, settlements, penalties, fines or expenses incurred in a proceeding to which an individual is a party because he or she is, or was, a member or a manager, provided that no such indemnity shall indemnify a member or a manager from or on account of acts or omissions of the member or manager finally adjudged to be intentional misconduct or a knowing violation of law by the member or manager, conduct of the member or manager adjudged to be in violation of Section 25.15.235 of the WLLCA or any transaction with respect to which it was finally adjudged that such member or manager received a benefit in money, property or services to which such member or manager was not legally entitled.

     The operating agreement of Western Washington Healthcare, LLC provides for the indemnification of the officers and managers of Western Washington Healthcare, LLC against all reasonable expenses 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 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 shall extend 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 shall also extend 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 or managers.

Certain Other Arrangements

     Capella maintains a directors’ and officers’ liability insurance policy that covers the directors and officers of each of the registrants in amounts that Capella believes are customary in its industry, including for liabilities in connection with the registration, offering and sale of the notes.

Item 21. Exhibits and Financial Statement Schedules

              (a) Exhibits:

No.	Description
3.1	Certificate of Incorporation of Capella Healthcare, Inc.
3.2	By-Laws of Capella Healthcare, Inc.
3.3	Certificate of Formation of Capella Holdings of Oklahoma, LLC
3.4	Limited Liability Company Agreement of Capella Holdings of Oklahoma, LLC
3.5	Certificate of Formation of Capital Medical Center Holdings, LLC
3.6	Operating Agreement of Capital Medical Center Holdings, LLC
3.7	Certificate of Formation of Capital Medical Center Partner, LLC, as amended
3.8	Limited Liability Company Agreement of Capital Medical Center Partner, LLC

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No.	Description
3.9	Certificate of Formation of CMCH Holdings LLC
3.10	Limited Liability Company Agreement of CMCH Holdings LLC
3.11	Charter of Columbia Medical Group — South Pittsburg, Inc.
3.12	By-Laws of Columbia Medical Group — South Pittsburg, Inc.
3.13	Certificate of Incorporation of Columbia Olympia Management, Inc.
3.14	By-Laws of Columbia Olympia Management, Inc.
3.15	Articles of Incorporation of Cullman County Medical Clinic, Inc., as amended
3.16	By-Laws of Cullman County Medical Clinic, Inc., as amended
3.17	Articles of Incorporation of Cullman Hospital Corporation, as amended
3.18	By-Laws of Cullman Hospital Corporation, as amended
3.19	Articles of Incorporation of Cullman Surgery Venture Corp.
3.20	By-Laws of Cullman Surgery Venture Corp., as amended
3.21	Certificate of Formation of Farmington Clinic Company, LLC
3.22	Operating Agreement of Farmington Clinic Company, LLC, as amended
3.23	Certificate of Formation of Farmington Heart & Vascular Center, LLC
3.24	Operating Agreement of Farmington Heart & Vascular Center, LLC
3.25	Certificate of Incorporation of Farmington Hospital Corporation
3.26	By-Laws of Farmington Hospital Corporation, as amended
3.27	Certificate of Incorporation of Farmington Missouri Hospital Company, LLC
3.28	Operating Agreement of Farmington Missouri Hospital Company, LLC, as amended
3.29	Articles of Organization of Grandview Physician Group, LLC, as amended
3.30	Operating Agreement of Grandview Physician Group, LLC
3.31	Articles of Incorporation of Hartselle Physicians, Inc.
3.32	By-Laws of Hartselle Physicians, Inc., as amended
3.33	Certificate of Formation of Jacksonville Medical Professional Services, LLC, as amended
3.34	Limited Liability Company Agreement of Jacksonville Medical Professional Services, LLC, as amended
3.35	Certificate of Formation of Jacksonville Surgical and Medical Affiliates, LLC

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No.	Description
3.36	Limited Liability Company Agreement of Jacksonville Surgical and Medical Affiliates, LLC
3.37	Certificate of Formation of Lawton Holdings, LLC
3.38	Limited Liability Company Agreement of Lawton Holdings, LLC
3.39	Articles of Organization of Mineral Area Pharmacy and Durable Medical Equipment, LLC
3.40	Operating Agreement of Mineral Area Pharmacy and Durable Medical Equipment, LLC, as amended
3.41	Certificate of Formation of Muskogee Holdings, LLC
3.42	Limited Liability Company Agreement of Muskogee Holdings, LLC
3.43	Certificate of Formation of Muskogee Medical and Surgical Associates, LLC
3.44	Limited Liability Company Agreement of Muskogee Medical and Surgical Associates, LLC
3.45	Certificate of Formation of Muskogee Physician Group, LLC
3.46	Limited Liability Company Agreement of Muskogee Physician Group, LLC
3.47	Certificate of Formation of Muskogee Regional Medical Center, LLC
3.48	Limited Liability Company Agreement of Muskogee Regional Medical Center, LLC
3.49	Certificate of Incorporation of National Healthcare of Decatur Inc.
3.50	By-Laws of National Healthcare of Decatur Inc., as amended
3.51	Certificate of Incorporation of National Healthcare of Hartselle, Inc.
3.52	By-Laws of National Healthcare of Hartselle, Inc., as amended
3.53	Certificate of Incorporation of National Park Cardiology Services, LLC
3.54	Limited Liability Company Agreement of National Park Cardiology Services, LLC
3.55	Limited Liability Company Agreement of National Park Family Care, LLC
3.56	Limited Liability Company Agreement of National Park Family Care, LLC, as amended
3.57	Certificate of Formation of National Park Physician Services, LLC, as amended
3.58	Limited Liability Company Agreement of National Park Physician Services, LLC, as amended
3.59	Certificate of Formation of NPMC Holdings, LLC
3.60	Limited Liability Company Agreement of NPMC Holdings, LLC
3.61	Certificate of Formation of NPMC, Home Health, LLC, as amended
3.62	Limited Liability Company Agreement of NPMC, Home Health, LLC, as amended

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No.	Description
3.63	Certificate of Formation of NPMC, LLC, as amended
3.64	Limited Liability Company Agreement of NPMC, LLC, as amended
3.65	Certificate of Formation of Oregon Healthcorp, LLC
3.66	Limited Liability Company Agreement of Oregon Healthcorp, LLC, as amended
3.67	Articles of Incorporation of Parkway Medical Clinic, Inc.
3.68	By-Laws of Parkway Medical Clinic, Inc., as amended
3.69	Articles of Incorporation of QHG of Jacksonville, Inc.
3.70	By-Laws of QHG of Jacksonville, Inc., as amended
3.71	Charter of River Park Hospital, Inc., as amended
3.72	By-Laws of River Park Hospital, Inc., as amended
3.73	Articles of Organization of River Park Hospitalists, LLC
3.74	Operating Agreement of River Park Hospitalists, LLC
3.75	Certificate of Formation of River Park Physician Group, LLC
3.76	Limited Liability Company Agreement of River Park Physician Group, LLC
3.77	Certificate of Formation of Russellville Holdings, LLC, as amended
3.78	Limited Liability Company Agreement of Russellville Holdings, LLC, as amended
3.79	Articles of Organization of Sequatchie Valley Urology, LLC
3.80	Operating Agreement of Sequatchie Valley Urology, LLC
3.81	Articles of Organization of Southwestern Emergency Department Physician Services, LLC
3.82	Limited Liability Company Agreement of Southwestern Emergency Department Physician Services, LLC, as amended
3.83	Certificate of Formation of Southwestern Medical Center, LLC
3.84	Limited Liability Company Agreement of Southwestern Medical Center, LLC, as amended
3.85	Articles of Organization of Southwestern Neurosurgery Physicians, LLC
3.86	Limited Liability Company Agreement of Southwestern Neurosurgery Physicians, LLC
3.87	Articles of Organization of Southwestern Physician Services, LLC
3.88	Limited Liability Company Agreement of Southwestern Physician Services, LLC, as amended
3.89	Certificate of Formation of Southwestern Radiology Affiliates, LLC

II-10

No.	Description
3.90	Limited Liability Company Agreement of Southwestern Radiology Affiliates, LLC
3.91	Certificate of Incorporation of Southwestern Surgical Affiliates LLC
3.92	Limited Liability Company Agreement of Southwestern Surgical Affiliates LLC
3.93	Charter of SP Acquisition Corp., as amended
3.94	By-Laws of SP Acquisition Corp.
3.95	Charter of Sparta Hospital Corporation, as amended
3.96	By-Laws of Sparta Hospital Corporation, as amended
3.97	Certificate of Formation of St. Mary’s Holdings, LLC
3.98	Limited Liability Company Agreement of St. Mary’s Holdings, LLC, as amended
3.99	Certificate of Formation of St. Mary’s Physician Services, LLC, as amended
3.100	Limited Liability Company Agreement of St. Mary’s Physician Services, LLC, as amended
3.101	Certificate of Formation of St. Mary’s Real Property, LLC, as amended
3.102	Limited Liability Company Agreement of St. Mary’s Real Property, LLC, as amended
3.103	Certificate of Formation of Western Washington Healthcare, LLC
3.104	Limited Liability Company Agreement of Western Washington Healthcare, LLC
3.105	Certificate of Formation of Willamette Valley Clinics, LLC, as amended
3.106	Limited Liability Company Agreement of Willamette Valley Clinics, LLC, as amended
3.107	Certificate of Formation of Willamette Valley Medical Center, LLC, as amended
3.108	Limited Liability Company Agreement of Willamette Valley Medical Center, LLC, as amended
3.109	Certificate of Formation of WPC Holdco, LLC, as amended
3.110	Limited liability Company Agreement of WPC Holdco, LLC
4.1	Indenture, dated as of June 28, 2010, among Capella Healthcare, Inc., the Guarantors named therein and U.S. Bank National Association, as Trustee
4.2	Form of 91/4% Senior Notes due 2017 (included in Exhibit 4.1)
4.3	First Supplemental Indenture, dated October 8, 2010, among Southwestern Radiology Affiliates, LLC, Capella Healthcare, Inc. and U.S. Bank National Association, as Trustee
4.4	Second Supplemental Indenture, dated January 14, 2011, among National Park Family Care, LLC, Capella Healthcare, Inc. and U.S. Bank National Association, as Trustee

II-11

No.	Description
4.5	Registration Rights Agreement, dated as of June 28, 2010, among Capella Healthcare, Inc., the Guarantors party thereto, and Banc of America Securities LLC, as representatives of the initial purchasers named therein
5	Opinion of Waller Lansden Dortch & Davis, LLP(1)
10.1	Stock Purchase Agreement, dated as of May 4, 2005, by and among Capella Holdings, Inc., GTCR Fund VIII, L.P., GTCR Fund VIII/B, L.P., GTCR Co-Invest II, L.P. and the other investors named therein
10.2	Supplement No. 1 to the Stock Purchase Agreement, dated as of April , 2007, by and among Capella Holdings, Inc., GTCR Fund VIII, L.P., GTCR Fund VIII/B, L.P., GTCR Co-Invest II, L.P. and the other investors named therein
10.3	Amendment and Supplement No. 2 to the Stock Purchase Agreement, dated as of February 29, 2008, by and among Capella Holdings, Inc., GTCR Fund VIII, L.P., GTCR Fund VIII/B, L.P., GTCR Co-Invest II, L.P. and the other investors named therein
10.4	Stockholders Agreement, dated as of May 4, 2005, by and among Capella Holdings, Inc., GTCR Fund VIII, L.P., GTCR Fund VIII/B, L.P., GTCR Co-Invest II, L.P. and the other investors named therein
10.5	Amendment No. 1 to the Stockholders Agreement, dated as of February 29, 2008, by and among Capella Holdings, Inc., GTCR Fund VIII, L.P., GTCR Fund VIII/B, L.P., GTCR Co-Invest II, L.P. and the other investors named therein
10.6	Registration Rights Agreement, dated as of May 4, 2005, by and among Capella Holdings, Inc., GTCR Fund VIII, L.P., GTCR Fund VIII/B, L.P., GTCR Co-Invest II, L.P. and the other investors named therein
10.7	Professional Services Agreement, dated as of May 4, 2005, between GTCR Golder Rauner II, LLC and Capella Healthcare, Inc.
10.8	Amendment No. 1 to Professional Services Agreement between GTCR Golder Rauner II, LLC and Capella Healthcare, Inc., dated as of November 30, 2005
10.9	Loan and Security Agreement, dated June 28, 2010, by and among Capella Healthcare, Inc. and certain borrowing subsidiaries as Borrowers, certain guarantying subsidiaries as Guarantors, certain financial institutions as Lenders, Bank of America, N.A. as Agent and Collateral Agent, Citibank, N.A. as Syndication Agent, Barclays Bank PLC and General Electric Capital Corporation as Co-Documentation Agents and Bank of America Securities LLC and Citigroup Global Markets Inc. as Co-Lead Arrangers and Co-Book Managers(2)
10.10	Form of Joinder to Loan and Security Agreement
10.11	Senior Management Agreement, dated as of May 4, 2005, by and among Capella Holdings, Inc., Capella Healthcare, Inc. and Daniel S. Slipkovich
10.12	Amendment No. 1 to Senior Management Agreement, dated as of May 12, 2006, by and among Capella Holdings, Inc., Capella Healthcare, Inc., Daniel S. Slipkovich and GTCR Fund VIII, L.P.
10.13	Senior Management Agreement, dated as of May 4, 2005, by and among Capella Holdings, Inc., Capella Healthcare, Inc. and James Thomas Anderson
10.14	Amendment No. 1 to Senior Management Agreement, dated as of May 12, 2006, by and among Capella Holdings, Inc., Capella Healthcare, Inc., James Thomas Anderson and GTCR Fund VIII, L.P.

II-12

No.	Description
10.15	Amendment No. 2 to Senior Management Agreement, dated as of September 1, 2010, by and among Capella Holdings, Inc., Capella Healthcare, Inc., James Thomas Anderson and GTCR Fund VIII, L.P.
10.16	Senior Management Agreement, dated May 4, 2005, by and among Capella Holdings, Inc., Capella Healthcare, Inc. and David Andrew Slusser
10.17	Amendment No. 1 to Senior Management Agreement, dated as of May 12, 2006, by and among Capella Holdings, Inc., Capella Healthcare, Inc., David Andrew Slusser and GTCR Fund VIII, L.P.
10.18	Senior Management Agreement, dated as of October 17, 2005, by and among Capella Holdings, Inc., Capella Healthcare, Inc. and Denise Wilder Warren
10.19	Amendment No. 1 to Senior Management Agreement, dated as of May 12, 2006, by and among Capella Holdings, Inc., Capella Healthcare, Inc., Denise Wilder Warren and GTCR Fund VIII, L.P.
10.20	Senior Management Agreement, dated as of May 26, 2009, by and among Capella Holdings, Inc., Capella Healthcare, Inc. and Michael Wiechart
10.21	Form of Amendment No. 1 to Senior Management Agreement, dated as of      , 2011, by and among Capella Holdings, Inc., Capella Healthcare, Inc., Michael Wiechart and GTCR Fund VIII, L.P.(1)
10.22	Senior Management Agreement, dated November 7, 2005, by and among Capella Holdings, Inc., Capella Healthcare, Inc. and Howard T. Wall, III
10.23	Amendment No. 1 to Senior Management Agreement, dated May 12, 2006, by and among Capella Holdings, Inc., Capella Healthcare, Inc. and Howard T. Wall, III
10.24	Confirmation of Departure Terms, effective June 10, 2011, by and among Capella Holdings, Inc., Capella Healthcare, Inc., Howard T. Wall, III and RegionalCare Hospital Partners
10.25	Capella Holdings, Inc. 2006 Stock Option Plan
10.26	Capella Holdings, Inc. Deferred Compensation Plan
10.27	Computer and Data Processing Services Agreement, effective February 21, 2011, by and among HCA-Information Technology & Services, Inc. and Capella Healthcare, Inc.(2)
10.28	Amendment No. 001 to Computer and Data Processing Services Agreement, effective                , 2011, by and among HCA-Information Technology & Services, Inc. and Capella Healthcare, Inc.
10.29	Lease Agreement, dated April 3, 2007, by and among Muskogee Medical Center Authority, d/b/a Muskogee Regional Medical Center, Muskogee Regional Medical Center, LLC and Capella Healthcare, Inc.
10.30	Form of Redemption Agreement
12	Statement of Computation of Ratio of Earnings to Fixed Charges
21	Subsidiaries of Registrant
23.1	Consent of Waller Lansden Dortch & Davis, LLP (included in Exhibit 5)
23.2	Consent of Ernst & Young LLP
24	Powers of Attorney (included on signature page)

II-13

No.	Description
25	Statement on Form T-1 as to the eligibility of the Trustee
99.1	Form of Letter of Transmittal
99.2	Form of Notice of Guaranteed Delivery

(1)	To be filed by amendment.
(2)	Certain information has been omitted pursuant to a confidential treatment request filed with the SEC.

          (b) Financial Statement Schedules:

     All schedules are omitted because the required information is either not present, not present in material amounts or presented within the consolidated financial statements included in the prospectus and are incorporated herein by reference.

Item 22. Undertakings.

(a) Each of the undersigned registrants hereby undertakes:

     (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 of 1933;

     (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 of 1933, 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.

     (4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

II-14

     (5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrants undertake that in a primary offering of securities of the undersigned registrants pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

     (i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

     (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

     (iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

     (iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act 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 Act and will be governed by the final adjudication of such issue.

(c) Each of the undersigned registrants hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of Form S-4 within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(d) Each of the undersigned registrants hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-15

SIGNATURES

     Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Franklin, State of Tennessee, as of the 28^th day of June, 2011.

CAPELLA HEALTHCARE, INC.
By:	/s/ Daniel S. Slipkovich
	Daniel S. Slipkovich
	Chief Executive Officer

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Daniel S. Slipkovich and Denise W. Warren, and each of them, his true and lawful attorney-in-fact, as agent and with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including any post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any substitute or substitutes of any of them, may lawfully 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
/s/ Daniel S. Slipkovich  Daniel S. Slipkovich	Chief Executive Officer and Director (Principal Executive Officer)	June 28, 2011
/s/ Denise W. Warren  Denise W. Warren	Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)	June 28, 2011
/s/ Steven R. Brumfield  Steven R. Brumfield	Vice President and Controller (Principal Accounting Officer)	June 28, 2011
/s/ J. Thomas Anderson J. Thomas Anderson	Director	June 28, 2011
/s/ Robert Z. Hensley Robert Z. Hensley	Director	June 28, 2011
/s/ David S. Katz David S. Katz	Director	June 28, 2011
/s/ Joseph P. Nolan Joseph P. Nolan	Director	June 28, 2011

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, each of the following additional registrants has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Franklin, State of Tennessee, on the 27^th day of June, 2011.

Capella Holdings of Oklahoma, LLC

Capital Medical Center Holdings, LLC

Capital Medical Center Partner, LLC

CMCH Holdings LLC

Columbia Medical Group — South Pittsburg, Inc.

Columbia Olympia Management, Inc.

Cullman County Medical Clinic, Inc.

Cullman Hospital Corporation

Cullman Surgery Venture Corp.

Farmington Clinic Company, LLC

Farmington Heart & Vascular Center, LLC

Farmington Hospital Corporation

Farmington Missouri Hospital Company, LLC

Grandview Physician Group, LLC

Hartselle Physicians, Inc.

Jacksonville Medical Professional Services, LLC

Jacksonville Surgical and Medical Affiliates, LLC

Lawton Holdings, LLC

Mineral Area Pharmacy and Durable Medical Equipment, LLC

Muskogee Holdings, LLC

Muskogee Medical and Surgical Associates, LLC

Muskogee Physician Group, LLC

Muskogee Regional Medical Center, LLC

National Healthcare of Decatur Inc.

National Healthcare of Hartselle, Inc.

National Park Cardiology Services, LLC

National Park Family Care, LLC

National Park Physician Services, LLC

NPMC Holdings, LLC

NPMC, Home Health, LLC

NPMC, LLC

Oregon Healthcorp, LLC

Parkway Medical Clinic, Inc.

QHG of Jacksonville, Inc.

River Park Hospital, Inc.

River Park Hospitalists, LLC

River Park Physician Group, LLC

Russellville Holdings, LLC

Sequatchie Valley Urology, LLC

Southwestern Emergency Department Physician Services, LLC

Southwestern Medical Center, LLC

Southwestern Neurosurgery Physicians, LLC

Southwestern Physician Services, LLC

Southwestern Radiology Affiliates, LLC

Southwestern Surgical Affiliates LLC

SP Acquisition Corp.

Sparta Hospital Corporation

St. Mary’s Holdings, LLC

St. Mary’s Physician Services, LLC

St. Mary’s Real Property, LLC

Western Washington Healthcare, LLC

Willamette Valley Clinics, LLC

Willamette Valley Medical Center, LLC

WPC Holdco, LLC

By:	/s/ Daniel S. Slipkovich
	Daniel S. Slipkovich
	Chief Executive Officer

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Daniel S. Slipkovich and Denise W. Warren, and each of them, his true and lawful attorney-in-fact, as agent and with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including any post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any substitute or substitutes of any of them, may lawfully 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
/s/ Daniel S. Slipkovich  Daniel S. Slipkovich	Chief Executive Officer and Director or Manager of Each Additional Registrant (Principal Executive Officer)	June 28, 2011
/s/ Denise W. Warren  Denise W. Warren	Vice President and Treasurer of Each Additional Registrant (Principal Financial Officer)	June 28, 2011
/s/ Steven R. Brumfield  Steven R. Brumfield	Vice President and Controller of Each Additional Registrant (Principal Accounting Officer)	June 28, 2011

EXHIBIT INDEX

Exhibit
Number	Description
3.1	Certificate of Incorporation of Capella Healthcare, Inc.
3.2	By-Laws of Capella Healthcare, Inc.
3.3	Certificate of Formation of Capella Holdings of Oklahoma, LLC
3.4	Limited Liability Company Agreement of Capella Holdings of Oklahoma, LLC
3.5	Certificate of Formation of Capital Medical Center Holdings, LLC
3.6	Operating Agreement of Capital Medical Center Holdings, LLC
3.7	Certificate of Formation of Capital Medical Center Partner, LLC, as amended
3.8	Limited Liability Company Agreement of Capital Medical Center Partner, LLC
3.9	Certificate of Formation of CMCH Holdings LLC
3.10	Limited Liability Company Agreement of CMCH Holdings LLC
3.11	Charter of Columbia Medical Group — South Pittsburg, Inc.
3.12	By-Laws of Columbia Medical Group — South Pittsburg, Inc.
3.13	Certificate of Incorporation of Columbia Olympia Management, Inc.
3.14	By-Laws of Columbia Olympia Management, Inc.
3.15	Articles of Incorporation of Cullman County Medical Clinic, Inc., as amended
3.16	By-Laws of Cullman County Medical Clinic, Inc., as amended
3.17	Articles of Incorporation of Cullman Hospital Corporation, as amended
3.18	By-Laws of Cullman Hospital Corporation, as amended
3.19	Articles of Incorporation of Cullman Surgery Venture Corp.
3.20	By-Laws of Cullman Surgery Venture Corp., as amended
3.21	Certificate of Formation of Farmington Clinic Company, LLC
3.22	Operating Agreement of Farmington Clinic Company, LLC, as amended
3.23	Certificate of Formation of Farmington Heart & Vascular Center, LLC
3.24	Operating Agreement of Farmington Heart & Vascular Center, LLC
3.25	Certificate of Incorporation of Farmington Hospital Corporation

Exhibit
Number	Description
3.26	By-Laws of Farmington Hospital Corporation, as amended
3.27	Certificate of Incorporation of Farmington Missouri Hospital Company, LLC
3.28	Operating Agreement of Farmington Missouri Hospital Company, LLC, as amended
3.29	Articles of Organization of Grandview Physician Group, LLC, as amended
3.30	Operating Agreement of Grandview Physician Group, LLC
3.31	Articles of Incorporation of Hartselle Physicians, Inc.
3.32	By-Laws of Hartselle Physicians, Inc., as amended
3.33	Certificate of Formation of Jacksonville Medical Professional Services, LLC, as amended
3.34	Limited Liability Company Agreement of Jacksonville Medical Professional Services, LLC, as amended
3.35	Certificate of Formation of Jacksonville Surgical and Medical Affiliates, LLC
3.36	Limited Liability Company Agreement of Jacksonville Surgical and Medical Affiliates, LLC
3.37	Certificate of Formation of Lawton Holdings, LLC
3.38	Limited Liability Company Agreement of Lawton Holdings, LLC
3.39	Articles of Organization of Mineral Area Pharmacy and Durable Medical Equipment, LLC
3.40	Operating Agreement of Mineral Area Pharmacy and Durable Medical Equipment, LLC, as amended
3.41	Certificate of Formation of Muskogee Holdings, LLC
3.42	Limited Liability Company Agreement of Muskogee Holdings, LLC
3.43	Certificate of Formation of Muskogee Medical and Surgical Associates, LLC
3.44	Limited Liability Company Agreement of Muskogee Medical and Surgical Associates, LLC
3.45	Certificate of Formation of Muskogee Physician Group, LLC
3.46	Limited Liability Company Agreement of Muskogee Physician Group, LLC
3.47	Certificate of Formation of Muskogee Regional Medical Center, LLC
3.48	Limited Liability Company Agreement of Muskogee Regional Medical Center, LLC
3.49	Certificate of Incorporation of National Healthcare of Decatur Inc.
3.50	By-Laws of National Healthcare of Decatur Inc., as amended
3.51	Certificate of Incorporation of National Healthcare of Hartselle, Inc.
3.52	By-Laws of National Healthcare of Hartselle, Inc., as amended

Exhibit
Number	Description
3.53	Certificate of Incorporation of National Park Cardiology Services, LLC
3.54	Limited Liability Company Agreement of National Park Cardiology Services, LLC
3.55	Limited Liability Company Agreement of National Park Family Care, LLC
3.56	Limited Liability Company Agreement of National Park Family Care, LLC, as amended
3.57	Certificate of Formation of National Park Physician Services, LLC, as amended
3.58	Limited Liability Company Agreement of National Park Physician Services, LLC, as amended
3.59	Certificate of Formation of NPMC Holdings, LLC
3.60	Limited Liability Company Agreement of NPMC Holdings, LLC
3.61	Certificate of Formation of NPMC, Home Health, LLC, as amended
3.62	Limited Liability Company Agreement of NPMC, Home Health, LLC, as amended
3.63	Certificate of Formation of NPMC, LLC, as amended
3.64	Limited Liability Company Agreement of NPMC, LLC, as amended
3.65	Certificate of Formation of Oregon Healthcorp, LLC
3.66	Limited Liability Company Agreement of Oregon Healthcorp, LLC, as amended
3.67	Articles of Incorporation of Parkway Medical Clinic, Inc.
3.68	By-Laws of Parkway Medical Clinic, Inc., as amended
3.69	Articles of Incorporation of QHG of Jacksonville, Inc.
3.70	By-Laws of QHG of Jacksonville, Inc., as amended
3.71	Charter of River Park Hospital, Inc., as amended
3.72	By-Laws of River Park Hospital, Inc., as amended
3.73	Articles of Organization of River Park Hospitalists, LLC
3.74	Operating Agreement of River Park Hospitalists, LLC
3.75	Certificate of Formation of River Park Physician Group, LLC
3.76	Limited Liability Company Agreement of River Park Physician Group, LLC
3.77	Certificate of Formation of Russellville Holdings, LLC, as amended
3.78	Limited Liability Company Agreement of Russellville Holdings, LLC, as amended
3.79	Articles of Organization of Sequatchie Valley Urology, LLC

Exhibit
Number	Description
3.80	Operating Agreement of Sequatchie Valley Urology, LLC
3.81	Articles of Organization of Southwestern Emergency Department Physician Services, LLC
3.82	Limited Liability Company Agreement of Southwestern Emergency Department Physician Services, LLC, as amended
3.83	Certificate of Formation of Southwestern Medical Center, LLC
3.84	Limited Liability Company Agreement of Southwestern Medical Center, LLC, as amended
3.85	Articles of Organization of Southwestern Neurosurgery Physicians, LLC
3.86	Limited Liability Company Agreement of Southwestern Neurosurgery Physicians, LLC
3.87	Articles of Organization of Southwestern Physician Services, LLC
3.88	Limited Liability Company Agreement of Southwestern Physician Services, LLC, as amended
3.89	Certificate of Formation of Southwestern Radiology Affiliates, LLC
3.90	Limited Liability Company Agreement of Southwestern Radiology Affiliates, LLC
3.91	Certificate of Incorporation of Southwestern Surgical Affiliates LLC
3.92	Limited Liability Company Agreement of Southwestern Surgical Affiliates LLC
3.93	Charter of SP Acquisition Corp., as amended
3.94	By-Laws of SP Acquisition Corp.
3.95	Charter of Sparta Hospital Corporation, as amended
3.96	By-Laws of Sparta Hospital Corporation, as amended
3.97	Certificate of Formation of St. Mary’s Holdings, LLC
3.98	Limited Liability Company Agreement of St. Mary’s Holdings, LLC, as amended
3.99	Certificate of Formation of St. Mary’s Physician Services, LLC, as amended
3.100	Limited Liability Company Agreement of St. Mary’s Physician Services, LLC, as amended
3.101	Certificate of Formation of St. Mary’s Real Property, LLC, as amended
3.102	Limited Liability Company Agreement of St. Mary’s Real Property, LLC, as amended
3.103	Certificate of Formation of Western Washington Healthcare, LLC
3.104	Limited Liability Company Agreement of Western Washington Healthcare, LLC
3.105	Certificate of Formation of Willamette Valley Clinics, LLC, as amended
3.106	Limited Liability Company Agreement of Willamette Valley Clinics, LLC, as amended

Exhibit
Number	Description
3.107	Certificate of Formation of Willamette Valley Medical Center, LLC, as amended
3.108	Limited Liability Company Agreement of Willamette Valley Medical Center, LLC, as amended
3.109	Certificate of Formation of WPC Holdco, LLC, as amended
3.110	Limited liability Company Agreement of WPC Holdco, LLC
4.1	Indenture, dated as of June 28, 2010, among Capella Healthcare, Inc., the Guarantors named therein and U.S. Bank National Association, as Trustee
4.2	Form of 91/4% Senior Notes due 2017 (included in Exhibit 4.1)
4.3	First Supplemental Indenture, dated October 8, 2010, among Southwestern Radiology Affiliates, LLC, Capella Healthcare, Inc. and U.S. Bank National Association, as Trustee
4.4	Second Supplemental Indenture, dated January 14, 2011, among National Park Family Care, LLC, Capella Healthcare, Inc. and U.S. Bank National Association, as Trustee
4.5	Registration Rights Agreement, dated as of June 28, 2010, among Capella Healthcare, Inc., the Guarantors party thereto, and Banc of America Securities LLC, as representatives of the initial purchasers named therein
5	Opinion of Waller Lansden Dortch & Davis, LLP(1)
10.1	Stock Purchase Agreement, dated as of May 4, 2005, by and among Capella Holdings, Inc., GTCR Fund VIII, L.P., GTCR Fund VIII/B, L.P., GTCR Co-Invest II, L.P. and the other investors named therein
10.2	Supplement No. 1 to the Stock Purchase Agreement, dated as of April , 2007, by and among Capella Holdings, Inc., GTCR Fund VIII, L.P., GTCR Fund VIII/B, L.P., GTCR Co-Invest II, L.P. and the other investors named therein
10.3	Amendment and Supplement No. 2 to the Stock Purchase Agreement, dated as of February 29, 2008, by and among Capella Holdings, Inc., GTCR Fund VIII, L.P., GTCR Fund VIII/B, L.P., GTCR Co-Invest II, L.P. and the other investors named therein
10.4	Stockholders Agreement, dated as of May 4, 2005, by and among Capella Holdings, Inc., GTCR Fund VIII, L.P., GTCR Fund VIII/B, L.P., GTCR Co-Invest II, L.P. and the other investors named therein
10.5	Amendment No. 1 to the Stockholders Agreement, dated as of February 29, 2008, by and among Capella Holdings, Inc., GTCR Fund VIII, L.P., GTCR Fund VIII/B, L.P., GTCR Co-Invest II, L.P. and the other investors named therein
10.6	Registration Rights Agreement, dated as of May 4, 2005, by and among Capella Holdings, Inc., GTCR Fund VIII, L.P., GTCR Fund VIII/B, L.P., GTCR Co-Invest II, L.P. and the other investors named therein
10.7	Professional Services Agreement, dated as of May 4, 2005, between GTCR Golder Rauner II, LLC and Capella Healthcare, Inc.
10.8	Amendment No. 1 to Professional Services Agreement between GTCR Golder Rauner II, LLC and Capella Healthcare, Inc., dated as of November 30, 2005

Exhibit
Number	Description
10.9	Loan and Security Agreement, dated June 28, 2010, by and among Capella Healthcare, Inc. and certain borrowing subsidiaries as Borrowers, certain guarantying subsidiaries as Guarantors, certain financial institutions as Lenders, Bank of America, N.A. as Agent and Collateral Agent, Citibank, N.A. as Syndication Agent, Barclays Bank PLC and General Electric Capital Corporation as Co-Documentation Agents and Bank of America Securities LLC and Citigroup Global Markets Inc. as Co-Lead Arrangers and Co-Book Managers(2)
10.10	Form of Joinder to Loan and Security Agreement
10.11	Senior Management Agreement, dated as of May 4, 2005, by and among Capella Holdings, Inc., Capella Healthcare, Inc. and Daniel S. Slipkovich
10.12	Amendment No. 1 to Senior Management Agreement, dated as of May 12, 2006, by and among Capella Holdings, Inc., Capella Healthcare, Inc., Daniel S. Slipkovich and GTCR Fund VIII, L.P.
10.13	Senior Management Agreement, dated as of May 4, 2005, by and among Capella Holdings, Inc., Capella Healthcare, Inc. and James Thomas Anderson
10.14	Amendment No. 1 to Senior Management Agreement, dated as of May 12, 2006, by and among Capella Holdings, Inc., Capella Healthcare, Inc., James Thomas Anderson and GTCR Fund VIII, L.P.
10.15	Amendment No. 2 to Senior Management Agreement, dated as of September 1, 2010, by and among Capella Holdings, Inc., Capella Healthcare, Inc., James Thomas Anderson and GTCR Fund VIII, L.P.
10.16	Senior Management Agreement, dated May 4, 2005, by and among Capella Holdings, Inc., Capella Healthcare, Inc. and David Andrew Slusser
10.17	Amendment No. 1 to Senior Management Agreement, dated as of May 12, 2006, by and among Capella Holdings, Inc., Capella Healthcare, Inc., David Andrew Slusser and GTCR Fund VIII, L.P.
10.18	Senior Management Agreement, dated as of October 17, 2005, by and among Capella Holdings, Inc., Capella Healthcare, Inc. and Denise Wilder Warren
10.19	Amendment No. 1 to Senior Management Agreement, dated as of May 12, 2006, by and among Capella Holdings, Inc., Capella Healthcare, Inc., Denise Wilder Warren and GTCR Fund VIII, L.P.
10.20	Senior Management Agreement, dated as of May 26, 2009, by and among Capella Holdings, Inc., Capella Healthcare, Inc. and Michael Wiechart
10.21	Form of Amendment No. 1 to Senior Management Agreement, dated as of           , 2011, by and among Capella Holdings, Inc., Capella Healthcare, Inc., Michael Wiechart and GTCR Fund VIII, L.P.(1)
10.22	Senior Management Agreement, dated November 7, 2005, by and among Capella Holdings, Inc., Capella Healthcare, Inc. and Howard T. Wall, III
10.23	Amendment No. 1 to Senior Management Agreement, dated May 12, 2006, by and among Capella Holdings, Inc., Capella Healthcare, Inc. and Howard T. Wall, III
10.24	Confirmation of Departure Terms, effective June 10, 2011, by and among Capella Holdings, Inc., Capella Healthcare, Inc., Howard T. Wall, III and RegionalCare Hospital Partners
10.25	Capella Holdings, Inc. 2006 Stock Option Plan
10.26	Capella Holdings, Inc. Deferred Compensation Plan

Exhibit
Number	Description
10.27	Computer and Data Processing Services Agreement, effective February 21, 2011, by and among HCA-Information Technology & Services, Inc. and Capella Healthcare, Inc.(2)
10.28	Amendment No. 001 to Computer and Data Processing Services Agreement, effective           , 2011, by and among HCA-Information Technology & Services, Inc. and Capella Healthcare, Inc.
10.29	Lease Agreement, dated April 3, 2007, by and among Muskogee Medical Center Authority, d/b/a Muskogee Regional Medical Center , Muskogee Regional Medical Center, LLC, and Capella Healthcare, Inc.
10.30	Form of Redemption Agreement
12	Statement of Computation of Ratio of Earnings to Fixed Charges
21	Subsidiaries of Registrant
23.1	Consent of Waller Lansden Dortch & Davis, LLP (included in Exhibit 5)
23.2	Consent of Ernst & Young LLP
24	Powers of Attorney (included on signature page)
25	Statement on Form T-1 as to the eligibility of the Trustee
99.1	Form of Letter of Transmittal
99.2	Form of Notice of Guaranteed Delivery

(1)	To be filed by amendment.
(2)	Certain information has been omitted pursuant to a confidential treatment request filed with the SEC.

EX-3.1

EXHIBIT 3.1

Delaware

                __________________     PAGE 1

The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF “CAPELLA HEALTHCARE, INC.”, FILED IN THIS OFFICE ON THE FIFTEENTH DAY OF APRIL, A. D. 2005, AT 6:47 O’CLOCK P.M.

     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE KENT COUNTY RECORDER OF DEEDS.

	/s/ Harriett Smith Windsor
	Harriet Smith Windsor, Secretary of State

3956565 8100	AUTHENTICATION: 3818710
050308716	Date: 04-18-05

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

DELIVERED 06:47 pm 04/15/2005

SRV 050308716 — 3956565 FILE

CERTIFICATE OF INCORPORATION

OF

CAPELLA HEALTHCARE, INC.

ARTICLE ONE

          The name of the corporation is Capella Healthcare, Inc.

ARTICLE TWO

     The address of the corporation’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 its registered agent at such address is National Registered Agents, Inc.

ARTICLE THREE

     The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE FOUR

     The total number of shares of stock which the corporation has authority to issue is 1,000 shares of Common Stock, with a par value of $.0l per share.

ARTICLE FIVE

     The name and mailing address of the sole incorporator are as follows:

NAME	MAILING ADDRESS
Barbara A. Beach	200 East Randolph Drive
	Suite 5700
	Chicago, Illinois 60601

ARTICLE SIX

     The corporation is to have perpetual existence.

ARTICLE SEVEN

     In furtherance and not in limitation of the powers conferred by statute, the board of directors of the corporation is expressly authorized to make, alter or repeal the by-laws of the corporation.

ARTICLE EIGHT

     Meetings of stockholders may be held within or without the State of Delaware, as the by-laws of the corporation may provide. The books of the corporation may be kept outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation. Election of directors need not be by written ballot unless the by-laws of the corporation so provide.

ARTICLE NINE

     To the fullest extent permitted by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended, a director of this corporation shall not be liable to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director. Any repeal or modification of this ARTICLE NINE shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification.

ARTICLE TEN

     To the maximum extent permitted from time to time under the law of the State of Delaware, the Corporation renounces any interest or expectancy of the Corporation in, or in being offered an opportunity to participate in, business opportunities that are from time to time presented to its officers, directors or stockholders, other than those officers, directors or stockholders who are employees of the Corporation. No amendment or repeal of this ARTICLE TEN shall apply to or have any effect on the liability or alleged liability of any officer, director or stockholder of the Corporation for or with respect to any opportunities of which such officer, director, or stockholder becomes aware prior to such amendment or repeal.

ARTICLE ELEVEN

     The corporation expressly elects not to be governed by Section 203 of the General Corporation Law of the State of Delaware.

ARTICLE TWELVE

     The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation in the manner now or hereafter prescribed herein and by the laws of the State of Delaware, and all rights conferred upon stockholders herein are granted subject to this reservation.

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     I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts stated herein are true, and accordingly have hereunto set my hand on the 15th day of April, 2005.

/s/ Barbara A. Beach  

Barbara A. Beach, Sole Incorporator 

EX-3.2

EXHIBIT 3.2

BY-LAWS

OF

CAPELLA HEALTHCARE, INC.

A Delaware Corporation

Adopted as of May 4, 2005

ARTICLE I

OFFICES

     Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be located at 9 East Loockerman Street, in the City of Dover, County of Kent, 19901. The name of the corporation’s registered agent at such address shall be National Registered Agents, Inc. 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 without 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 each year within one hundred twenty (120) days after the close of the immediately preceding fiscal year of the corporation for the purpose of electing directors and conducting such other proper business as may come before the meeting. The date, time and place of the annual meeting shall be determined by the president of the corporation; provided that if the president does not act, the board of directors shall determine the date, time and place of such meeting.

     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 without 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 board of directors, the president or the holders of shares entitled to cast not less than a majority of the votes at the meeting.

     Section 3. Place of Meetings. The board of directors may designate any place, either within or without 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 president or the secretary, and if mailed, such notice shall be deemed to be delivered when 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 ten (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 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 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, until a quorum shall be present.

     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 (30) 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 the question is one upon which 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.

     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

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amendments thereto and subject to Section 3 of Article VI hereof, every stockholder shall at every meeting of the stockholders be entitled to one (1) 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 or to express consent or dissent to corporate action in writing without a meeting 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 (3) years from its date, unless the proxy provides for a longer period. A duly elected proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an 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. Action by Written Consent. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, 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 and bearing the dates of signature of the stockholders who signed the consent or consents, shall be signed by the holders of 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 and shall be delivered to the corporation by delivery to its registered office in the state of Delaware, or the corporation’s principal place of business, or an officer or agent of the corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested or by facsimile or electronic mail, with confirmation of receipt. All consents properly delivered in accordance with this Section shall be deemed to be recorded when so delivered. No written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered to the corporation as required by this Section, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.

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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.

     Section 2. Number, Election and Term of Office. The number of directors which shall constitute the first board shall be four (4). 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 in compliance with the provisions of that certain Stockholders Agreement, dated on or about May 4, 2005, among Capella Holdings, Inc., a Delaware corporation, and certain of its stockholders (the “Stockholders Agreement”); provided that at such time as the Stockholders Agreement is no longer in effect, such number shall be subject to change by the vote of holders of a majority of the shares then entitled to vote at an election of 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. The directors shall only be removed as set forth in the Stockholders Agreement; provided that at such time as the Stockholders Agreement is no longer in effect, any director or the entire board of directors may be removed at any time, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. Whenever the holders of any class or series are entitled to elect one or more directors by the provisions of the corporation’s certificate of incorporation or the Stockholders Agreement, the provisions of this Section shall apply, in respect to the removal without cause of a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole. Any director may resign at any time upon written notice to the corporation.

     Section 4. Vacancies. Except as otherwise provided in the Certificate of incorporation of the corporation, board vacancies and newly created directorships resulting from any increase in the authorized number of directors shall be filled by as provided in the Stockholders Agreement; provided that any time the Stockholders Agreement is no longer in effect, such vacancies and newly created directorships shall be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director. Notwithstanding the foregoing, any such vacancy shall automatically reduce the number of directors pro tanto, until such time as the holders of the class of common stock which was entitled to elect the director whose office is vacant shall have exercised their right to elect a director to fill such vacancy, whereupon the number of directors shall automatically be increased pro tanto. 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.

     Section 5. Annual Meetings. The annual meeting of each newly elected 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.

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     Section 6. 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 or at the request of the president or any two (2) directors on at least twenty-four (24) hours notice to each director, either personally, by telephone, by mail, or by telegraph, facsimile or electronic mail.

     Section 7. Quorum, Required Vote and Adjournment. A majority of the total number of directors then in office (and excluding any vacancies) shall constitute a quorum for the transaction of business. The vote of a majority of directors present at a meeting at which a quorum is present shall be the act of the board of directors. If a quorum shall not he 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 8. Committees. The directors may designate one or more committees as set forth in the Stockholders Agreement; provided that at such time as the Stockholders Agreement is no longer in effect, the board of directors may, by resolution passed by a majority of the whole board, 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 9. Committee Rules. Subject to compliance with the Stockholders Agreement while it remains in effect, 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. In the event that a member and that member’s alternate, if alternates are designated by the board of directors as provided in Section 8 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 10. 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 each other, and participation in the meeting pursuant to this Section shall constitute presence in person at the meeting.

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     Section 11. 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.

     Section 12. 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 or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

ARTICLE IV

OFFICERS

     Section 1. Number. The officers of the corporation shall be elected by the board of directors and shall consist of at least a chief executive officer and secretary and may consist of a chairman, a president, one or more vice-presidents, a chief financial officer, one or more assistant secretaries, 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.

     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 such meeting may conveniently be held. 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 whenever in its judgment the best interests of the corporation would be served thereby, 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 for the unexpired portion of the term by the board of directors then in office.

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     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.

     Section 7. Chief Executive Officer. The chief executive officer shall, subject to the powers of the board of directors, be in the general and active charge of the entire business, affairs and property of the corporation, and shall be its chief policy making officer. Whenever the president is unable to serve, by reason of sickness, absence or otherwise, the chief executive officer shall perform all the duties and responsibilities and exercise all of the powers of the president.

     Section 8. President. The president of the corporation, subject to the powers of the board of directors 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 are carried into effect. The president shall execute bonds, mortgages and other contracts which the board of directors have authorized to be executed, except where required or permitted by law to be otherwise signed and executed or 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 chief executive officer or the board of directors or as may be provided in these by-laws.

     Section 9. Chief Financial Officer. The chief financial officer of the Corporation shall, under the direction of the chief executive officer, be responsible for all financial and accounting matters of the corporation. The chief financial officer shall have such other powers and such other duties as may be prescribed by the chief executive officer, the president or the board of directors or as may be provided in these by-laws.

     Section 10. 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, 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 chief executive officer, the president or these by-laws may, from time to time, prescribe.

     Section 11. 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. Under the chief executive officer’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 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

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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, 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 chief executive officer, the president, or the secretary may, from time to time, prescribe.

     Section 12. 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 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 chief executive 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 chief executive officer, the president 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 (6) 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 shall be 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 chief executive officer, the president or treasurer may, from time to time, prescribe.

     Section 13. 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 tune be prescribed by resolution of the board of directors.

     Section 14. 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 whom it may select.

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ARTICLE V

INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS

     Section 1. Nature of Indemnity. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, 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, employee, fiduciary, or agent of another corporation or of a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless by the corporation to the fullest extent which it is empowered to do so by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended against all expense, liability and loss (including attorneys’ fees actually and reasonably incurred by such person in connection with such proceeding) and such indemnification shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 2 hereof, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding initiated by such person only if such proceeding was authorized by the board of directors of the corporation. 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 of Directors and Officers. Any indemnification of a director or officer of the corporation under Section 1 of this Article V or advance of expenses under Section 5 of this Article V shall be made promptly, and in any event within thirty (30) days, upon the written request of the director or officer; provided, however, that no payment of any indemnification claim shall be made prior to the approval of such payment by the board of directors. 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 advancing of expenses, in whole or in part, or if payment in full pursuant to such request is not made within thirty (30) 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 expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware 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 General Corporation Law of the State of Delaware, nor an actual determination by the corporation (including its board of directors,

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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.

     Section 3. Article Not Exclusive. The rights to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article V shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the certificate of incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise.

     Section 4. 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, fiduciary, 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 liability 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 liability under this Article V.

     Section 5. Expenses. Reasonable expenses incurred by any person described in Section 1 of this Article V who was, is or is threatened to be made a named defendant or respondent in a proceeding shall be paid by the corporation in advance of such proceeding’s final disposition upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation; provided that, except as otherwise determined by the board of directors, no expenses shall be paid by the corporation pursuant to this Section 5 in advance of the final disposition of a proceeding if the party initiating the proceeding is the corporation, any of its subsidiaries or any of their respective stockholders. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate.

     Section 6. Employees and Agents. Persons who are not covered by the foregoing provisions of this Article V and who are or were employees or agents of the corporation, or who are or were serving at the request of the corporation as employees or agents of another corporation, partnership, joint venture, trust or other enterprise, may be indemnified to the extent authorized at any time or from time to time by the board of directors.

     Section 7. Contract Rights. The provisions of this Article V shall be deemed to be a contract right between the corporation and each director or officer who serves in any such capacity at any time while this Article V and the relevant provisions of the General Corporation Law of the State of Delaware or other applicable law are in effect, and any repeal or modification of this Article V or any such law shall not affect any rights or obligations then existing with respect to any state of facts or proceeding then existing.

     Section 8. Merger or Consolidation. For purposes of this Article V, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee

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or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article V with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

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, the chief executive officer, the president, the chief financial officer 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, chief executive officer, president, chief financial officer, 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.

     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 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 or her legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made

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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 given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. 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 Action by Written Consent. In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, 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 date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by statute, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested or by facsimile or electronic mail, with confirmation of receipt. If no record date has been fixed by the board of directors and prior action by the board of directors is required by statute, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

     Section 5. 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 6. 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

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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 7. 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 limes, 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, pursuant to 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 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. 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 subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to directly or indirectly 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

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corporation. Nothing in this Section 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 may 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 chief executive officer, 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 and upon not less than five (5) business days prior notice, 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 or business.

     Section 9. Section Readings. 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 corporation’s certificate of incorporation, the General Corporation Law of the State of Delaware, any other applicable law, or any stockholders agreement in effect from time to time by and among the corporation and one or more other stockholders of the corporation, including the Stockholders Agreement (as the same may be amended from time to time pursuant to the terms thereof), 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.

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ARTICLE VIII

AMENDMENTS

     Subject to the provisions of the Stockholders Agreement, these by-laws may be amended, altered, or repealed and new by-laws adopted at any meeting of the board of directors by a majority vote. 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 the same power.

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EX-3.3

EXHIBIT 3.3

CERTIFICATE OF FORMATION
OF
CAPELLA HOLDINGS OF OKLAHOMA, LLC

     Pursuant to Section 18-201 of the Delaware Limited Liability Company Act (the “Act”), the undersigned, desiring to form a limited liability company, does hereby certify as follows:

     1. The name of the limited liability company is Capella Holdings of Oklahoma, LLC (the “LLC”).

     2. The address of the LLC’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801. The name of the registered agent is The Corporation Trust Company.

     3. The LLC shall have the power and authority to carry on any business permitted by, and to have and exercise all of the powers and rights conferred by, the Act as amended from time to time or any successor provisions thereto.

     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 12^th day of January, 2007.

Cape Holdings of Oklahoma, LLC
 

/s/ D. Andrew Slusser  

D. Andrew Slusser, Authorized Person 

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

DELIVERED 03:48 PM 01/22/2007

FILED 03:25 PM 01/22/2007

SRV 070069497 — 4288637 FILE

EX-3.4

EXHIBIT 3.4

LIMITED LIABILITY COMPANY AGREEMENT
OF
CAPELLA HOLDINGS OF OKLAHOMA, LLC

     The undersigned hereby executes this Limited Liability Company Agreement (“LLC Agreement”) as the sole member (“Member”) of Capella Holdings of Oklahoma, LLC (the “Company”), a Delaware limited liability company formed on January 22, 2007, pursuant to the provisions of the Delaware Limited Liability Company Act (“Act”).

     The Company may engage in any lawful business permitted by the Act, including without limitation, acquiring, constructing, developing, owning, operating, selling, leasing, financing, and otherwise dealing with real property and healthcare businesses. The term of the Company shall be perpetual.

ARTICLE I

OFFICES

     The principal office of the Company shall be designated from time to time by the Board of Managers. The Company may have offices in addition to its principal place of business as the business of the Company may require from time to time.

     The registered office of the Company 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 Managers.

ARTICLE II

MEMBERS

     SECTION 1. MEETINGS. The annual meeting of Members shall be designated by the Board of Managers, for the purpose of electing managers and for the transaction of such other business as may come before the meeting. If the election of managers 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 Members to be held as soon thereafter as may be convenient. Special meetings of the Members may be called by the Chairman of the Board, the President, by a majority of the members of the Board of Managers or by the holders of not less than one-fifth of the percentage ownership of the Company.

     SECTION 2. PLACE OF MEETING. The annual meeting, or any special meeting of the Members, shall be held in Nashville, Tennessee, unless otherwise designated by them. A waiver of notice, signed by all Members, may designate any place, either within or without the State, as the place for the holding of such meeting. If a special meeting be otherwise called, the place of meeting shall be the office of the Company in the State of Tennessee, except as otherwise provided in Section 5 of this Article.

     SECTION 3. NOTICE OF MEETINGS. When written or printed notice is required to be given to the Members, such notice shall be given 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 one hour nor more than forty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, the President, the Secretary, or the officer or persons calling the meeting, to each Member 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 in a sealed envelope addressed to the Member at his address as it appears on the records of the Company, with postage thereon prepaid. Notice of a meeting, either annual or special, called for the purpose of electing managers shall be delivered not less than two hours before the meeting.

     SECTION 4. MEETING OF ALL MEMBERS. If all of the Members shall meet at any time and place, either within or without the State, 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 percentage ownership of the Company, represented in person or by proxy, shall constitute a quorum at any meeting of Members; provided, that if less than a majority of the percentage ownership are represented at said meeting, a majority of the percentage ownership so represented may adjourn the meeting from time to time without further notice.

     SECTION 6. PROXIES. At all meetings of Members, a Member may vote by proxy executed in writing by the Member or by its duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Company 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 PERCENTAGE OWNERSHIP. Each percentage of the percentage ownership shall be entitled to one vote upon each matter submitted to a vote at a meeting of Members. Percentage ownership standing in the name of another company, domestic or foreign, may be voted by such officer, agent or proxy as the governing documents of such company may prescribe, or, in the absence of such provision, as such company’s management may determine. In all elections of managers, every Member shall have the right to vote, in person or by proxy, one vote for each percentage of the percentage ownership owned by it, for as many persons as there are managers to be elected. All voting shall be on a non-cumulative basis, unless otherwise stated in the Articles of Organization or except as required by applicable state law.

     SECTION 8. INFORMAL ACTION BY MEMBERS. Any action required to be taken at a meeting of the Members 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 Members 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 Members entitled to vote thereon were present and voted with respect to the subject matter thereof.

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ARTICLE III

MANAGERS

     SECTION 1. GENERAL POWERS. The business and affairs of the Company shall be managed by its Board of Managers.

     SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of managers of the Company shall be not less than one (1) nor more than ten (10), but may be increased by amendment of this LLC Agreement by the Members. Each manager 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. Managers need not be residents of the state of formation nor need they be the holder of any percentage ownership of the Company.

     SECTION 2.1 COMMITTEES OF THE BOARD. The Board of Managers may from time to time appoint such standing or special committees as it may deem for the best interest of the Company, but no such committee shall have any powers, except such as are expressly conferred upon it by the Board of Managers.

     SECTION 3. MEETINGS. A regular meeting of the Board of Managers shall be held without other notice than this LLC Agreement, immediately after, and at the same place, as the annual meeting of Members. Additional regular meetings of the Board of Managers may be held at any time and place designated by them. Special Meetings of the Board of Managers may be called by or at the request of the Chairman of the Board or a majority of the managers. Special meetings shall be held, unless otherwise designated by the Board of Managers, in Nashville, Tennessee. Meetings may be held by the managers participating in same by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation constitutes presence in person for all those participating. Whenever the Act authorizes or permits managers 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 managers at a meeting.

     SECTION 4. NOTICE. Notice of any special meeting shall be given at least two (2) hours prior thereto by written notice delivered personally or mailed to each manager at his business address, or by facsimile. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by facsimile, such notice shall be deemed to be delivered when the facsimile is transmitted. Any manager may waive notice of any meeting. The attendance of a manager at any meeting shall constitute a waiver of notice of such meeting, except where a manager 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 Managers need be specified in the notice or waiver of notice of such meeting.

     SECTION 5. QUORUM. A majority of the Board of Managers shall constitute a quorum for the transaction of business at any meeting of the Board of Managers, provided, that if

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less than a majority of the managers are present at said meeting, a majority of the managers present may adjourn the meeting from time to time without further notice.

     SECTION 6. MANNER OF ACTING. The act of the majority of the managers present at a meeting at which a quorum is present shall be the act of the Board of Managers. Any action required to be taken at a meeting of the Managers 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 Managers 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 Managers entitled to vote thereon were present and voted with respect to the subject matter thereof.

     SECTION 7. VACANCIES. Any vacancy occurring in the Board of Managers or in a position on the Board to be filled by reason of an increase in the number of managers, may be filled by election at an annual meeting or at a special meeting of Members called for that purpose. A manager elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

     SECTION 8. RESIGNATION OF MANAGERS. Any manager may resign at any time by giving written notice of such resignation to the Board of Managers, the Chairman of the Board 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 Managers or one of the above named officers; and, unless specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     SECTION 9. REMOVAL OF MANAGERS. At any special meeting of the Members, duly called as provided in this LLC Agreement, any manager or managers may, by the affirmative vote of the holders of a majority of all the percentage ownership entitled to vote for the election of managers, 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 10. COMPENSATION. Managers, as such, shall not receive any stated salaries for their services, but by resolution of the Board of Managers, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Managers; provided that nothing herein contained shall be construed to preclude any manager from serving the Company in any other capacity and receiving compensation therefor.

     SECTION 11. DELEGATION OF DUTIES TO CLINICAL BOARDS. The Board of Managers of the Company (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 Company 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 Managers 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.

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     The Board of Managers has delegated to the Chief Executive Officer of the Company, in accordance with this Operating Agreement, the authority to appoint the Clinical Board. The Board of Managers has delegated to its officers, in accordance with this Operating Agreement, 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 Managers, while maintaining continuing communication with the Clinical Board and Medical Staff.

     The Board of Managers has appointed the Clinical Board to assist and advise the CEO and/or Administrator, the Board of Managers, 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 Managers 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 policies regarding such matters.

     The Board of Managers, 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 Managers 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 Managers, to overrule decisions made by the Clinical Board.

ARTICLE IV

OFFICERS

     SECTION 1. CLASSES. The officers of the Company shall be a President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the Board of Managers, 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 the Board of Managers.

     SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Company shall be elected annually by the Board of Managers at the first meeting of the Board of Managers held after the annual meeting of Members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Vacancies may be filled or new offices created and filled at any meeting of the Board of Managers. 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.

     SECTION 3. REMOVAL. Any officer or agent elected or appointed by the Board of Managers may be removed by the Board of Managers whenever in its judgment the best interest

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of the Company would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

     SECTION 4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Managers for the unexpired portion of the term.

     SECTION 5. PRESIDENT. The President shall have general charge of the business affairs and property of the Company and general supervision over its officers and agents, If present, he shall preside at all meetings of Members and he shall see that all orders and resolutions of the Board of Managers are carried into effect. He may sign and execute in the name of the Company deeds, mortgages, bonds, contracts, agreements or other instruments duly authorized by the Board of Managers except in cases where the signing and execution thereof shall be expressly delegated by the Board of Managers to some other officer or agent. From time to time, he shall report to the Board of Managers all matters within his knowledge which the interests of the Company may require to be brought to their attention. He shall also perform such other duties as are given to him by this LLC Agreement or as from time to time may be assigned to him by the Board of Managers.

     SECTION 6. VICE PRESIDENTS. The Vice Presidents shall perform such duties as are given to them by this LLC Agreement or as from time to time may be assigned to them by the Board of Managers, the Chairman of the Board, or the President, and, in the order of their seniority, or in any other order as the Board of Managers 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 Company, deeds, mortgages, bonds and other instruments.

     SECTION 7. SECRETARY. The Secretary shall:

     (a) Record all the proceedings of the meetings of the Members, the Board of Managers, 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 this LLC Agreement and as required by statutes;

     (c) Whenever any committee shall be appointed in pursuance of a resolution of the Board of Managers, furnish the Chairman of such committee with a copy of such resolution;

     (d) Be custodian of the records and of the seal of the Company, and cause such seal to be affixed to all instruments the execution of which on behalf of the Company 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;

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     (f) Have charge of the ownership records of the Company and exhibit such records at all reasonable times to such persons as are entitled by statute to have access thereto;

     (g) In general, perform all duties incident to the office of the Secretary and such other duties as are given to him by this LLC Agreement or as from time to time may he assigned to him by the Board of Managers, the Chairman of the Board or the President.

     SECTION 8. ASSISTANT SECRETARIES. 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 Managers or the Chairman of the Board 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. The Assistant Secretaries shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Secretary.

     SECTION 9. TREASURER. If required by the Board of Managers, 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 Managers shall determine. He shall: (a) have charge and custody of and be responsible for all funds and securities of the Company; receive and give receipts for moneys due and payable to the Company from any source whatsoever, and deposit all such moneys in the name of the Company in such banks, trust companies, or other depositaries as shall be selected in accordance with the provisions of Article V of this LLC Agreement; (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 Managers, the Chairman of the Board or the President.

     SECTION 10. ASSISTANT TREASURERS. 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 Managers or the Chairman of the Board 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. The Assistant Treasurers shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Treasurer.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

     SECTION 1. CONTRACTS. The Board of Managers 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 Company and such authority may be general or confined to specific instances.

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     SECTION 2. LOANS. No loans shall be contracted on behalf of the Company and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Managers. 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 Company shall be signed by such officer or officers, agent or agents, of the Company and in such manner as shall from time to time be determined by resolution of the Board of Managers.

     SECTION 4. DEPOSITS. All funds of the Company not otherwise employed shall be deposited from time to time to the credit of the Company in such banks, trust companies, or other depositaries as the Board of Managers may select.

ARTICLE VI

TRANSFER OF PERCENTAGE OWNERSHIP

     Transfers of percentage ownership of the Company shall be made only on the books of the Company. The person in whose name percentage ownership stands on the books of the Company shall be deemed the owner thereof for all purposes as regards the Company.

ARTICLE VII

FISCAL YEAR

     The fiscal year of the Company 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 Managers.

ARTICLE VIII

DISTRIBUTIONS

     Prior to the dissolution of the Company, no Member shall have the right to receive any distributions of or return of its capital contribution. All distributions and all allocations of income, gains, losses and credits shall be made in accordance with the percentage ownership of the Members. The Board of Managers may from time to time declare, and the Company may pay, dividends on its percentage ownership in the manner and upon the terms and conditions provided by law and its Articles of Organization. The Members shall not be required to make any additional contributions of capital to the Company, although the Members may from time to time agree to make additional contributions to the Company.

ARTICLE IX

SEAL

     The Board of Managers may provide a company seal in such form as the Board of Managers may prescribe.

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ARTICLE X

WAIVER OF NOTICE

     Whenever any notice whatsoever is required to be given under the provisions of this LLC Agreement, or under the provisions of the Certificate of Formation, or under the provisions of the Act[/], 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.

ARTICLE XI

INDEMNIFICATION OF OFFICERS AND MANAGERS

     The Company shall indemnify its officers and managers against all reasonable expenses 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 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 shall extend 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 shall also extend 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 shall not be 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 or managers.

ARTICLE XII

AMENDMENTS

     The Members may alter, amend or rescind this LLC Agreement at any annual or special meeting of Members at which a quorum is present, by the vote of a majority of the percentage ownership represented at such meeting, provided that the notice of such meeting shall have included notice of such proposed amendment. The Board of Managers shall have the power and authority to alter, amend or rescind the LLC Agreement of the Company at any regular or special meeting at which a quorum is present by the vote of a majority of the entire Board of Managers, subject always to the power of the Members to change such action of the managers.

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     Executed this 22^nd day of January, 2007, but effective January 22, 2007.

CAPELLA HEALTHCARE, INC. Sole Member
By:	/s/ D. Andrew Slusser
Name:	D. Andrew Slusser
Title:	SR. VICE PRESIDENT

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EX-3.5

EXHIBIT 3.5

Delaware

The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF FORMATION OF “CAPITAL MEDICAL CENTER HOLDINGS, LLC”, FILED IN THIS OFFICE ON THE TWENTY-FOURTH DAY OF AUGUST, A.D. 2005, AT 4:03 O’CLOCK P.M.

/s/ Harriett Smith Windsor

Harriet Smith Windsor, Secretary of State

4020383 8100	AUTHENTICATION: 4114782
050699422	Date: 08-25-05

CERTIFICATE OF FORMATION

OF

CAPITAL MEDICAL CENTER HOLDINGS, LLC

Under Section. 18-201 of the
Delaware Limited Liability Company Act

     FIRST: The name of the limited liability company is Capital Medical Center Holdings, LLC (the “Company”).

     SECOND: 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 has executed this Certificate of Formation as of August 24, 2005.

By:	/s/ Dora A. Blackwood
	Dora A. Blackwood  Authorised Person

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
DELIVERED 04:14 PM 08/24/2005
FILED 04:03 PM 08/24/2005
SRV 050699422 — 4020383 FILE

EX-3.6

EXHIBIT 3.6

Operating Agreement
of
Capital Medical Center Holdings, LLC

     The undersigned hereby executes this Operating Agreement (“Operating Agreement”) as the sole member (“Member”) of Capital Medical Center Holdings, LLC (the “Company”), a Delaware limited liability company formed on August 24, 2005 pursuant to the provisions of the Delaware Limited Liability Company Act (“Act”). The Member hereby agrees that the ownership interest in the Company is as follows:

Name and Address	Percentage Ownership		Initial Capital Contribution
HTI Hospital Holdings, Inc.		100%	$	1,000.00
One Park Plaza Nashville, Tennessee 37203

     The Company may engage in any lawful business permitted by the Act, including without limitation, acquiring, constructing, developing, owning, operating, selling, leasing, financing, and otherwise dealing with real property and healthcare businesses. The term of the Company shall be perpetual.

ARTICLE I

OFFICES

     The principal office of the Company shall be designated from time to time by the Board of Managers. The Company may have offices in addition to its principal place of business as the business of the Company may require from time to time.

     The registered office of the Company 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 Managers.

ARTICLE II

MEMBERS

     SECTION 1. MEETINGS. The annual meeting of Members shall be designated by the Board of Managers, for the purpose of electing managers and for the transaction of such other business as may come before the meeting. If the election of managers 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 Members to be held as soon thereafter as may be convenient. Special meetings of the Members may be called by the Chairman of the Board, the President, by a majority of the members of the Board of Managers or by the holders of not less than one-fifth of the Percentage Ownership of the Company.

     SECTION 2. PLACE OF MEETING. The annual meeting, or any special meeting of the Members, shall be held in Nashville, Tennessee, unless otherwise designated by the Members. A waiver of notice, signed by all Members, may designate any place, either within or without the State of Tennessee, as the place for the holding of such meeting.

     SECTION 3. NOTICE OF MEETINGS. When written or printed notice is required to be given to the Members, such notice shall be given 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 one hour nor more than forty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, the President, the Secretary, or the officer or persons calling the meeting, to each Member 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 in a sealed envelope addressed to the Member at his address as it appears on the records of the Company, with postage thereon prepaid. Notice of a meeting, either annual or special, called for the purpose of electing managers shall be delivered not less than two hours before the meeting.

     SECTION 4. MEETING OF ALL MEMBERS. If all of the Members shall meet at any time and place, either within or without the State, 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 Percentage Ownership of the Company, represented in person or by proxy, shall constitute a quorum at any meeting of Members; provided, that if less than a majority of the Percentage Ownership are represented at said meeting, a majority of the Percentage Ownership so represented may adjourn the meeting from time to time without further notice.

     SECTION 6. PROXIES. At all meetings of Members, a Member may vote by proxy executed in writing by the Member or by its duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Company 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 PERCENTAGE OWNERSHIP. Each percentage of the Percentage Ownership shall be entitled to one vote upon each matter submitted to a vote at a meeting of Members. Percentage Ownership standing in the name of another company, domestic or foreign, may be voted by such officer, agent or proxy as the governing documents of such company may prescribe, or, in the absence of such provision, as such company’s management may determine. In all elections of managers, every Member shall have the right to vote, in person or by proxy, one vote for each percentage of the Percentage Ownership owned by it, for as many persons as there arc managers to be elected. All voting shall be on a non-cumulative basis, unless otherwise stated in the Articles of Organization or except as required by applicable state law.

     SECTION 8. INFORMAL ACTION BY MEMBERS. Any action required to be taken at a meeting of the Members 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

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Members 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 Members entitled to vote thereon were present and voted with respect to the subject matter thereof.

ARTICLE III

MANAGERS

     SECTION l. GENERAL POWERS. The business and affairs of the Company shall be managed by its Board of Managers.

     SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of managers of the Company shall be not less than one (1) nor more than ten (10), but may be increased by amendment of this Operating Agreement by the Members. Each manager 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. Managers need not be residents of the state of formation nor need they be the holder of any Percentage Ownership of the Company.

     SECTION 2.1. COMMITTEES OF THE BOARD. The Board of Managers may from time to time appoint such standing or special committees as it may deem for the best interest of the Company, but no such committee shall have any powers, except such as are expressly conferred upon it by the Board of Managers.

     SECTION 3. MEETINGS. A regular meeting of the Board of Managers shall be held without other notice than this Operating Agreement, immediately after, and at the same place, as the annual meeting of Members. Additional regular meetings of the Board of Managers may be held at any time and place designated by them. Special meetings of the Board of Managers may be called by or at the request of the Chairman of the Board or a majority of the managers. Special meetings shall be held, unless otherwise designated by the Board of Managers, in Nashville, Tennessee. Meetings may be held by the managers participating in same by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation constitutes presence in person for all those participating. Whenever the laws of the State authorize or permit managers 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 managers at a meeting.

     SECTION 4. NOTICE. Notice of any special meeting shall be given at least two (2) hours prior thereto by written notice delivered personally or mailed to each manager at his business address, or by facsimile. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by facsimile, such notice shall be deemed to be delivered when the facsimile is transmitted. Any manager may waive notice of any meeting. The attendance of a manager at any meeting shall constitute a waiver of notice of such meeting, except where a manager 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 Managers need be specified in the notice or waiver of notice of such meeting.

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     SECTION 5. QUORUM. A majority of the Board of Managers shall constitute a quorum for the transaction of business at any meeting of the Board of Managers, provided, that if less than a majority of the managers are present at said meeting, a majority of the managers present may adjourn the meeting from time to time without further notice.

     SECTION 6. MANNER OF ACTING. The act of the majority of the managers present at a meeting at which a quorum is present shall be the act of the Board of Managers. Any action required to be taken at a meeting of the Managers 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 Managers 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 Managers entitled to vote thereon were present and voted with respect to the subject matter thereof.

     SECTION 7. VACANCIES. Any vacancy occurring in the Board of Managers or in a position on the Board to be filled by reason of an increase in the number of managers, may be filled by election at an annual meeting or at a special meeting of Members called for that purpose. A manager elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

     SECTION 8. RESIGNATION OF MANAGERS. Any manager may resign at any time by giving written notice of such resignation to the Board of Managers, the Chairman of the Board 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 Managers or one of the above named officers; and, unless specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     SECTION 9. REMOVAL OF MANAGERS. At any special meeting of the Members, duly called as provided in this Operating Agreement, any manager or managers may, by the affirmative vote of the holders of a majority of all the Percentage Ownership entitled to vote for the election of managers, 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 10. COMPENSATION. Managers, as such, shall not receive any stated salaries for their services, but by resolution of the Board of Managers, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Managers; provided that nothing herein contained shall be construed to preclude any manager from serving the Company in any other capacity and receiving compensation therefor.

     SECTION 11. DELEGATION OF DUTIES TO CLINICAL BOARDS. The Board of Managers of the Company (in certain cases acting as the general partner of a limited partnership (the “Partnership”)) serves as the governing body of any and al] of the hospital(s) and/or outpatient center(s) (the “Facility”), as the case may be, owned by the Company 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 Managers may delegate certain duties to its officers and to the Board of Trustees of the hospital(s) and/or the Board of Governors of the outpatient 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

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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 Managers 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 Managers, while maintaining continuing communication with the Clinical Board and Medical Staff.

     The Board of Managers has appointed the Clinical Board to assist and advise the CEO and/or Administrator, the Board of Managers, 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 Managers 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 Managers, 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 Managers 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 Managers, to overrule decisions made by the Clinical Board.

ARTICLE IV

OFFICERS

     SECTION 1. CLASSES. The officers of the Company shall be a President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the Board of Managers, 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 amendments to this article by the Members.

     SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Company shall be elected annually by the Board of Managers at the first meeting of the Board of Managers held after the annual meeting of Members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Vacancies may be filled or new offices created and filled at any meeting of the Board of Managers. 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.

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     SECTION 3. REMOVAL. Any officer or agent elected or appointed by the Board of Managers may be removed by the Board of Managers whenever in its judgment the best interest of the Company would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

     SECTION 4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Managers for the unexpired portion of the term.

     SECTION 5. PRESIDENT. The President shall have general charge of the business affairs and property of the Company and general supervision over its officers and agents. If present, he shall preside at all meetings of Members and he shall see that all orders and resolutions of the Board of Managers are carried into effect. He may sign and execute in the name of the Company deeds, mortgages, bonds, contracts, agreements or other instruments duly authorized by the Board of Managers except in cases where the signing and execution thereof shall be expressly delegated by the Board of Managers to some other officer or agent. From time to time, he shall report to the Board of Managers all matters within his knowledge which the interests of the Company may require to be brought to their attention. He shall also perform such other duties as are given to him by this Operating Agreement or as from time to time may be assigned to him by the Board of Managers.

     SECTION 6. VICE PRESIDENTS. The Vice Presidents shall perform such duties as are given to them by this Operating Agreement or as from time to time may be assigned to them by the Board of Managers, the Chairman of the Board, or the President, and, in the order of their seniority, or in any other order as the Board of Managers 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 Company, deeds, mortgages, bonds and other instruments.

     SECTION 7. SECRETARY. The Secretary shall:

     (a) Record all the proceedings of the meetings of the Members, the Board of Managers, 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 this Operating Agreement and as required by statutes;

     (c) Whenever any committee shall be appointed in pursuance of a resolution of the Board of Managers, furnish the Chairman of such committee with a copy of such resolution;

     (d) Be custodian of the records and of the seal of the Company, and cause such seal to be affixed to all instruments the execution of which on behalf of the Company 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;

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     (f) Have charge of the ownership records of the Company and exhibit such records at all reasonable times to such persons as are entitled by statute to have access thereto;

     (g) In general, perform all duties incident to the office of the Secretary and such other duties as are given to him by this Operating Agreement or as from time to time may be assigned to him by the Board of Managers, the Chairman of the Board or the President.

     SECTION 8. ASSISTANT SECRETARIES. 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 Managers or the Chairman of the Board 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. The Assistant Secretaries shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Secretary.

     SECTION 9. TREASURER. If required by the Board of Managers, 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 Managers shall determine. He shall: (a) have charge and custody of and be responsible for all funds and securities of the Company; receive and give receipts for moneys due and payable to the Company from any source whatsoever, and deposit all such moneys in the name of the Company in such banks, trust companies, or other depositaries as shall be selected in accordance with the provisions of Article V of this Operating Agreement; (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 Managers, the Chairman of the Board or the President.

     SECTION 10. ASSISTANT TREASURERS. 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 Managers or the Chairman of the Board 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. The Assistant Treasurers shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Treasurer.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

     SECTION 1. CONTRACTS. The Board of Managers 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 Company and such authority may be general or confined to specific instances.

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     SECTION 2. LOANS. No loans shall be contracted on behalf of the Company and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Managers. 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 Company shall be signed by such officer or officers, agent or agents, of the Company and in such manner as shall from time to time be determined by resolution of the Board of Managers.

     SECTION 4. DEPOSITS. All funds of the Company not otherwise employed shall be deposited from time to time to the credit of the Company in such banks, trust companies, or other depositaries as the Board of Managers may select.

ARTICLE VI

TRANSFER OF PERCENTAGE OWNERSHIP

     Transfers of Percentage Ownership of the Company shall be made only on the books of the Company. The person in whose name Percentage Ownership stand on the books of the Company shall be deemed the owner thereof for all purposes as regards the Company.

ARTICLE VII

FISCAL YEAR

     The fiscal year of the Company 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 Managers.

ARTICLE VIII

DISTRIBUTIONS

     Prior to the dissolution of the Company, no Member shall have the right to receive any distributions of or return of its capital contribution. All distributions and all allocations of income, gains, losses and credits shall be made in accordance with the Percentage Ownership of the Member. The Board of Managers may from time to time declare, and the Company may pay, dividends on its Percentage Ownership in the manner and upon the terms and conditions provided by law and its Articles of Organization. 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 contributions to the Company.

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ARTICLE IX

SEAL

     The Board of Managers may provide a company seal in such form as the Board of Managers may prescribe.

ARTICLE X

WAIVER OF NOTICE

     Whenever any notice whatsoever is required to be given under the provisions of this Operating Agreement, or under the provisions of the Certificate of Formation, or under the provisions of the laws of the state of formation, 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.

ARTICLE XI

INDEMNIFICATION OF OFFICERS AND MANAGERS

     The Company shall indemnify its officers and managers against all reasonable expenses 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 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 shall extend 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 shall also extend 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 shall not be 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 or managers.

ARTICLE XII

AMENDMENTS

     The Members may alter, amend or rescind this Operating Agreement at any annual or special meeting of Members at which a quorum is present, by the vote of a majority of the Percentage Ownership represented at such meeting, provided that the notice of such meeting shall have included notice of such proposed amendment. The Board of Managers shall have the power and authority to alter, amend or rescind the Operating Agreement of the Company at any

9

regular or special meeting at which a quorum is present by the vote of a majority of the entire Board of Managers, subject always to the power of the Members to change such action of the managers.

     Executed this at 23^rd day of November, 2005, but effective as of August 24, 2005.

HTI Hospital Holdings, Inc., Sole Member
By:	/s/ Dora A. Blackwood
	Dora A. Blackwood
	Vice President and Assistant Secretary

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EX-3.7

EXHIBIT 3.7

State of Delaware

Office of the Secretary of State

     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF FORMATION OF “CAPITAL MEDICAL CENTER PARTNER, LLC”, FILED IN THIS OFFICE ON THE SEVENTEENTH DAY OF DECEMBER, A.D. 1999, AT 9 O’CLOCK A.M.

/s/ Edward J. Fred  

Edward J. Fred, Secretary of State 

3145410 8100	AUTHENTICATION: 0152288
991548646	Date: 12-20-99

CERTIFICATE OF FORMATION

OF

CAPITAL MEDICAL CENTER PARTNER, LLC

Under Section 18-201 of the
Delaware Limited Liability Company Act

     FIRST: The name of the limited liability company is Capital Medical Center Partner, 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 17, 1999.

By:	/s/ David Denson
	David Denson
	Assistant Secretary

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 12/17/1999
991548646 — 3145410

State of Delaware

Office of the Secretary of State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “CAPITAL MEDICAL CENTER PARTNER, LLC”, FILED IN THIS OFFICE ON THE SEVENTEENTH DAY OF DECEMBER, A.D. 2001, AT 10 O’CLOCK A.M.

/s/ Harriett Smith Windsor  

Harriet Smith Windsor, Secretary of State 

3145410 8100	AUTHENTICATION: 1508772
010647338	Date: 12-17-01

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF REGISTRATION

OF

Capital Medical Center Partner, LLC

     1. The name under which the foreign limited liability company is registered and is doing business in the State of Delaware is Capital Medical Center Partner, LLC.

     The name under which the foreign limited liability company was formed is Capital Medical Center Partner, LLC.

     2. The Certificate of Registration of the foreign limited liability company was duly endorsed as filed by the Secretary of State of the State of Delaware on December 17, 1999.

     3. The Certificate of Registration of the foreign 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 Capital Medical Center Partner, LLC this 10th day of December, 2001.

Capital Medical Center Partner, LLC
 

/s/ Mary R. Adams  

Mary R. Adams, as Attorney-in-Fact 

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:00 AM 12/17/2001
010647338 — 3145410

EX-3.8

EXHIBIT 3.8

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
CAPITAL MEDICAL CENTER PARTNER, LLC

     The undersigned hereby executes this Amended and Restated Limited Liability Company Agreement (“LLC Agreement”) as the sole member (“Member”) of Capital Medical Center Partner, LLC (the “Company”), a Delaware limited liability company formed on December 17, 1999, pursuant to the provisions of the Delaware Limited Liability Company Act (“Act”).

     The Company may engage in any lawful business permitted by the Act, including without limitation, acquiring, constructing, developing, owning, operating, selling, leasing, financing, and otherwise dealing with real property and healthcare businesses. The term of the Company shall be perpetual.

ARTICLE I

OFFICES

     The principal office of the Company shall be designated from time to time by the Board of Managers. The Company may have offices in addition to its principal place of business as the business of the Company may require from time to time.

     The registered office of the Company 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 Managers.

ARTICLE II

MEMBERS

     SECTION 1. MEETINGS. The annual meeting of Members shall be designated by the Board of Managers, for the purpose of electing managers and for the transaction of such other business as may come before the meeting. If the election of managers 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 Members to be held as soon thereafter as may be convenient. Special meetings of the Members may be called by the Chairman of the Board, the President, by a majority of the members of the Board of Managers or by the holders of not less than one-fifth of the Percentage Ownership of the Company.

     SECTION 2. PLACE OF MEETING. The annual meeting, or any special meeting of the Members, shall be held in Nashville, Tennessee, unless otherwise designated by them. A waiver of notice, signed by all Members, may designate any place, either within or without the State, as the place for the holding of such meeting. If a special meeting be otherwise called, the place of

meeting shall be the office of the Company in the State of Tennessee, except as otherwise provided in Section 5 of this Article.

     SECTION 3. NOTICE OF MEETINGS. When written or printed notice is required to be given to the Members, such notice shall be given 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 one hour nor more than forty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, the President, the Secretary, or the officer or persons calling the meeting, to each Member 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 in a sealed envelope addressed to the Member at his address as it appears on the records of the Company, with postage thereon prepaid. Notice of a meeting, either annual or special, called for the purpose of electing managers shall be delivered not less than two hours before the meeting.

     SECTION 4. MEETING OF ALL MEMBERS. If all of the Members shall meet at any time and place, either within or without the State, 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 Percentage Ownership of the Company, represented in person or by proxy, shall constitute a quorum at any meeting of Members; provided, that if less than a majority of the Percentage Ownership are represented at said meeting, a majority of the Percentage Ownership so represented may adjourn the meeting from time to time without further notice.

     SECTION 6. PROXIES. At all meetings of Members, a Member may vote by proxy executed in writing by the Member or by its duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Company 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 PERCENTAGE OWNERSHIP. Each percentage of the Percentage Ownership shall be entitled to one vote upon each matter submitted to a vote at a meeting of Members. Percentage Ownership standing in the name of another company, domestic or foreign, may be voted by such officer, agent or proxy as the governing documents of such company may prescribe, or, in the absence of such provision, as such company’s management may determine. In all elections of managers, every Member shall have the right to vote, in person or by proxy, one vote for each percentage of the Percentage Ownership owned by it, for as many persons as there are managers to be elected. All voting shall be on a non-cumulative basis, unless otherwise stated in the Articles of Organization or except as required by applicable state law.

     SECTION 8. INFORMAL ACTION BY MEMBERS. Any action required to be taken at a meeting of the Members 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 Members having not less than the minimum number of votes that would be necessary to

2

authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted with respect to the subject matter thereof.

ARTICLE III

MANAGERS

     SECTION 1. GENERAL POWERS. The business and affairs of the Company shall be managed by its Board of Managers.

     SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of managers of the Company shall be not less than one (1) nor more than ten (10), but may be increased by amendment of this LLC Agreement by the Members. Each manager 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. Managers need not be residents of the state of formation nor need they be the holder of any Percentage Ownership of the Company.

     SECTION 2.1. COMMITTEES OF THE BOARD. The Board of Managers may from time to time appoint such standing or special committees as it may deem for the best interest of the Company, but no such committee shall have any powers, except such as are expressly conferred upon it by the Board of Managers.

     SECTION 3. MEETINGS. A regular meeting of the Board of Managers shall be held without other notice than this LLC Agreement, immediately after, and at the same place, as the annual meeting of Members. Additional regular meetings of the Board of Managers may be held at any time and place designated by them. Special meetings of the Board of Managers may be called by or at the request of the Chairman of the Board or a majority of the managers. Special meetings shall be held, unless otherwise designated by the Board of Managers, in Nashville, Tennessee. Meetings may be held by the managers participating in same by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation constitutes presence in person for all those participating. Whenever the laws of the State authorize or permit managers 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 managers at a meeting.

     SECTION 4. NOTICE. Notice of any special meeting shall be given at least two (2) hours prior thereto by written notice delivered personally or mailed to each manager at his business address, or by facsimile. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by facsimile, such notice shall be deemed to be delivered when the facsimile is transmitted. Any manager may waive notice of any meeting. The attendance of a manager at any meeting shall constitute a waiver of notice of such meeting, except where a manager 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 Managers need be specified in the notice or waiver of notice of such meeting.

3

     SECTION 5. QUORUM. A majority of the Board of Managers shall constitute a quorum for the transaction of business at any meeting of the Board of Managers, provided, that if less than a majority of the managers arc present at said meeting, a majority of the managers present may adjourn the meeting from time to time without further notice.

     SECTION 6. MANNER OF ACTING. The act of the majority of the managers present at a meeting at which a quorum is present shall be the act of the Board of Managers. Any action required to be taken at a meeting of the Managers 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 Managers 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 Managers entitled to vote thereon were present and voted with respect to the subject matter thereof.

     SECTION 7. VACANCIES. Any vacancy occurring in the Board of Managers or in a position on the Board to be filled by reason of an increase in the number of managers, may be filled by election at an annual meeting or at a special meeting of Members called for that purpose. A manager elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

     SECTION 8. RESIGNATION OF MANAGERS. Any manager may resign at any time by giving written notice of such resignation to the Board of Managers, the Chairman of the Board 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 Managers or one of the above named officers; and, unless specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     SECTION 9. REMOVAL OF MANAGERS. At any special meeting of the Members, duly called as provided in this LLC Agreement, any manager or managers may, by the affirmative vote of the holders of a majority of all the Percentage Ownership entitled to vote for the election of managers, 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 10. COMPENSATION. Managers, as such, shall not receive any stated salaries for their services, but by resolution of the Board of Managers, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Managers; provided that nothing herein contained shall be construed to preclude any manager from serving the Company in any other capacity and receiving compensation therefor.

     SECTION 11. DELEGATION OF DUTIES TO CLINICAL BOARDS. The Board of Managers of the Company (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 Company 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 Managers 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

4

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 Managers has delegated to the Chief Executive Officer of the Company, in accordance with these By-laws, the authority to appoint the Clinical Board. The Board of Managers 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 Managers, while maintaining continuing communication with the Clinical Board and Medical Staff.

     The Board of Managers has appointed the Clinical Board to assist and advise the CEO and/or Administrator, the Board of Managers, 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 Managers 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 Managers, 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 Managers 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 Managers, to overrule decisions made by the Clinical Board.

ARTICLE IV

OFFICERS

     SECTION 1. CLASSES. The officers of the Company shall be a President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the Board of Managers, 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 amendments to this article by the Members,

     SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Company shall be elected annually by the Board of Managers at the first meeting of the Board of Managers held after the annual meeting of Members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Vacancies may be filled or new offices created and filled at any meeting of the Board of Managers. 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.

5

     SECTION 3. REMOVAL. Any officer or agent elected or appointed by the Board of Managers may be removed by the Board of Managers whenever in its judgment the best interest of the Company would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

     SECTION 4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Managers for the unexpired portion of the term.

     SECTION 5. PRESIDENT. The President shall have general charge of the business affairs and property of the Company and general supervision over its officers and agents. If present, he shall preside at all meetings of Members and he shall see that all orders and resolutions of the Board of Managers are carried into effect. He may sign and execute in the name of the Company deeds, mortgages, bonds, contracts, agreements or other instruments duly authorized by the Board of Managers except in cases where the signing and execution thereof shall be expressly delegated by the Board of Managers to some other officer or agent. From time to time, he shall report to the Board of Managers all matters within his knowledge which the interests of the Company may require to be brought to their attention. He shall also perform such other duties as are given to him by this LLC Agreement or as from time to time may be assigned to him by the Board of Managers.

     SECTION 6. VICE PRESIDENTS. The Vice Presidents shall perform such duties as are given to them by this LLC Agreement or as from time to time may be assigned to them by the Board of Managers, the Chairman of the Board, or the President, and, in the order of their seniority, or in any other order as the Board of Managers 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 Company, deeds, mortgages, bonds and other instruments.

     SECTION 7. SECRETARY. The Secretary shall:

     (a) Record all the proceedings of the meetings of the Members, the Board of Managers, 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 this LLC Agreement and as required by statutes;

     (c) Whenever any committee shall be appointed in pursuance of a resolution of the Board of Managers, furnish the Chairman of such committee with a copy of such resolution;

     (d) Be custodian of the records and of the seal of the Company, and cause such seal to be affixed to all instruments the execution of which on behalf of the Company 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;

6

     (f) Have charge of the ownership records of the Company and exhibit such records at all reasonable times to such persons as are entitled by statute to have access thereto;

     (g) In general, perform all duties incident to the office of the Secretary and such other duties as are given to him by this LLC Agreement or as from time to time may be assigned to him by the Board of Managers, the Chairman of the Board or the President.

     SECTION 8. ASSISTANT SECRETARIES. 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 Managers or the Chairman of the Board 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. The Assistant Secretaries shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Secretary.

     SECTION 9. TREASURER. If required by the Board of Managers, 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 Managers shall determine. He shall: (a) have charge and custody of and be responsible for all funds and securities of the Company; receive and give receipts for moneys due and payable to the Company from any source whatsoever, and deposit all such moneys in the name of the Company in such banks, trust companies, or other depositaries as shall be selected in accordance with the provisions of Article V of this LLC Agreement; (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 Managers, the Chairman of the Board or the President.

     SECTION 10. ASSISTANT TREASURERS. 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 Managers or the Chairman of the Board 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. The Assistant Treasurers shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Treasurer.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

     SECTION 1. CONTRACTS. The Board of Managers 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 Company and such authority may be general or confined to specific instances.

7

     SECTION 2. LOANS. No loans shall be contracted on behalf of the Company and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Managers. 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 Company shall be signed by such officer or officers, agent or agents, of the Company and in such manner as shall from time to time be determined by resolution of the Board of Managers.

     SECTION 4. DEPOSITS. All funds of the Company not otherwise employed shall be deposited from time to time to the credit of the Company in such banks, trust companies, or other depositaries as the Board of Managers may select.

ARTICLE VI

TRANSFER OF PERCENTAGE OWNERSHIP

     Transfers of Percentage Ownership of the Company shall be made only on the books of the Company. The person in whose name Percentage Ownership stand on the books of the Company shall be deemed the owner thereof for all purposes as regards the Company.

ARTICLE VII

FISCAL YEAR

     The fiscal year of the Company 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 Managers.

ARTICLE VIII

DISTRIBUTIONS

     Prior to the dissolution of the Company, no Member shall have the right to receive any distributions of or return of its capital contribution. All distributions and all allocations of income, gains, losses and credits shall be made in accordance with the Percentage Ownership of the Member. The Board of Managers may from time to time declare, and the Company may pay, dividends on its Percentage Ownership in the manner and upon the terms and conditions provided by law and its Articles of Organization. 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 contributions to the Company.

8

ARTICLE IX

SEAL

     The Board of Managers may provide a company seal in such form as the Board of Managers may prescribe.

ARTICLE X

WAIVER OF NOTICE

     Whenever any notice whatsoever is required to be given under the provisions of this LLC Agreement, or under the provisions of the Certificate of Formation, or under the provisions of the laws of the State, 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.

ARTICLE XI

INDEMNIFICATION OF OFFICERS AND MANAGERS

     The Company shall indemnify its officers and managers against all reasonable expenses 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 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 shall extend 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 shall also extend 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 shall not be 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 or managers.

ARTICLE XII

AMENDMENTS

     The Members may alter, amend or rescind this LLC Agreement at any annual or special meeting of Members at which a quorum is present, by the vote of a majority of the Percentage Ownership represented at such meeting, provided that the notice of such meeting shall have included notice of such proposed amendment, The Board of Managers shall have the power and authority to alter, amend or rescind the LLC Agreement of the Company at any regular or special

9

meeting at which a quorum is present by the vote of a majority of the entire Board of Managers, subject always to the power of the Members to change such action of the managers.

     Executed this 18^th day of August, 2003, but effective December 17, 2002.

HTI HOSPITAL HOLDINGS, INC., Sole Member
By:	/s/ Dora A. Blackwood
	Dora A. Blackwood
	Vice President

10

EX-3.9

EXHIBIT 3.9

Delaware

The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF FORMATION OF “CMCH HOLDINGS, LLC”, FILED IN THIS OFFICE ON THE THIRTIETH DAY OF DECEMBER, A.D. 2008, AT 6:49 O’CLOCK P.M.

/s/ Harriett Smith Windsor  

Harriet Smith Windsor, Secretary of State 

4640071 8100	AUTHENTICATION: 7055774
081241333	Date: 12-31-08

CERTIFICATE OF FORMATION

OF

CMCH HOLDINGS, LLC

     Pursuant to Section 18-201 of the Delaware Limited Liability Company Act (the “Act”), the undersigned, desiring to form a limited liability company, does hereby certify as follows:

     1. The name of the limited liability company is CMCH HOLDINGS, LLC (the “Company”).

     2. The address of its registered office in the State of Delaware is: Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

     3. The Company shall have the power and authority to carry on any business permitted by, and to have and exercise all of the powers and rights conferred by, the Act as amended from time to time or any successor provisions thereto.

     4. This Certificate of Formation shall be effective on January 1, 2009.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation on this 30^th day of December, 2008.

/s/ J. Thomas Anderson  

J. Thomas Anderson, Authorized Person 

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
DELIVERED 06:49 PM 12/30/2008
FILED 06:49 PM 12/30/2008
SRV 081241333- 4640071 FILE

EX-3.10

EXHIBIT 3.10

LIMITED LIABILITY COMPANY AGREEMENT
OF
CMCH HOLDINGS, LLC

     The undersigned hereby executes this Limited Liability Company Agreement (“LLC Agreement”) as the sole member (“Member”) of CMCH Holdings, LLC (the “Company”), a Delaware limited liability company formed on January 1, 2009, pursuant to the provisions of the Delaware Limited Liability Company Act (“Act”).

     The Company may engage in any lawful business permitted by the Act, including without limitation, acquiring, constructing, developing, owning, operating, selling, leasing, financing, and otherwise dealing with real property and healthcare businesses. The term of the Company shall be perpetual.

ARTICLE I

OFFICES

     The principal office of the Company shall be designated from time to time by the Board of Managers. The Company may have offices in addition to its principal place of business as the business of the Company may require from time to time.

     The registered office of the Company 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 Managers.

ARTICLE II

MEMBERS

     SECTION 1. MEETINGS. The annual meeting of Members shall be designated by the Board of Managers, for the purpose of electing managers and for the transaction of such other business as may come before the meeting. If the election of managers 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 Members to be held as soon thereafter as may be convenient. Special meetings of the Members may be called by the Chairman of the Board, the President, by a majority of the members of the Board of Managers or by the holders of not less than one-fifth of the percentage ownership of the Company.

     SECTION 2. PLACE OF MEETING. The annual meeting, or any special meeting of the Members, shall be held in Nashville, Tennessee, unless otherwise designated by them. A waiver of notice, signed by all Members, may designate any place, either within or without the State, as the place for the holding of such meeting. If a special meeting be otherwise called, the place of meeting shall be the office of the Company in the State of Tennessee, except as otherwise provided in Section 5 of this Article.

     SECTION 3. NOTICE OF MEETINGS. When written or printed notice is required to be given to the Members, such notice shall be given 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 one hour nor more than forty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, the President, the Secretary, or the officer or persons calling the meeting, to each Member 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 in a sealed envelope addressed to the Member at his address as it appears on the records of the Company, with postage thereon prepaid. Notice of a meeting, either annual or special, called for the purpose of electing managers shall be delivered not less than two hours before the meeting.

     SECTION 4. MEETING OF ALL MEMBERS. If all of the Members shall meet at any time and place, either within or without the State, 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 percentage ownership of the Company, represented in person or by proxy, shall constitute a quorum at any meeting of Members; provided, that if less than a majority of the percentage ownership are represented at said meeting, a majority of the percentage ownership so represented may adjourn the meeting from time to time without further notice.

     SECTION 6. PROXIES. At all meetings of Members, a Member may vote by proxy executed in writing by the Member or by its duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Company 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 PERCENTAGE OWNERSHIP. Each percentage of the percentage ownership shall be entitled to one vote upon each matter submitted to a vote at a meeting of Members. Percentage ownership standing in the name of another company, domestic or foreign, may be voted by such officer, agent or proxy as the governing documents of such company may prescribe, or, in the absence of such provision, as such company’s management may determine. In all elections of managers, every Member shall have the right to vote, in person or by proxy, one vote for each percentage of the percentage ownership owned by it, for as many persons as there are managers to be elected. All voting shall be on a non-cumulative basis, unless otherwise stated in the Articles of Organization or except as required by applicable state law.

     SECTION 8. INFORMAL ACTION BY MEMBERS. Any action required to be taken at a meeting of the Members 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 Members 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 Members entitled to vote thereon were present and voted with respect to the subject matter thereof.

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ARTICLE III

MANAGERS

     SECTION 1. GENERAL POWERS. The business and affairs of the Company shall be managed by its Board of Managers.

     SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of managers of the Company shall be not less than one (1) nor more than ten (10), but may be increased by amendment of this LLC Agreement by the Members. Each manager 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. Managers need not be residents of the state of formation nor need they be the holder of any percentage ownership of the Company.

     SECTION 2.1 COMMITTEES OF THE BOARD. The Board of Managers may from time to time appoint such standing or special committees as it may deem for the best interest of the Company, but no such committee shall have any powers, except such as are expressly conferred upon it by the Board of Managers.

     SECTION 3. MEETINGS. A regular meeting of the Board of Managers shall be held without other notice than this LLC Agreement, immediately after, and at the same place, as the annual meeting of Members. Additional regular meetings of the Board of Managers may be held at any time and place designated by them. Special Meetings of the Board of Managers may be called by or at the request of the Chairman of the Board or a majority of the managers. Special meetings shall be held, unless otherwise designated by the Board of Managers, in Nashville, Tennessee. Meetings may be held by the managers participating in same by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation constitutes presence in person for all those participating. Whenever the Act authorizes or permits managers 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 managers at a meeting.

     SECTION 4. NOTICE. Notice of any special meeting shall be given at least two (2) hours prior thereto by written notice delivered personally or mailed to each manager at his business address, or by facsimile. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by facsimile, such notice shall be deemed to be delivered when the facsimile is transmitted. Any manager may waive notice of any meeting. The attendance of a manager at any meeting shall constitute a waiver of notice of such meeting, except where a manager 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 Managers need be specified in the notice or waiver of notice of such meeting.

     SECTION 5. QUORUM. A majority of the Board of Managers shall constitute a quorum for the transaction of business at any meeting of the Board of Managers, provided, that if

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less than a majority of the managers are present at said meeting, a majority of the managers present may adjourn the meeting from time to time without further notice.

     SECTION 6. MANNER OF ACTING. The act of the majority of the managers present at a meeting at which a quorum is present shall be the act of the Board of Managers. Any action required to be taken at a meeting of the Managers 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 Managers 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 Managers entitled to vote thereon were present and voted with respect to the subject matter thereof.

     SECTION 7. VACANCIES. Any vacancy occurring in the Board of Managers or in a position on the Board to be filled by reason of an increase in the number of managers, may be filled by election at an annual meeting or at a special meeting of Members called for that purpose. A manager elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

     SECTION 8. RESIGNATION OF MANAGERS. Any manager may resign at any time by giving written notice of such resignation to the Board of Managers, the Chairman of the Board 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 Managers or one of the above named officers; and, unless specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     SECTION 9. REMOVAL OF MANAGERS. At any special meeting of the Members, duly called as provided in this LLC Agreement, any manager or managers may, by the affirmative vote of the holders of a majority of all the percentage ownership entitled to vote for the election of managers, 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 10. COMPENSATION. Managers, as such, shall not receive any stated salaries for their services, but by resolution of the Board of Managers, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Managers; provided that nothing herein contained shall be construed to preclude any manager from serving the Company in any other capacity and receiving compensation therefor.

     SECTION 11. DELEGATION OF DUTIES TO CLINICAL BOARDS. The Board of Managers of the Company (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 Company 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 Managers 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.

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     The Board of Managers has delegated to the Chief Executive Officer of the Company, in accordance with this Operating Agreement, the authority to appoint the Clinical Board. The Board of Managers has delegated to its officers, in accordance with this Operating Agreement, 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 Managers, while maintaining continuing communication with the Clinical Board and Medical Staff.

     The Board of Managers has appointed the Clinical Board to assist and advise the CEO and/or Administrator, the Board of Managers, 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 Managers 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 policies regarding such matters.

     The Board of Managers, 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 Managers 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 Managers, to overrule decisions made by the Clinical Board.

ARTICLE IV

OFFICERS

     SECTION 1. CLASSES. The officers of the Company shall be a President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the Board of Managers, 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 the Board of Managers.

     SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Company shall be elected annually by the Board of Managers at the first meeting of the Board of Managers held after the annual meeting of Members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Vacancies may be filled or new offices created and filled at any meeting of the Board of Managers. 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.

     SECTION 3. REMOVAL. Any officer or agent elected or appointed by the Board of Managers may be removed by the Board of Managers whenever in its judgment the best interest

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of the Company would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

     SECTION 4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Managers for the unexpired portion of the term.

     SECTION 5. PRESIDENT. The President shall have general charge of the business affairs and property of the Company and general supervision over its officers and agents, If present, he shall preside at all meetings of Members and he shall see that all orders and resolutions of the Board of Managers are carried into effect. He may sign and execute in the name of the Company deeds, mortgages, bonds, contracts, agreements or other instruments duly authorized by the Board of Managers except in cases where the signing and execution thereof shall be expressly delegated by the Board of Managers to some other officer or agent. From time to time, he shall report to the Board of Managers all matters within his knowledge which the interests of the Company may require to be brought to their attention. He shall also perform such other duties as are given to him by this LLC Agreement or as from time to time may be assigned to him by the Board of Managers.

     SECTION 6. VICE PRESIDENTS. The Vice Presidents shall perform such duties as are given to them by this LLC Agreement or as from time to time may be assigned to them by the Board of Managers, the Chairman of the Board, or the President, and, in the order of their seniority, or in any other order as the Board of Managers 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 Company, deeds, mortgages, bonds and other instruments.

     SECTION 7. SECRETARY. The Secretary shall:

     (a) Record all the proceedings of the meetings of the Members, the Board of Managers, 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 this LLC Agreement and as required by statutes;

     (c) Whenever any committee shall be appointed in pursuance of a resolution of the Board of Managers, furnish the Chairman of such committee with a copy of such resolution;

     (d) Be custodian of the records and of the seal of the Company, and cause such seal to be affixed to all instruments the execution of which on behalf of the Company 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;

6

     (f) Have charge of the ownership records of the Company and exhibit such records at all reasonable times to such persons as are entitled by statute to have access thereto;

     (g) In general, perform all duties incident to the office of the Secretary and such other duties as are given to him by this LLC Agreement or as from time to time may he assigned to him by the Board of Managers, the Chairman of the Board or the President.

     SECTION 8. ASSISTANT SECRETARIES. 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 Managers or the Chairman of the Board 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. The Assistant Secretaries shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Secretary.

     SECTION 9. TREASURER. If required by the Board of Managers, 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 Managers shall determine. He shall: (a) have charge and custody of and be responsible for all funds and securities of the Company; receive and give receipts for moneys due and payable to the Company from any source whatsoever, and deposit all such moneys in the name of the Company in such banks, trust companies, or other depositaries as shall be selected in accordance with the provisions of Article V of this LLC Agreement; (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 Managers, the Chairman of the Board or the President.

     SECTION 10. ASSISTANT TREASURERS. 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 Managers or the Chairman of the Board 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. The Assistant Treasurers shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Treasurer.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

     SECTION 1. CONTRACTS. The Board of Managers 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 Company and such authority may be general or confined to specific instances.

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     SECTION 2. LOANS. No loans shall be contracted on behalf of the Company and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Managers. 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 Company shall be signed by such officer or officers, agent or agents, of the Company and in such manner as shall from time to time be determined by resolution of the Board of Managers.

     SECTION 4. DEPOSITS. All funds of the Company not otherwise employed shall be deposited from time to time to the credit of the Company in such banks, trust companies, or other depositaries as the Board of Managers may select.

ARTICLE VI

TRANSFER OF PERCENTAGE OWNERSHIP

     Transfers of percentage ownership of the Company shall be made only on the books of the Company. The person in whose name percentage ownership stands on the books of the Company shall be deemed the owner thereof for all purposes as regards the Company.

ARTICLE VII

FISCAL YEAR

     The fiscal year of the Company 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 Managers.

ARTICLE VIII

DISTRIBUTIONS

     Prior to the dissolution of the Company, no Member shall have the right to receive any distributions of or return of its capital contribution. All distributions and all allocations of income, gains, losses and credits shall be made in accordance with the percentage ownership of the Members. The Board of Managers may from time to time declare, and the Company may pay, dividends on its percentage ownership in the manner and upon the terms and conditions provided by law and its Articles of Organization. The Members shall not be required to make any additional contributions of capital to the Company, although the Members may from time to time agree to make additional contributions to the Company.

ARTICLE IX

SEAL

     The Board of Managers may provide a company seal in such form as the Board of Managers may prescribe.

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ARTICLE X

WAIVER OF NOTICE

     Whenever any notice whatsoever is required to be given under the provisions of this LLC Agreement, or under the provisions of the Certificate of Formation, or under the provisions of the Act, 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.

ARTICLE XI

INDEMNIFICATION OF OFFICERS AND MANAGERS

     The Company shall indemnify its officers and managers against all reasonable expenses 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 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 shall extend 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 shall also extend 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 shall not be 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 or managers.

ARTICLE XII

AMENDMENTS

     The Members may alter, amend or rescind this LLC Agreement at any annual or special meeting of Members at which a quorum is present, by the vote of a majority of the percentage ownership represented at such meeting, provided that the notice of such meeting shall have included notice of such proposed amendment. The Board of Managers shall have the power and authority to alter, amend or rescind the LLC Agreement of the Company at any regular or special meeting at which a quorum is present by the vote of a majority of the entire Board of Managers, subject always to the power of the Members to change such action of the managers.

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     Effective January 1, 2009.

CAPELLA HEALTHCARE, INC
Sole Member
By:	/s/ Howard T. Wall, III
Name:	Howard T. Wall, III
Title:	Vice President & Secretary

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EX-3.11

EXHIBIT 3.11

Secretary of State	DATE: 04/29/96
Corporations Section	REQUEST NUMBER: 3166-0478
James K. Polk Building, Suite 1800	TELEPHONE CONTRACT: (615) 741-0537
Nashville, TN 37243-0306	FILE DATE/TIME: 04/26/96 1000
	EFFECTIVE DATE/TIME: 04/26/96 1000
	CONTROL NUMBER: 0311135

TO:
CSC NETWORKS
% IAN G. GIBSON
100 PEACHTREE/S-660
ATLANTA, GA 30303

     RE: COLUMBIA MEDICAL GROUP — SOUTH PITTSBURG, INC.
CHARTER — FOR PROFIT

     CONGRATULATIONS UPON THE INCORPORATION OF THE ABOVE ENTITY IN THE STATE OF TENNESSEE, WHICH IS EFFECTIVE AS INDICATED.

     A CORPORATION ANNUAL REPORT MUST BE FILED WITH THE SECRETARY OF STATE ON OR BEFORE THE FIRST DAY OF THE FOURTH MONTH FOLLOWING THE CLOSE OF THE CORPORATION’S FISCAL YEAR. ONCE THE FISCAL YEAR HAS BEEN ESTABLISHED, PLEASE PROVIDE THIS OFFICE WITH THE WRITTEN NOTIFICATION. THIS OFFICE WILL MAIL THE REPORT DURING THE LAST MONTH OF SAID FISCAL YEAR TO THE CORPORATION AT THE ADDRESS OF ITS PRINCIPAL OFFICE OR TO A MAILING ADDRESS PROVIDED TO THIS OFFICE IN WRITING. FAILURE TO FILE THIS REPORT OR TO MAINTAIN A REGISTERED AGENT AND OFFICE WILL SUBJECT THE CORPORATION TO ADMINISTRATIVE DISSOLUTION.

     WHEN CORRESPONDING WITH THIS OFFICE OR SUBMITTING DOCUMENTS FOR FILING, PLEASE REFER TO THE CORPORATION CONTROL NUMBER GIVEN ABOVE. PLEASE BE ADVISED THAT THIS DOCUMENT MUST ALSO BE FILED IN THE OFFICE OF THE REGISTER OF DEEDS IN THE COUNTY WHEREIN A CORPORATION HAS ITS PRINCIPAL OFFICE IF SUCH PRINCIPAL OFFICE IS IN TENNESSEE.

FOR: CHARTER — FOR PROFIT ON DATE: 04/26/96

FROM:
PRENTICE HALL LEGAL & FIN (ATLANTA, GA)
SUITE 660
100 PEACHTREE ST.
ATLANTA, GA 30303-0000

[SEAL]

ON DATE: 04/26/96               

FEES

RECEIVED:	$50.00      $50.00
TOTAL PAYMENT RECEIVED:	$100.00
RECEIPT NUMBER:	00001958189
ACCOUNT NUMBER:	00022883

/s/ Riley C. Darnell  

Riley C. Darnell, Secretary of State 

CHARTER

OF

COLUMBIA MEDICAL GROUP — SOUTH PITTSBURG, INC.

     The undersigned person, under the Tennessee Business Corporation Act, adopts the following Charter for the above listed corporation:

     1. The name of the corporation is Columbia Medical Group — South Pittsburg, Inc.

     2. The number of shares of stock the corporation is authorized to issue is one thousand (1,000) shares of common stock, par value of $1.00 per share.

     3. (a) The complete address of the corporation’s initial registered office in Tennessee is 500 Tallan Building, Two Union Square, Chattanooga, Tennessee 37402.

     (b) The name of the initial registered agent, to be located at the address listed in 3(a), is The Prentice-Hall Corporation System.

     4. The name and complete address of each incorporator is:

          Ashley Parish One Park Plaza Nashville, TN 37203

     5. The complete address of the corporation’s initial principal office is: One Park Plaza, Nashville, Tennessee 37203.

     6. The corporation is for profit.

     7. The persons serving on the initial Board of Directors for the corporation are:

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

Dated April 24, 1996	/s/ Ashley B. Parish
	Ashley B. Parish, Secretary of State
	STATE OF TENNESSEE
	FILED 10:00 AM 04/26/1996
	Book 10042 Pg 155
	Felix Z. Wilson II Register
	Davidson County
	Identif. Reference: 0179285
	May 7, 1996 — 9:15 AM
	5/07 0101 03 check 5.00
	Mail Env.
	3486 0478

EX-3.12

EXHIBIT 3.12

Adopted December 17, 2002

BY-LAWS
OF
COLUMBIA MEDICAL GROUP — SOUTH PITTSBURG, 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

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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 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.

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     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 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.

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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.

     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 he 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

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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 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.

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     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.

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.

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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.

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-3.13

EXHIBIT 3.13

State of Delaware

Office of the Secretary of State

___________________________

     I. EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF “COLUMBIA OLYMPIA MANAGEMENT, INC.”, FILED IN THIS OFFICE ON THE THIRTIETH DAY OF APRIL, A.D. 1997, AT 9 O’CLOCK A.M.

     A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEWCASTLE COUNTY RECORDER OF DEEDS FOR RECORDING.

/s/ Edward J. Freel, Secretary of State  

Edward J. Freel, Secretary of State 

2746287 8100	AUTHENTICATION: 8446466
971141645	Date: 05-01-97

CERTIFICATE OF INCORPORATION

OF

COLUMBIA OLYMPIA MANAGEMENT, INC.

     The undersigned, a natural person, for the purpose of organizing a corporation for conducting the business and promoting the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and acts amendatory hereof and supplemental thereto, and known, identified, and referred to as the “General Corporation Law of the State of Delaware”), hereby certifies that:

     FIRST: The name of the corporation (hereinafter called the “corporation”) is Columbia Olympia Management, Inc.

     SECOND: The address, including street, number, city, and county, of the registered office of the corporation in the State of Delaware is 1013 Centre Road, City of Wilmington 19805, County of New Castle; the name of the registered agent of the corporation in the State of Delaware at such address is The Prentice-Hall Corporation System, Inc.

     THIRD: The nature of the business and the purposes to be conducted and promoted by the corporation, which shall be to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware, and by such statement all lawful acts and activities shall be within the purposes of the corporation, except for express limitations, if any.

     FOURTH: The total number of shares of stock which the corporation shall have authority to issue is 1,000. The par value of each of such shares is $.01 dollar. All such shares are of one class and are shares of Common Stock.

     FIFTH: The name and the mailing address of the incorporator are as follows:

NAME	MAILING ADDRESS
Helene Dean	One Park Plaza Nashville, TN 37203

     SIXTH: The corporation is to have perpetual existence.

     SEVENTH: Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under SS 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under SS 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agreed to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to the said application has been on made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

     EIGHTH: For the management of the business and for the conduct of the affairs of the corporation, and in further definition, limitation, and regulation of the powers of the corporation and of its directors and of its stockholders or any class thereof, as the case may be, it is further provided:

     1. The management of the business and the conduct of the affairs of the corporation shall be vested in its Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in, the Bylaws. The phrase “whole Board” and the phrase “total number of directors” shall be deemed to have the same meaning, to wit, the total number of directors which the corporation would have if there were no vacancies. No election of directors need be by written ballot.

     2. After the original or other Bylaws of the corporation have been adopted, amended, or repealed, as the case may be, in accordance with the provisions of SS 109 of the General Corporation Law of the State of Delaware, and, after the corporation has received any payment for any of its stock, the power to adopt, amend, or repeal the Bylaws of the corporation may be, exercised by the Board of Directors of the corporation; provided, however, that any provision for the classification of directors of the corporation for staggered terms pursuant to the provisions of subsection (d) of SS 141 of the General Corporation Law of the State of Delaware shall be set forth in an initial Bylaw or in a Bylaw adopted by the stockholders entitled to vote of the corporations unless provisions for such classification shall be set forth in this certificate of incorporation.

     3. Whenever the corporation shall be authorized to issue only one class of stock, each outstanding share shall entitle the holder thereof to notice of; and the right to vote at, any meeting of stockholders. Whenever the corporation shall be authorized to issue more than one class of stock, no outstanding share of any class of stock which is denied voting power under the provisions of the certificate of incorporation shall entitled the holder thereof to the, right to vote at any meeting of stockholders except as the, provisions of paragraph (2) of subsection (b) of SS 242 of the General Corporation Law of the State of Delaware shall otherwise require; provided, that no share of any such class which is otherwise denied voting power shall entitle the holder thereof to vote upon the increase or decrease in the number of authorized shares of class.

     NINTH: The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by the provisions of paragraph (7) of subsection (b) of SS 102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented.

     TENTH: The corporation shall, to the fullest extent permitted by the provisions of SS 145 of the General Corporation Law of the State of Delaware, 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 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 Bylaw, agreement, vote of stockholders 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.

     ELEVENTH: From time to time any of the provisions of this certificate of incorporation may be amended, altered, or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may or inserted in the manner and at the time provisions authorized by said laws, and all rights at any time conferred upon the stockholders of the corporation by this certificate of incorporation are granted subject to the provisions of this Article ELEVENTH.

     The effective time of the certificate of incorporation of the corporation, and the time when the existence of the corporation shall commence, shall be April 30, 1997.

Signed on April 30, 1997.

/s/ Helene Dean  

Helene Dean, Incorporator 

EX-3.14

EXHIBIT 3.14

Adopted December 17, 2002

BY-LAWS
OF
COLUMBIA OLYMPIA MANAGEMENT, 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

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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 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.

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     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 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.

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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.

     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

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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 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.

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     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.

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.

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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.

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-3.15

EXHIBIT 3.15

STATE OF ALABAMA

     I, Jim Bennett, Secretary of State of the State of Alabama, having custody of the Great and Principal Seal of said State, do hereby certify that the domestic corporation records on file in this office discloses that Woodland Medical Clinic, Inc. incorporated in Cullman County, Montgomery, Alabama on February 17, 1995. I further certify that the records do not disclose that said Woodland Medical Clinic, Inc. has been dissolved.

     In Testimony Whereof, I have hereunto set my hand and affixed the Great Seal of the State, at the Capitol, in the City of Montgomery, on this day.

Date: 02/22/95

[SEAL]

/s/ Jim Bennett  

Jim Bennett, Secretary of State 

ARTICLES OF INCORPORATION

OF

WOODLAND MEDICAL CLINIC, INC.

     The undersigned natural person of the age of eighteen years or more, acting as incorporator of a corporation under the Alabama Business Corporation Act, does hereby adopt the following Articles of Incorporation for such corporation:

     ARTICLE ONE: The name of the Corporation is Woodland Medical Clinic, Inc.

     ARTICLE TWO: The period of its duration is perpetual.

     ARTICLE THREE: The purpose for which the Corporation is organized is to engage in the transaction of any or all lawful business for which corporations may be incorporated under the Alabama Business Corporation Act (the “Alabama Act”).

     ARTICLE FOUR: The aggregate number of shares which the Corporation shall have authority to issue is One Thousand (1,000) shares of $.01 par value per share common stock.

     ARTICLE FIVE: The Corporation will not commence business until it has received for the issuance of its shares consideration of the value of at least One Thousand Dollars ($1,000), consisting of money, labor done or property actually received.

     ARTICLE SIX: The street address of its initial registered office is P.O. Box 5018, 25 Washington Avenue, Suite 201, Montgomery, Alabama 16103 and the name of its initial registered agent at such address is CSC-Lawyers Incorporating Service Incorporated.

     ARTICLE SEVEN: The number of directors of the Corporation may be fixed by the Bylaws.

     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 the first annual meeting of the shareholders or until a successor is elected and qualified are:

Tyree G. Wilburn	Deborah G. Moffett
155 Franklin Road, Suite 400	3707 FM 1960 West, Suite 500
Brentwood, TN 37027	Houston, TX 77068

T. Mark Buford
3707 FM 1960 West, Suite 500
Houston, TX 77068

ARTICLE EIGHT: The name and address of the incorporator is:

Robin J. Payton
414 Union Street, Suite 1600
Nashville, Tennessee 37219

     ARTICLE NINE: To the greatest extent permitted by Alabama law, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or

omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 10-2A-75 of the Alabama Act or (iv) for any transaction from which the director derives an improper personal benefit. If the Alabama Act is amended hereafter 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 Alabama Act, as so amended.

     Any repeal or modification of the foregoing paragraph 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.

     ARTICLE TEN: A. Rights to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, or is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director or officer 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 Alabama Act 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, without limitation, attorneys’ fees, judgments, fines, excise taxes or penalties and amounts paid or to be paid in settlement) incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue with respect to an indemnitee who has ceased to be a director or officer and shall inure to the benefit of the indemnitee’s heirs, executors and administrators; provided, however, that except as provided in paragraph (B) hereof with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding initiated by such indemnitee only if such proceeding was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Article shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the Alabama Act requires, an advancement of expenses incurred by an indemnitee 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 Article or otherwise.

     B. Right of Indemnitee to Bring Suit. If a claim under paragraph (A) of this Article is not paid in full by the Corporation within sixty days after a written claim has been received by the Corporation (except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty days), the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, the indemnitee shall also be entitled to be paid the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met the applicable standard of conduct set forth in the Alabama Act. 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 suit that indemnification of the indemnitee has met the applicable standard of conduct set forth in the Alabama Act, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or its stockholders) that the indemnitee has not met such applicable standard of conduct, or in the case of such a suit brought by the indemnitee, shall be a defense to such suit. In any suit brought, by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled under this Article or otherwise to be indemnified, or to such advancement of expenses, shall be on the Corporation.

     C. Non-Exclusivity of Rights. The rights to indemnification and to the advancement of expenses conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under these Articles of Incorporation or any Bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

     D. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any indemnitee against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Alabama Act.

     E. Indemnity of Employees and Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article or as otherwise permitted under the Alabama Act with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.

     ARTICLE ELEVEN: The Bylaws of the Corporation may be altered, amended or repealed or new Bylaws may be adopted by the board of directors.

     IN WITNESS WHEREOF, I have hereunto set my hand, this 15th day of February, 1994.

/s/ Robin J. Payton  

Robin J. Payton, Incorporator 

414 Union Street
Suite 1600
Nashville, Tennessee 37219 

STATE OF ALA. — CULLMAN CO.

FILED 10:56 AM 02/17/1995

/s/ Tom Burlison

Book 23, Page 581

STATE OF ALABAMA

FOR-PROFIT CORPORATION

ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION

     THIS FORM MAY BE USED To:

• CHANGE THE CORPORATE TITLE

• CHANGE THE PERIOD OF DURATION

• CHANGE, ENLARGE OR DIMINISH CORPORATE PURPOSES

• INCREASE OR DECREASE AUTHORIZED CAPITAL STOCK

• EXCHANGE, CLASSIFY, RECLASSIFY OR CANCEL SHARES OF STOCK

INSTRUCTIONS

     STEP 1: IF CHANGING THE CORPORATION’S NAME, CONTACT THE OFFICE OF THE SECRETARY OF STATE AT (334) 242-5324 TO RESERVE A CORPORATE NAME.

     STEP 2: FILE THE ORIGINAL AND ONE COPY IN THE COUNTY WHERE THE ORIGINAL ARTICLES OF INCORPORATION ARE FILED (IF THE AMENDMENT CHANGES THE NAME, THE CERTIFICATE OF NAME RESERVATION MUST BE ATTACHED). IF CHANGING THE NAME, THE SECRETARY OF STATE’S FILING FEE IS $20.

     PURSUANT TO THE PROVISIONS OF THE ALABAMA BUSINESS CORPORATION ACT, THE UNDERSIGNED HEREBY ADOPTS THE FOLLOWING ARTICLES OF AMENDMENT.

     Article I: The name of the corporation. Woodland Medical Clinic, Inc.

     Article II: The following amendment was adopted in the manner provided for by the Alabama Business Corporation Act. The name of the Corporation is hereby changed to Cullman County Medical Clinic, Inc.

     Article III: The amendment was adopted by the shareholders or directors in the manner prescribed by law on March 2, 1995.

     Article IV: The number of shares outstanding at the time of the adoption was 0; the number of shares entitled to vote thereon was 0. (If the shares of any class are entitled to vote thereon as a class, the designation and number of outstanding shares entitled to vote thereon of each such class.)

     Article V The number of shares voted for the amendment was 0 and the number of shares voted against such amendment was 0. (If no shares have been issued write a statement to that effect.) The corporation has not yet issued share

Date: March 3, 1995	/s/ Sara Martin-Michels
	Sara Martin-Michels, Assistant Secretary

STATE ALA. — CULLMAN CO.

FILED 11:09 03/07/1995

/s/ Tom Burlison

Book 23, Page 642

Mar 02 ’95 14:13          205 240 3138     Page .03

EX-3.16

EXHIBIT 3.16

Adopted March 1, 2008

AMENDED AND RESTATED
BY-LAWS
OF
CULLMAN COUNTY MEDICAL CLINIC, INC.

ARTICLE I

OFFICES

     The principal office of Cullman County Medical Clinic (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.

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     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 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.

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     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 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.

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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.

     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

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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 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.

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     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.

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.

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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.

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-3.17

EXHIBIT 3.17

STATE OF ALABAMA

     I, Jim Bennett, Secretary of State of the. State of Alabama, having custody of the Great and Principal Seal of said State, do hereby certify that pursuant to the provisions of Section 10-2B-4.02, Code of Alabama 1975, and upon an examination of the corporation records on file in this office, the following corporate name is reserved as available:

Cullman Hospital Corporation

     This domestic corporation name is proposed to be incorporated in Cullman County and is for the exclusive use of Kathy Slayman, 3761 Venture Drive Ste 260, Duluth, GA 30136 for a period of one hundred twenty days beginning November 9, 1995 and expiring March 9, 1996.

In Testimony Whereof, I have hereunto set my hand and affixed the Great Seal of the State, at the Capitol, in the City of Montgomery, on this day.

Date: November 9, 1995

[SEAL]

/s/ Jim Bennett  

Jim Bennett, Secretary of State 

CORP 0193 PAGE 0809

ARTICLES OF INCORPORATION

OF

CULLMAN HOSPITAL CORPORATION

     The undersigned natural person of the age of eighteen years or more, acting as incorporator of a corporation under the Alabama Business Corporation Act, does hereby adopt the following Articles of Incorporation for such corporation:

ARTICLE ONE

     The name of the Corporation is Cullman Hospital Corporation.

ARTICLE TWO

     The period of its duration is perpetual.

ARTICLE THREE

     The purpose for which the Corporation is organized is to engage in the transaction of any or all lawful business for which corporations may be incorporated under the Alabama Business Corporation Act (the “Alabama Act”).

ARTICLE FOUR

     The aggregate number of shares which the Corporation shall have authority to issue is Two Million Five Hundred Thousand (2,500,000) shares of $.01 par value per share common stock.

ARTICLE FIVE

     The Corporation will not commence business until it has received for the issuance of its shares consideration of the value of at least One Thousand Dollars ($1,000), consisting of money, labor done or property actually received.

ARTICLE SIX

     The street address of its initial registered office is 57 Adams Avenue, Montgomery, Alabama 36104, and the name of its initial registered agent at such address is CSC-Lawyers Incorporating Service Incorporated.

ARTICLE SEVEN

     The number of directors of the Corporation may be fixed by the Bylaws.

     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 the first annual meeting of the shareholders or until a successor is elected and qualified are:

Tyree G. Wilburn	Deborah G. Moffett
155 Franklin Road, Suite 400	3707 FM 1960 West, Suite 500
Brentwood, TN 37027	Houston, TX 77068

T. Mark Buford
3707 FM 1960 West, Suite 500
Houston, TX 77068

ARTICLE EIGHT

     The name and address of the incorporator is:

Robin J. Payton
414 Union Street, Suite 1600
Nashville, Tennessee 37219

ARTICLE NINE

     To the greatest extent permitted by Alabama law, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 10-2A-75 of the Alabama Act or (iv) for any transaction from which the director derives an improper personal benefit. If the Alabama Act is amended hereafter 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 Alabama Act, as so amended.

     Any repeal or modification of the foregoing paragraph 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.

ARTICLE TEN

     A. Rights to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, or is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director or officer 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 Alabama Act 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, without limitation, attorneys’ fees, judgments, fines, excise taxes or penalties and amounts paid or to be paid in settlement) incurred or

suffered by such indemnitee in connection therewith and such indemnification shall continue with respect to an indemnitee who has ceased to be a director or officer and shall inure to the benefit of the indemnitee’s heirs, executors and administrators; provided, however, that except as provided in paragraph (B) hereof with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding initiated by such indemnitee only if such proceeding was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Article shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the Alabama Act requires, an advancement of expenses incurred by an indemnitee 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 Article or otherwise.

     B. Right of Indemnitee to Bring Suit. If a claim under paragraph (A) of this Article is not paid in full by the Corporation within sixty days after a written claim has been received by the Corporation (except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty days), the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, the indemnitee shall also be entitled to be paid the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met the applicable standard of conduct set forth in the Alabama Act. 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 suit that indemnification of the indemnitee has met the applicable standard of conduct set forth in the Alabama Act, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or its stockholders) that the indemnitee has not met such applicable standard of conduct, or in the case of such a suit brought by the indemnitee, shall be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled under this Article or otherwise to be indemnified, or to such advancement of expenses, shall be on the Corporation.

     C. Non-Exclusivity of Rights. The rights to indemnification and to the advancement of expenses conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under these Articles of Incorporation or any Bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

     D. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any indemnitee against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Alabama Act.

     E. Indemnity of Employees and Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article or as otherwise permitted under the Alabama Act with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.

ARTICLE ELEVEN

     The Bylaws of the Corporation may be altered, amended or repealed or new Bylaws may be adopted by the board of directors.

     IN WITNESS WHEREOF, I have hereunto set my hand, this 10th day of November, 1995.

/s/ Robin J. Payton  

Robin J. Payton, Incorporator 

414 Union Street
Suite 1600
Nashville, Tennessee 37219 

INDEX	5.00
REC FEE	35.00
CASH	40.00
ITEM 2
11-13-95-MON #0	1 CLERK 5797 14:33 TN

5 00
35 00
40.00

STATE OF ALA.
MONTGOMERY CO.
I CERTIFY THIS INSTRUMENT
WAS FILED ON

1995 NOV 13 PM 1:38

/s/ Waller ________, Jr.
JUDGE OF PROBATE

0317519.01
020304-008 11/10/95

STATE OF ALABAMA

     I, Jim Bennett, Secretary of State of the. State of Alabama, having custody of the Great and Principal Seal of said State, do hereby certify that pursuant to the provisions of Section 10-2B-4.02, Code of Alabama 1975, and upon an examination of the corporation records on file in this office, the following corporate name is reserved as available:

Cullman Hospital Corporation

     This domestic corporation name is proposed to be incorporated in Cullman County and is for the exclusive use of Kathy Slayman, 3761 Venture Drive Ste 260, Duluth, GA 30136 for a period of one hundred twenty days beginning November 9, 1995 and expiring March 9, 1996.

In Testimony Whereof, I have hereunto set my hand and affixed the Great Seal of the State, at the Capitol, in the City of Montgomery, on this day.

Date: November 9, 1995

[SEAL]

/s/ Jim Bennett  

Jim Bennett, Secretary of State 

EX-3.18

EXHIBIT 3.18

Adopted: March 1, 2008

AMENDED AND RESTATED
BY-LAWS
OF
CULLMAN HOSPITAL CORPORATION

ARTICLE I

OFFICES

     The principal office of Cullman Hospital Corporation (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.

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     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 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.

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     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 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.

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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.

     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

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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 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.

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     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.

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.

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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.

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-3.19

EXHIBIT 3.19

Delaware

The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF “CULLMAN SURGERY VENTURE CORP.”, FILED IN THIS OFFICE ON THE THIRD DAY OF MAY, A.D. 2002, AT 9 O’CLOCK A.M.

     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

/s/ Harriett Smith Windsor Harriet Smith Windsor, Secretary of State

3521594 8100	AUTHENTICATION: 1758932
020284249	Date: 05-03-02

ARTICLES OF INCORPORATION
OF
CULLMAN SURGERY VENTURE CORP.

     The undersigned natural person of the age of eighteen years or more, acting as incorporator of a corporation under the Delaware General Corporation Law (the “Delaware Code”), as amended, hereby adopts the following Articles of Incorporation for such corporation:

     ARTICLE I: The name of the Corporation is Cullman Surgery Venture Corp.

     ARTICLE II: The period of its duration is perpetual.

     ARTICLE III: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware Code.

     ARTICLE IV: The total number of shares of all classes of stock that the Corporation shall have the authority to issue is one thousand (1,000) shares of 3.01 per share par value Common Stock.

     ARTICLE V: The address of the principal office of the Corporation’s registered office in this State, and the name of its registered agent at such address is:

the Corporation Service Company
2711 Centerville Rd., Suite 400
County of New Castle
Wilmington, DE 19808

     ARTICLE VI: Election of the Directors need not be written ballot unless the Bylaws of the corporation shall so provide.

     ARTICLE VII: The name and mailing address of the incorporator is:

Virginia D. Lancaster
Community Health Systems, Inc.
155 Franklin Road, Suite 400
Brentwood, Tennessee 37027

     ARTICLE VIII: To the fullest extent permitted by Delaware law, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware Code or (iv) for any transaction from which the director derived any improper personal benefit. If the Delaware Code is amended hereafter 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 Delaware Code, as so amended.

     Any repeal or modification of the foregoing paragraph 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.

     ARTICLE IX: A. Rights to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative

(hereinafter, a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is a legal representative, or is or was a director or officer of the Corporation or is only serving at the request of the Corporation as a director or officer 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 or 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 Code 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, without limitation, attorneys’ fees, judgments, fines, excise taxes or penalties and amounts paid or to be paid in settlement) incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue with respect to an indemnitee who has ceased to be a director or officer and shall inure to the benefit of the indemnitee’s heirs, executors and administrators; provided, however, that except as provided in paragraph (B) hereof with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding initiated by such indemnitee only if such proceeding was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Article shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that if the Delaware Code requires, an advancement of expenses incurred by an indemnitee 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 Article or otherwise.

     B. Rights of Indemnitee to Bring Suit. If a claim under paragraph (A) of this Article is not paid in full by the Corporation within sixty days after a written claim has been received by the Corporation (except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty days), the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, the indemnitee shall also be entitled to be paid the expense of prosecuting or defending such suit in (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met the applicable standard of conduct set forth in the Delaware Code. Neither the failure of the Corporation (including its Board of Directors, independent counsel or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee has met the applicable standard of conduct set forth in the Delaware Code, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or its stockholders) that the indemnitee has not met such applicable standard of conduct, or in the case of such a suit brought by the indemnitee shall be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled under this Article or otherwise to be indemnified, or to such advancement of expenses, shall be on the Corporation.

     C. Non-Exclusivity of Rights. The rights to indemnification and to the advancement of expenses conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under these Articles of Incorporation or any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

     D. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any indemnitee against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware Code.

     E. Indemnity of Employees and Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any

employee or agent of the Corporation to the fullest extent of the provisions of this Article or as otherwise permitted under the Delaware Code with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.

     ARTICLE X: The Bylaws of the Corporation may be altered, amended or repealed or new Bylaws may be adopted by the Board of Directors of the Corporation.

     IN WITNESS WHEREOF, I have hereunto set my hand this 3rd day of May, 2002.

/s/ Virginia D. Lancaster

Virginia D. Lancaster, Incorporator

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 05/03/2002

020284249 — 3521594

EX-3.20

EXHIBIT 3.20

Adopted: March 1, 2008

AMENDED AND RESTATED
BY-LAWS
OF
CULLMAN SURGERY VENTURE CORP.

ARTICLE I

OFFICES

     The principal office of the Cullman Surgery Venture Corp. (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.

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     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 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.

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     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 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.

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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.

     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

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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 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.

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     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.

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.

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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.

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.

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EX-3.21

EXHIBIT 3.21

STATE OF MISSOURI

[SEAL]

Robin Carnahan
Secretary of State

CERTIFICATE OF ORGANIZATION

     WHEREAS,

Farmington Clinic Company, LLC
LC0735241

filed its Articles of Organization with this office on the 28th day of April, 2006, and that filing was found to conform to the Missouri Limited Liability Company Act.

NOW, THEREFORE, I, ROBIN CARNAHAN, Secretary of State of the State of Missouri, do by virtue of the authority vested in me by law, do certify and declare that on the 28th day of April, 2006, the above entity is a Limited Liability Company, organized in this state and entitled to any rights granted to Limited Liability Companies.

     IN TESTIMONY WHEREOF, I hereunto set my hand and cause to be affixed the GREAT SEAL of the State of Missouri. Done at the City of Jefferson, this 28th day of April, 2006.

     [SEAL]

/s/ Robin Carnahan  

Robin Carnahan, Secretary of State 

[SEAL]

State of Missouri
Robin Carnahan, Secretary of State
Corporations Division
P. O. Box 778 / 600 W. Main Street, Room 322
Jefferson City, MO 65102

Articles of Organization
(Submit with Filing fee of $105)

     1. The name of the limited liability company is:

Farmington Clinic Company, LLC

(Must include “Limited Liability Company,” “Limited Company,” “LC,” “L.C.” “L.L.C.” or “LLC”)

     2. The purpose(s) for which the limited liability company is organized: To transact any and all lawful business for which a limited liability company may be organized under the Missouri United Liability Company Act.

     3. The name and address of the limited liability company’s registered agent in Missouri is:

National Registered Agents, Inc.	300-B East High Street	Jefferson City, MO 65101
Name	Street Address: May not use P. O. Box unless street address also provided	City/State/Zip

     4. The management of the limited liability company is vested in: o managers þ members (check one)

     5. The events, if any, on which the limited liability company is to dissolve or the number of years the limited liability company is to continue, which may be any number or perpetual: Perpetual

     (The answer to this question could cause possible tax consequences, you may wish to consult with your attorney or accountant)

     6. The name(s) and street address(es) of each organizer (P.O. Box may only be used in addition to a physical street address): Robin J. Keck, 7100 Commerce Way, Suite 100, Brentwood, TN 37027

     7. The effective date of this document is the date it is filed by the Secretary of State of Missouri, unless you indicate a future
date, as follows:                                                                                                                                                                                       

(Date may not be more than 90 days after the filing date in this office)

     In Affirmation thereof; the facts stated above are true and correct:

     (The undersigned understands that false statements made in this filing are subject to the penalties provided under Section 575.040, RSMo)

/s/ Robin Keck	Robin J. Keck	4/27/06
Organizer Signature	Printed Name	Date
Organizer Signature	Printed Name	Date
Organizer Signature	Printed Name	Date

Name and address to return filed document:
Name:	State of Missouri
Address	Creation — LLC/LP 1 Page(s)
City, State, and Zip Code:	[BARCODE]
	T06111806568

File Number: 200612112104

LCO0735241

Date Filed 04/28/2006

Robin Carnahan

Secretary of State

EX-3.22

EXHIBIT 3.22

AMENDED AND RESTATED
OPERATING AGREEMENT
OF
FARMINGTON CLINIC COMPANY, LLC

     The undersigned hereby executes this Amended and Restated Operating Agreement (“Operating Agreement”) as the sole member (“Member”) of Farmington Clinic Company, LLC (the “Company”), an Missouri limited liability company formed on April 28, 2006, pursuant to the provisions of the Missouri Limited Liability Company Act (“Act”).

     The Company may engage in any lawful business permitted by the Act, including without limitation, acquiring, constructing, developing, owning, operating, selling, leasing, financing, and otherwise dealing with real property and healthcare businesses. The term of the Company shall be perpetual.

ARTICLE I

OFFICES

     The principal office of the Company shall be designated from time to time by the Board of Managers. The Company may have offices in addition to its principal place of business as the business of the Company may require from time to time.

     The registered office of the Company 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 Managers.

ARTICLE II

MEMBERS

     SECTION 1. MEETINGS. The annual meeting of Members shall be designated by the Board of Managers, for the purpose of electing managers and for the transaction of such other business as may come before the meeting. If the election of managers 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 Members to be held as soon thereafter as may be convenient. Special meetings of the Members may be called by the Chairman of the Board, the President, by a majority of the members of the Board of Managers or by the holders of not less than one-fifth of the percentage ownership of the Company.

     SECTION 2. PLACE OF MEETING. The annual meeting, or any special meeting of the Members, shall be held in Nashville, Tennessee, unless otherwise designated by them. A waiver of notice, signed by all Members, may designate any place, either within or without the State, as the place for the holding of such meeting. If a special meeting be otherwise called, the place of meeting shall be the office of the Company in the State of Tennessee, except as otherwise provided in Section 5 of this Article.

     SECTION 3. NOTICE OF MEETINGS. When written or printed notice is required to be given to the Members, such notice shall be given 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 one hour nor more than forty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, the President, the Secretary, or the officer or persons calling the meeting, to each Member 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 in a sealed envelope addressed to the Member at his address as it appears on the records of the Company, with postage thereon prepaid. Notice of a meeting, either annual or special, called for the purpose of electing managers shall be delivered not less than two hours before the meeting.

     SECTION 4. MEETING OF ALL MEMBERS. If all of the Members shall meet at any time and place, either within or without the State, 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 percentage ownership of the Company, represented in person or by proxy, shall constitute a quorum at any meeting of Members; provided, that if less than a majority of the percentage ownership are represented at said meeting, a majority of the percentage ownership so represented may adjourn the meeting from time to time without further notice.

     SECTION 6. PROXIES. At all meetings of Members, a Member may vote by proxy executed in writing by the Member or by its duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Company 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 PERCENTAGE OWNERSHIP. Each percentage of the percentage ownership shall be entitled to one vote upon each matter submitted to a vote at a meeting of Members. Percentage ownership standing in the name of another company, domestic or foreign, may be voted by such officer, agent or proxy as the governing documents of such company may prescribe, or, in the absence of such provision, as such company’s management may determine. In all elections of managers, every Member shall have the right to vote, in person or by proxy, one vote for each percentage of the percentage ownership owned by it, for as many persons as there are managers to be elected. All voting shall be on a non-cumulative basis, unless otherwise stated in the Articles of Organization or except as required by applicable state law.

     SECTION 8. INFORMAL ACTION BY MEMBERS. Any action required to be taken at a meeting of the Members 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 Members 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 Members entitled to vote thereon were present and voted with respect to the subject matter thereof.

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ARTICLE III

MANAGERS

     SECTION 1. GENERAL POWERS. The business and affairs of the Company shall be managed by its Board of Managers.

     SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of managers of the Company shall be not less than one (1) nor more than ten (10), but may be increased by amendment of this Operating Agreement by the Members. Each manager 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. Managers need not be residents of the state of formation nor need they be the holder of any percentage ownership of the Company.

     SECTION 2.1 COMMITTEES OF THE BOARD. The Board of Managers may from time to time appoint such standing or special committees as it may deem for the best interest of the Company, but no such committee shall have any powers, except such as are expressly conferred upon it by the Board of Managers.

     SECTION 3. MEETINGS. A regular meeting of the Board of Managers shall be held without other notice than this Operating Agreement, immediately after, and at the same place, as the annual meeting of Members. Additional regular meetings of the Board of Managers may be held at any time and place designated by them. Special Meetings of the Board of Managers may be called by or at the request of the Chairman of the Board or a majority of the managers. Special meetings shall be held, unless otherwise designated by the Board of Managers, in Nashville, Tennessee. Meetings may be held by the managers participating in same by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation constitutes presence in person for all those participating. Whenever the Act authorizes or permits managers 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 managers at a meeting.

     SECTION 4. NOTICE. Notice of any special meeting shall be given at least two (2) hours prior thereto by written notice delivered personally or mailed to each manager at his business address, or by facsimile. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by facsimile, such notice shall be deemed to be delivered when the facsimile is transmitted. Any manager may waive notice of any meeting. The attendance of a manager at any meeting shall constitute a waiver of notice of such meeting, except where a manager 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 Managers need be specified in the notice or waiver of notice of such meeting.

     SECTION 5. QUORUM. A majority of the Board of Managers shall constitute a quorum for the transaction of business at any meeting of the Board of Managers, provided, that if

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less than a majority of the managers are present at said meeting, a majority of the managers present may adjourn the meeting from time to time without further notice.

     SECTION 6. MANNER OF ACTING. The act of the majority of the managers present at a meeting at which a quorum is present shall be the act of the Board of Managers. Any action required to be taken at a meeting of the Managers 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 Managers 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 Managers entitled to vote thereon were present and voted with respect to the subject matter thereof.

     SECTION 7. VACANCIES. Any vacancy occurring in the Board of Managers or in a position on the Board to be filled by reason of an increase in the number of managers, may be filled by election at an annual meeting or at a special meeting of Members called for that purpose. A manager elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

     SECTION 8. RESIGNATION OF MANAGERS. Any manager may resign at any time by giving written notice of such resignation to the Board of Managers, the Chairman of the Board 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 Managers or one of the above named officers; and, unless specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     SECTION 9. REMOVAL OF MANAGERS. At any special meeting of the Members, duly called as provided in this Operating Agreement, any manager or managers may, by the affirmative vote of the holders of a majority of all the percentage ownership entitled to vote for the election of managers, 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 10. COMPENSATION. Managers, as such, shall not receive any stated salaries for their services, but by resolution of the Board of Managers, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Managers; provided that nothing herein contained shall be construed to preclude any manager from serving the Company in any other capacity and receiving compensation therefor.

     SECTION 11. DELEGATION OF DUTIES TO CLINICAL BOARDS. The Board of Managers of the Company (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 Company 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 Managers 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.

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     The Board of Managers has delegated to the Chief Executive Officer of the Company, in accordance with this Operating Agreement, the authority to appoint the Clinical Board. The Board of Managers has delegated to its officers, in accordance with this Operating Agreement, 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 Managers, while maintaining continuing communication with the Clinical Board and Medical Staff.

     The Board of Managers has appointed the Clinical Board to assist and advise the CEO and/or Administrator, the Board of Managers, 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 Managers 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 policies regarding such matters.

     The Board of Managers, 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 Managers 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 Managers, to overrule decisions made by the Clinical Board.

ARTICLE IV

OFFICERS

     SECTION 1. CLASSES. The officers of the Company shall be a President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the Board of Managers, 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 the Board of Managers.

     SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Company shall be elected annually by the Board of Managers at the first meeting of the Board of Managers held after the annual meeting of Members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Vacancies may be filled or new offices created and filled at any meeting of the Board of Managers. 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.

     SECTION 3. REMOVAL. Any officer or agent elected or appointed by the Board of Managers may be removed by the Board of Managers whenever in its judgment the best interest

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of the Company would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

     SECTION 4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Managers for the unexpired portion of the term.

     SECTION 5. PRESIDENT. The President shall have general charge of the business affairs and property of the Company and general supervision over its officers and agents, If present, he shall preside at all meetings of Members and he shall see that all orders and resolutions of the Board of Managers are carried into effect. He may sign and execute in the name of the Company deeds, mortgages, bonds, contracts, agreements or other instruments duly authorized by the Board of Managers except in cases where the signing and execution thereof shall be expressly delegated by the Board of Managers to some other officer or agent. From time to time, he shall report to the Board of Managers all matters within his knowledge which the interests of the Company may require to be brought to their attention. He shall also perform such other duties as are given to him by this Operating Agreement or as from time to time may be assigned to him by the Board of Managers.

     SECTION 6. VICE PRESIDENTS. The Vice Presidents shall perform such duties as are given to them by this Operating Agreement or as from time to time may be assigned to them by the Board of Managers, the Chairman of the Board, or the President, and, in the order of their seniority, or in any other order as the Board of Managers 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 Company, deeds, mortgages, bonds and other instruments.

     SECTION 7. SECRETARY. The Secretary shall:

     (a) Record all the proceedings of the meetings of the Members, the Board of Managers, 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 this Operating Agreement and as required by statutes;

     (c) Whenever any committee shall be appointed in pursuance of a resolution of the Board of Managers, furnish the Chairman of such committee with a copy of such resolution;

     (d) Be custodian of the records and of the seal of the Company, and cause such seal to be affixed to all instruments the execution of which on behalf of the Company 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;

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     (f) Have charge of the ownership records of the Company and exhibit such records at all reasonable times to such persons as are entitled by statute to have access thereto;

     (g) In general, perform all duties incident to the office of the Secretary and such other duties as are given to him by this Operating Agreement or as from time to time may he assigned to him by the Board of Managers, the Chairman of the Board or the President.

     SECTION 8. ASSISTANT SECRETARIES. 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 Managers or the Chairman of the Board 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. The Assistant Secretaries shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Secretary.

     SECTION 9. TREASURER. If required by the Board of Managers, 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 Managers shall determine. He shall: (a) have charge and custody of and be responsible for all funds and securities of the Company; receive and give receipts for moneys due and payable to the Company from any source whatsoever, and deposit all such moneys in the name of the Company in such banks, trust companies, or other depositaries as shall be selected in accordance with the provisions of Article V of this Operating Agreement; (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 Managers, the Chairman of the Board or the President.

     SECTION 10. ASSISTANT TREASURERS. 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 Managers or the Chairman of the Board 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. The Assistant Treasurers shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Treasurer.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

     SECTION 1. CONTRACTS. The Board of Managers 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 Company and such authority may be general or confined to specific instances.

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     SECTION 2. LOANS. No loans shall be contracted on behalf of the Company and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Managers. 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 Company shall be signed by such officer or officers, agent or agents, of the Company and in such manner as shall from time to time be determined by resolution of the Board of Managers.

     SECTION 4. DEPOSITS. All funds of the Company not otherwise employed shall be deposited from time to time to the credit of the Company in such banks, trust companies, or other depositaries as the Board of Managers may select.

ARTICLE VI

TRANSFER OF PERCENTAGE OWNERSHIP

     Transfers of percentage ownership of the Company shall be made only on the books of the Company. The person in whose name percentage ownership stands on the books of the Company shall be deemed the owner thereof for all purposes as regards the Company.

ARTICLE VII

FISCAL YEAR

     The fiscal year of the Company 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 Managers.

ARTICLE VIII

DISTRIBUTIONS

     Prior to the dissolution of the Company, no Member shall have the right to receive any distributions of or return of its capital contribution. All distributions and all allocations of income, gains, losses and credits shall be made in accordance with the percentage ownership of the Members. The Board of Managers may from time to time declare, and the Company may pay, dividends on its percentage ownership in the manner and upon the terms and conditions provided by law and its Articles of Organization. The Members shall not be required to make any additional contributions of capital to the Company, although the Members may from time to time agree to make additional contributions to the Company.

ARTICLE IX

SEAL

     The Board of Managers may provide a company seal in such form as the Board of Managers may prescribe.

8

ARTICLE X

WAIVER OF NOTICE

     Whenever any notice whatsoever is required to be given under the provisions of this Operating Agreement, or under the provisions of the Certificate of Formation, or under the provisions of the Act, 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.

ARTICLE XI

INDEMNIFICATION OF OFFICERS AND MANAGERS

     The Company shall indemnify its officers and managers against all reasonable expenses 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 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 shall extend 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 shall also extend 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 shall not be 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 or managers.

ARTICLE XII

AMENDMENTS

     The Members may alter, amend or rescind this Operating Agreement at any annual or special meeting of Members at which a quorum is present, by the vote of a majority of the percentage ownership represented at such meeting, provided that the notice of such meeting shall have included notice of such proposed amendment. The Board of Managers shall have the power and authority to alter, amend or rescind the Operating Agreement of the Company at any regular or special meeting at which a quorum is present by the vote of a majority of the entire Board of Managers, subject always to the power of the Members to change such action of the managers.

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     Executed this ____ day of ____________, 2008.

FARMINGTON HOSPITAL CORPORATION, Sole Member
By:	/s/ D. Andrew Slusser
Name:	D. Andrew Slusser
Title:	Vice President

10

EX-3.23

EXHIBIT 3.23

Delaware

The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF FORMATION OF “FARMINGTON HEART & VASCULAR CENTER, LLC”, FILED IN THIS OFFICE ON THE THIRTY-FIRST DAY OF AUGUST, A.D. 2009, AT 5:06 O’CLOCK P.M.

[SEAL] /s/ Jeffrey W. Bullock   Jeffrey W. Bullock, Secretary of State

4725968 8100	AUTHENTICATION: 7504972
090822858	Date: 09-01-09

CERTIFICATE OF FORMATION

OF

FARMINGTON HEART & VASCULAR CENTER, LLC

     Pursuant to Section 18-201 of the Delaware Limited Liability Company Act (the “Act”), the undersigned, desiring to form a limited liability company, does hereby certify as follows:

     1. The name of the limited liability company is FARMINGTON HEART & VASCULAR CENTER, LLC (the “Company”).

     2. The address of its registered office in the State of Delaware is: Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

     3. The Company shall have the power and authority to carry on any business permitted by, and to have and exercise all of the powers and rights conferred by, the Act as amended from time to time or any successor provisions thereto.

     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 31^st day of August, 2009.

/s/ Howard T. Wall III  

Howard T. Wall III, Authorized Person 

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

DELIVERED 05:49 PM 08/31/2009

FILED 05:06 PM 08/31/2009

SRV 090822858 — 4725968 FILE

EX-3.24

EXHIBIT 3.24

OPERATING AGREEMENT
OF
FARMINGTON HEART & VASCULAR CENTER, LLC

     The undersigned hereby executes this Operating Agreement (“Operating Agreement”) as the sole member (“Member”) of Farmington Heart & Vascular Center, LLC (the “Company”), a Delaware limited liability company formed on August 31 2009, pursuant to the provisions of the Delaware Limited Liability Company Act (“Act”).

     The Company may engage in any lawful business permitted by the Act, including without limitation, acquiring, constructing, developing, owning, operating, selling, leasing, financing, and otherwise dealing with real property and healthcare businesses. The term of the Company shall be perpetual.

ARTICLE I

OFFICES

     The principal office of the Company shall be designated from time to time by the Board of Managers. The Company may have offices in addition to its principal place of business as the business of the Company may require from time to time.

     The registered office of the Company 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 Managers.

ARTICLE II

MEMBERS

     SECTION 1. MEETINGS. The annual meeting of Members shall be designated by the Board of Managers, for the purpose of electing managers and for the transaction of such other business as may come before the meeting. If the election of managers 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 Members to be held as soon thereafter as may be convenient. Special meetings of the Members may be called by the Chairman of the Board, the President, by a majority of the members of the Board of Managers or by the holders of not less than one-fifth of the percentage ownership of the Company.

     SECTION 2. PLACE OF MEETING. The annual meeting, or any special meeting of the Members, shall be held in Nashville, Tennessee, unless otherwise designated by them. A waiver of notice, signed by all Members, may designate any place, either within or without the State, as the place for the holding of such meeting. If a special meeting be otherwise called, the place of meeting shall be the office of the Company in the State of Tennessee, except as otherwise provided in Section 5 of this Article.

     SECTION 3. NOTICE OF MEETINGS. When written or printed notice is required to be given to the Members, such notice shall be given 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 one hour nor more than forty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, the President, the Secretary, or the officer or persons calling the meeting, to each Member 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 in a sealed envelope addressed to the Member at his address as it appears on the records of the Company, with postage thereon prepaid. Notice of a meeting, either annual or special, called for the purpose of electing managers shall be delivered not less than two hours before the meeting.

     SECTION 4. MEETING OF ALL MEMBERS. If all of the Members shall meet at any time and place, either within or without the State, 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 percentage ownership of the Company, represented in person or by proxy, shall constitute a quorum at any meeting of Members; provided, that if less than a majority of the percentage ownership are represented at said meeting, a majority of the percentage ownership so represented may adjourn the meeting from time to time without further notice.

     SECTION 6. PROXIES. At all meetings of Members, a Member may vote by proxy executed in writing by the Member or by its duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Company 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 PERCENTAGE OWNERSHIP. Each percentage of the percentage ownership shall be entitled to one vote upon each matter submitted to a vote at a meeting of Members. Percentage ownership standing in the name of another company, domestic or foreign, may be voted by such officer, agent or proxy as the governing documents of such company may prescribe, or, in the absence of such provision, as such company’s management may determine. In all elections of managers, every Member shall have the right to vote, in person or by proxy, one vote for each percentage of the percentage ownership owned by it, for as many persons as there are managers to be elected. All voting shall be on a non-cumulative basis, unless otherwise stated in the Articles of Organization or except as required by applicable state law.

     SECTION 8. INFORMAL ACTION BY MEMBERS. Any action required to be taken at a meeting of the Members 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 Members 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 Members entitled to vote thereon were present and voted with respect to the subject matter thereof.

2

ARTICLE III

MANAGERS

     SECTION 1. GENERAL POWERS. The business and affairs of the Company shall be managed by its Board of Managers.

     SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of managers of the Company shall be not less than one (1) nor more than ten (10), but may be increased by amendment of this Operating Agreement by the Members. Each manager 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. Managers need not be residents of the state of formation nor need they be the holder of any percentage ownership of the Company.

     SECTION 2.1 COMMITTEES OF THE BOARD. The Board of Managers may from time to time appoint such standing or special committees as it may deem for the best interest of the Company, but no such committee shall have any powers, except such as are expressly conferred upon it by the Board of Managers.

     SECTION 3. MEETINGS. A regular meeting of the Board of Managers shall be held without other notice than this Operating Agreement, immediately after, and at the same place, as the annual meeting of Members. Additional regular meetings of the Board of Managers may be held at any time and place designated by them. Special Meetings of the Board of Managers may be called by or at the request of the Chairman of the Board or a majority of the managers. Special meetings shall be held, unless otherwise designated by the Board of Managers, in Nashville, Tennessee. Meetings may be held by the managers participating in same by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation constitutes presence in person for all those participating. Whenever the Act authorizes or permits managers 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 managers at a meeting.

     SECTION 4. NOTICE. Notice of any special meeting shall be given at least two (2) hours prior thereto by written notice delivered personally or mailed to each manager at his business address, or by facsimile. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by facsimile, such notice shall be deemed to be delivered when the facsimile is transmitted. Any manager may waive notice of any meeting. The attendance of a manager at any meeting shall constitute a waiver of notice of such meeting, except where a manager 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 Managers need be specified in the notice or waiver of notice of such meeting.

     SECTION 5. QUORUM. A majority of the Board of Managers shall constitute a quorum for the transaction of business at any meeting of the Board of Managers, provided, that if

3

less than a majority of the managers are present at said meeting, a majority of the managers present may adjourn the meeting from time to time without further notice.

     SECTION 6. MANNER OF ACTING. The act of the majority of the managers present at a meeting at which a quorum is present shall be the act of the Board of Managers. Any action required to be taken at a meeting of the Managers 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 Managers 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 Managers entitled to vote thereon were present and voted with respect to the subject matter thereof.

     SECTION 7. VACANCIES. Any vacancy occurring in the Board of Managers or in a position on the Board to be filled by reason of an increase in the number of managers, may be filled by election at an annual meeting or at a special meeting of Members called for that purpose. A manager elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

     SECTION 8. RESIGNATION OF MANAGERS. Any manager may resign at any time by giving written notice of such resignation to the Board of Managers, the Chairman of the Board 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 Managers or one of the above named officers; and, unless specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     SECTION 9. REMOVAL OF MANAGERS. At any special meeting of the Members, duly called as provided in this Operating Agreement, any manager or managers may, by the affirmative vote of the holders of a majority of all the percentage ownership entitled to vote for the election of managers, 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 10. COMPENSATION. Managers, as such, shall not receive any stated salaries for their services, but by resolution of the Board of Managers, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Managers; provided that nothing herein contained shall be construed to preclude any manager from serving the Company in any other capacity and receiving compensation therefor.

     SECTION 11. DELEGATION OF DUTIES TO CLINICAL BOARDS. The Board of Managers of the Company (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 Company 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 Managers 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.

4

     The Board of Managers has delegated to the Chief Executive Officer of the Company, in accordance with this Operating Agreement, the authority to appoint the Clinical Board. The Board of Managers has delegated to its officers, in accordance with this Operating Agreement, 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 Managers, while maintaining continuing communication with the Clinical Board and Medical Staff.

     The Board of Managers has appointed the Clinical Board to assist and advise the CEO and/or Administrator, the Board of Managers, 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 Managers 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 policies regarding such matters.

     The Board of Managers, 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 Managers 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 Managers, to overrule decisions made by the Clinical Board.

ARTICLE IV

OFFICERS

     SECTION 1. CLASSES. The officers of the Company shall be a President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the Board of Managers, 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 the Board of Managers.

     SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Company shall be elected annually by the Board of Managers at the first meeting of the Board of Managers held after the annual meeting of Members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Vacancies may be filled or new offices created and filled at any meeting of the Board of Managers. 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.

     SECTION 3. REMOVAL. Any officer or agent elected or appointed by the Board of Managers may be removed by the Board of Managers whenever in its judgment the best interest

5

of the Company would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

     SECTION 4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Managers for the unexpired portion of the term.

     SECTION 5. PRESIDENT. The President shall have general charge of the business affairs and property of the Company and general supervision over its officers and agents, If present, he shall preside at all meetings of Members and he shall see that all orders and resolutions of the Board of Managers are carried into effect. He may sign and execute in the name of the Company deeds, mortgages, bonds, contracts, agreements or other instruments duly authorized by the Board of Managers except in cases where the signing and execution thereof shall be expressly delegated by the Board of Managers to some other officer or agent. From time to time, he shall report to the Board of Managers all matters within his knowledge which the interests of the Company may require to be brought to their attention. He shall also perform such other duties as are given to him by this Operating Agreement or as from time to time may be assigned to him by the Board of Managers.

     SECTION 6. VICE PRESIDENTS. The Vice Presidents shall perform such duties as are given to them by this Operating Agreement or as from time to time may be assigned to them by the Board of Managers, the Chairman of the Board, or the President, and, in the order of their seniority, or in any other order as the Board of Managers 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 Company, deeds, mortgages, bonds and other instruments.

     SECTION 7. SECRETARY. The Secretary shall:

     (a) Record all the proceedings of the meetings of the Members, the Board of Managers, 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 this Operating Agreement and as required by statutes;

     (c) Whenever any committee shall be appointed in pursuance of a resolution of the Board of Managers, furnish the Chairman of such committee with a copy of such resolution;

     (d) Be custodian of the records and of the seal of the Company, and cause such seal to be affixed to all instruments the execution of which on behalf of the Company 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;

6

     (f) Have charge of the ownership records of the Company and exhibit such records at all reasonable times to such persons as are entitled by statute to have access thereto;

     (g) In general, perform all duties incident to the office of the Secretary and such other duties as are given to him by this Operating Agreement or as from time to time may he assigned to him by the Board of Managers, the Chairman of the Board or the President.

     SECTION 8. ASSISTANT SECRETARIES. 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 Managers or the Chairman of the Board 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. The Assistant Secretaries shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Secretary.

     SECTION 9. TREASURER. If required by the Board of Managers, 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 Managers shall determine. He shall: (a) have charge and custody of and be responsible for all funds and securities of the Company; receive and give receipts for moneys due and payable to the Company from any source whatsoever, and deposit all such moneys in the name of the Company in such banks, trust companies, or other depositaries as shall be selected in accordance with the provisions of Article V of this Operating Agreement; (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 Managers, the Chairman of the Board or the President.

     SECTION 10. ASSISTANT TREASURERS. 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 Managers or the Chairman of the Board 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. The Assistant Treasurers shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Treasurer.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

     SECTION 1. CONTRACTS. The Board of Managers 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 Company and such authority may be general or confined to specific instances.

7

     SECTION 2. LOANS. No loans shall be contracted on behalf of the Company and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Managers. 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 Company shall be signed by such officer or officers, agent or agents, of the Company and in such manner as shall from time to time be determined by resolution of the Board of Managers.

     SECTION 4. DEPOSITS. All funds of the Company not otherwise employed shall be deposited from time to time to the credit of the Company in such banks, trust companies, or other depositaries as the Board of Managers may select.

ARTICLE VI

TRANSFER OF PERCENTAGE OWNERSHIP

     Transfers of percentage ownership of the Company shall be made only on the books of the Company. The person in whose name percentage ownership stands on the books of the Company shall be deemed the owner thereof for all purposes as regards the Company.

ARTICLE VII

FISCAL YEAR

     The fiscal year of the Company 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 Managers.

ARTICLE VIII

DISTRIBUTIONS

     Prior to the dissolution of the Company, no Member shall have the right to receive any distributions of or return of its capital contribution. All distributions and all allocations of income, gains, losses and credits shall be made in accordance with the percentage ownership of the Members. The Board of Managers may from time to time declare, and the Company may pay, dividends on its percentage ownership in the manner and upon the terms and conditions provided by law and its Articles of Organization. The Members shall not be required to make any additional contributions of capital to the Company, although the Members may from time to time agree to make additional contributions to the Company.

ARTICLE IX

SEAL

     The Board of Managers may provide a company seal in such form as the Board of Managers may prescribe.

8

ARTICLE X

WAIVER OF NOTICE

     Whenever any notice whatsoever is required to be given under the provisions of this Operating Agreement, or under the provisions of the Certificate of Formation, or under the provisions of the Act, 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.

ARTICLE XI

INDEMNIFICATION OF OFFICERS AND MANAGERS

     The Company shall indemnify its officers and managers against all reasonable expenses 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 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 shall extend 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 shall also extend 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 shall not be 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 or managers.

ARTICLE XII

AMENDMENTS

     The Members may alter, amend or rescind this Operating Agreement at any annual or special meeting of Members at which a quorum is present, by the vote of a majority of the percentage ownership represented at such meeting, provided that the notice of such meeting shall have included notice of such proposed amendment. The Board of Managers shall have the power and authority to alter, amend or rescind the Operating Agreement of the Company at any regular or special meeting at which a quorum is present by the vote of a majority of the entire Board of Managers, subject always to the power of the Members to change such action of the managers.

9

     Executed this 31 day of August, 2009.

FARMINGTON MISSOURI HOSPITAL COMPANY, LLC, Sole Member
By:	/s/ Howard T. Wall III
Name:	Howard T. Wall III
Title:	Vice President & Secretary

10

EX-3.25

EXHIBIT 3.25

STATE OF MISSOURI

[SEAL]

Robin Carnahan
Secretary of State

CERTIFICATE OF INCORPORATION

     WHEREAS, Articles of Incorporation of

Farmington Hospital Corporation
00735137

have been received and filed in the Office of the Secretary of State, which Articles, in all respects, comply with the requirements of General and Business Corporation Law.

NOW, THEREFORE, I, ROBIN CARNAHAN, Secretary of State of the State of Missouri, do by virtue of the authority vested in me by law, do hereby certify and declare this entity a body corporate, duly organized this date and that it is entitled to all rights and privileges granted corporations organized under the General and Business Corporation Law.

IN TESTIMONY WHEREOF, I hereunto set my hand and cause to be affixed the GREAT SEAL of the State of Missouri. Done at the City of Jefferson, this 28^th day of April, 2006.

[SEAL]

/s/ Robin Carnahan Robin Carnahan, Secretary of State

ARTICLES OF INCORPORATION

OF

FARMINGTON HOSPITAL CORPORATION

     The undersigned, acting as incorporator of a corporation under the General and Business Corporation Law of Missouri (the “Missouri Code”), adopt the following Articles of Incorporation:

     ARTICLE ONE: The name of the Corporation is Farmington Hospital Corporation.

     ARTICLE TWO: The street address of its initial registered office is 300-B East High Street, Jefferson City, Missouri 65101, and the name of its initial registered agent at such address is National Registered Agents, Inc.

     ARTICLE THREE: The aggregate number, class and par value, if any, of shares which the corporation shall have authority to issue shall be One Thousand (1,000) shares of $.01 par value common stock.

     The preferences, qualifications, limitations, restrictions, and the special or relative rights, including convertible rights, if any, in respect to the shares of each class are as follows:

The corporation shall have one class of stock and such common stock shall have unlimited voting rights and the right to receive the net assets of the corporation upon dissolution of the corporation.

     ARTICLE FOUR: The extent, if any, to which the preemptive right of a shareholder to acquire additional shares is limited or denied.

Shareholders of the corporation shall have no preemptive rights to acquire additional shares of the corporation.

     ARTICLE FIVE: The name and place of residence of each incorporator is as follows:

Robin J. Keck
7100 Commerce Way, Suite 100
Brentwood, TN 37027

     ARTICLE SIX: The number of directors to constitute the first board of directors is three. Thereafter the number of directors shall be fixed by, or in the manner provided by the bylaws. Any changes in the number will be reported to the Secretary of State within thirty calendar days of such change.

     ARTICLE SEVEN: The duration of the corporation is perpetual.

     ARTICLE EIGHT: The corporation is formed for the following purposes:

The purpose of the Corporation is to own and operate health care facilities and to engage in any lawful act or activity for which corporations may be organized under Section 351 of the Missouri Code.

     ARTICLE NINE: A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which

involve intentional misconduct or a knowing violation of the law, (iii) under Section 351.345 of the Missouri Code, or (iv) for any transaction from which the director derived any improper personal benefit. If the Missouri Code is amended hereafter 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 Missouri Code, as so amended.

     Any repeal or modification of the foregoing paragraph 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.

     ARTICLE TEN: A. Rights to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director or officer 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 Missouri Code 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, without limitation, attorneys’ fees, judgments, fines, excise taxes or penalties and amounts paid or to be paid in settlement) incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue with respect to an indemnitee who has ceased to be a director or officer and shall inure to the benefit of the indemnitee’s heirs, executors and administrators; provided, however, that except as provided in paragraph (B) hereof with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding initiated by such indemnitee only if such proceeding was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Article shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the Missouri Code requires, an advancement of expenses incurred by an indemnitee 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 Article or otherwise.

     B. Right of Indemnitee to Bring Suit. If a claim under paragraph (A) of this Article is not paid in full by the Corporation within sixty days after a written claim has been received by the Corporation (except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty days), the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, the indemnitee shall also be entitled to be paid the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met the applicable standard of conduct set forth in the Missouri Code. 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 suit that indemnification of the indemnitee has met the applicable standard of conduct set forth in the Missouri Code, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or its stockholders) that the indemnitee has not met such applicable standard of conduct, or in the case of such a suit brought by the indemnitee, shall be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled under this Article or otherwise to be indemnified, or to such advancement of expenses, shall be on the Corporation.

     C. Non-Exclusivity of Rights. The rights to indemnification and to the advancement of expenses conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under these Articles of Incorporation or any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

     D. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any indemnitee against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Missouri Code.

     E. Indemnity of Employees and Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article or as otherwise permitted under the Missouri Code with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.

     ARTICLE ELEVEN: The Board of Directors of the Corporation shall have the power to adopt and amend the Bylaws of the Corporation.

     IN WITNESS WHEREOF, these Articles of Incorporation have been signed this 27th day of April, 2006.

/s/ Robin J. Keck  

Robin J. Keck 

Incorporator 

STATE OF TENNESSEE
COUNTY OF WILLIAMSON

     I, Sherry A. Connelly, Notary Public, do hereby certify, that on this 27^th of April, 2006, personally appeared before me Robin J. Keck, who being by me first duly sworn, declared that she is the person who signed the foregoing document as incorporator and that the statements herein contained are true.

/s/ Sherry A. Connelly Notary Public

(SEAL)

My commission expires: 12/9/08

File Number: 200612111618

00735137

Date Filed 04/28/2006

Robin Carnahan

Secretary of State

State of Missouri
Creation — General Business — Domestic 5 Page(s)
[BARCODE]
T0611806554

EX-3.26

EXHIBIT 3.26

Adopted: March 1, 2008

AMENDED AND RESTATED
BY-LAWS
OF
FARMINGTON HOSPITAL CORP.

ARTICLE I

OFFICES

     The principal office of Farmington Hospital Corporation (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.

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     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 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.

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     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 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.

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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.

     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

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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 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.

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     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.

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.

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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.

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.

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EX-3.27

EXHIBIT 3.27

STATE OF MISSOURI

[SEAL]

Robin Carnahan
Secretary of State

CERTIFICATE OF INCORPORATION

     WHEREAS,

Farmington Missouri Hospital Company, LLC
LC0735224

filed its Articles of Organization with this office on the 28th day of April, 2006, and that filing was found to conform to the Missouri Limited Liability Company Act.

     NOW, THEREFORE, I, ROBIN CARNAHAN, Secretary of State of the State of Missouri, do by virtue of the authority vested in me by law, do certify and declare that on the 28th day of April, 2006, the above entity is a Limited Liability Company, organized in this state and entitled to any rights granted to Limited Liability Companies.

IN TESTIMONY WHEREOF, I hereunto set my hand and cause to be affixed the GREAT SEAL of the State of Missouri. Done at the City of Jefferson, this 28^th day of April, 2006.

[SEAL]

/s/ Robin Carnahan Robin Carnahan, Secretary of State

State of Missouri
Robin Carnahan, Secretary of State
Corporations Division
P. O. Box 778 / 600 W. Main Street, Room 322
Jefferson City, MO 65102

Articles of Organization
(Submit with Filing fee of $105)

     1. The name of the limited liability company is:

          Farmington Missouri Hospital Company, LLC                                                                                                                                               

(Must include “Limited Liability Company,” “Limited Company,” “LC,” “L.C.” “L.L.C.” or “LLC”)

     2. The purpose(s) for which the limited liability company is organized: To transact any and all lawful business for which a limited liability company may be organized under the Missouri Limited Liability Company Act.

     3. The name and address of the limited liability company’s registered agent in Missouri is:

National Registered Agents, Inc.	300-B East High Street	Jefferson City, MO 65101
Name	Street Address: May not use P. O. Box unless street address also provided	City/State/Zip

     4. The management of the limited liability company is vested in: o managers þ members (check one)

     5. The events, if any, on which the limited liability company is to dissolve or the number of years the limited liability company is to continue, which may be any number or perpetual: Perpetual

     (The answer to this question could cause possible tax consequences, you may wish to consult with your attorney or accountant)

     6. The name(s) and street address(es) of each organizer (P.O. Box may only be used in addition to a physical street address):

          Robin J. Keck, 7100 Commerce Way, Suite 100, Brentwood, TN 37027

     7. The effective date of this document is the date it is filed by the Secretary of State of Missouri, unless you indicate a future date, as follows:                                                                                                                                                                        

  (Date may not be more than 90 days after the filing date in this office)

In Affirmation thereof; the facts stated above are true and correct

(The undersigned understands that false statements made in this filing are subject to the penalties provided under Section 575.040, RSMo)

/s/ Robin Keck	Robin J. Keck	4/27/06
Organizer Signature	Printed Name	Date
Organizer Signature	Printed Name	Date
Organizer Signature	Printed Name	Date

File Number: 200612111627
LC 0735224
Dated filed: 04/28/2000
Robin Carnahan
Secretary of State

Name and address to return filed document:
Name:	State of Missouri
Address	Creation — LLC/LP 1 Page(s)
City, State, and Zip Code:	[BARCODE]
	T0611806566

State of Missouri
Robin Carnahan, Secretary of State
Corporations Division
P. O. Box 778 / 600 W. Main Street, Room 322
Jefferson City, MO 65102

Articles of Organization
(Submit with Filing fee of $105)

     1. The name of the limited liability company is:

          Farmington Missouri Hospital Company, LLC                                                                                                                                       

(Must include “Limited Liability Company,” “Limited Company,” “LC,” “L.C.” “L.L.C.” or “LLC”)

     2. The purpose(s) for which the limited liability company is organized: To transact any and all lawful business for which a limited liability company may be organized under the Missouri Limited Liability Company Act.

     3. The name and address of the limited liability company’s registered agent in Missouri is:

National Registered Agents, Inc.	300-B East High Street	Jefferson City, MO 65101
Name	Street Address: May not use P. O. Box unless street address also provided	City/State/Zip

     4. The management of the limited liability company is vested in: o managers þ members (check one)

     5. The events, if any, on which the limited liability company is to dissolve or the number of years the limited liability company is to continue, which may be any number or perpetual: Perpetual

     (The answer to this question could cause possible tax consequences, you may wish to consult with your attorney or accountant)

     6. The name(s) and street address(es) of each organizer (P.O. Box may only be used in addition to a physical street address):

          Robin J. Keck, 7100 Commerce Way, Suite 100, Brentwood, TN 37027

     7. The effective date of this document is the date it is filed by the Secretary of State of Missouri, unless you indicate a future date, as follows:                                                                                                                                                                        

  (Date may not be more than 90 days after the filing date in this office)

In Affirmation thereof; the facts stated above are true and correct
(The undersigned understands that false statements made in this filing are subject to the penalties provided under Section 575.040, RSMo)

/s/ Robin Keck	Robin J. Keck	4/27/06
Organizer Signature	Printed Name	Date
Organizer Signature	Printed Name	Date
Organizer Signature	Printed Name	Date

Name and address to return filed document:

Name:

Address

City, State, and Zip Code:

EX-3.28

EXHIBIT 3.28

AMENDED AND RESTATED
OPERATING AGREEMENT
OF
FARMINGTON MISSOURI HOSPITAL COMPANY, LLC

     The undersigned hereby executes this Amended and Restated Operating Agreement (“Operating Agreement”) as the sole member (“Member”) of Farmington Missouri Hospital Company, LLC (the “Company”), an Missouri limited liability company formed on April 28, 2006, pursuant to the provisions of the Missouri Limited Liability Company Act (“Act”).

     The Company may engage in any lawful business permitted by the Act, including without limitation, acquiring, constructing, developing, owning, operating, selling, leasing, financing, and otherwise dealing with real property and healthcare businesses. The term of the Company shall be perpetual.

ARTICLE I

OFFICES

     The principal office of the Company shall be designated from time to time by the Board of Managers. The Company may have offices in addition to its principal place of business as the business of the Company may require from time to time.

     The registered office of the Company 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 Managers.

ARTICLE II

MEMBERS

     SECTION 1. MEETINGS. The annual meeting of Members shall be designated by the Board of Managers, for the purpose of electing managers and for the transaction of such other business as may come before the meeting. If the election of managers 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 Members to be held as soon thereafter as may be convenient. Special meetings of the Members may be called by the Chairman of the Board, the President, by a majority of the members of the Board of Managers or by the holders of not less than one-fifth of the percentage ownership of the Company.

     SECTION 2. PLACE OF MEETING. The annual meeting, or any special meeting of the Members, shall be held in Nashville, Tennessee, unless otherwise designated by them. A waiver of notice, signed by all Members, may designate any place, either within or without the State, as the place for the holding of such meeting. If a special meeting be otherwise called, the place of meeting shall be the office of the Company in the State of Tennessee, except as otherwise provided in Section 5 of this Article.

     SECTION 3. NOTICE OF MEETINGS. When written or printed notice is required to be given to the Members, such notice shall be given 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 one hour nor more than forty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, the President, the Secretary, or the officer or persons calling the meeting, to each Member 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 in a sealed envelope addressed to the Member at his address as it appears on the records of the Company, with postage thereon prepaid. Notice of a meeting, either annual or special, called for the purpose of electing managers shall be delivered not less than two hours before the meeting.

     SECTION 4. MEETING OF ALL MEMBERS. If all of the Members shall meet at any time and place, either within or without the State, 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 percentage ownership of the Company, represented in person or by proxy, shall constitute a quorum at any meeting of Members; provided, that if less than a majority of the percentage ownership are represented at said meeting, a majority of the percentage ownership so represented may adjourn the meeting from time to time without further notice.

     SECTION 6. PROXIES. At all meetings of Members, a Member may vote by proxy executed in writing by the Member or by its duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Company 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 PERCENTAGE OWNERSHIP. Each percentage of the percentage ownership shall be entitled to one vote upon each matter submitted to a vote at a meeting of Members. Percentage ownership standing in the name of another company, domestic or foreign, may be voted by such officer, agent or proxy as the governing documents of such company may prescribe, or, in the absence of such provision, as such company’s management may determine. In all elections of managers, every Member shall have the right to vote, in person or by proxy, one vote for each percentage of the percentage ownership owned by it, for as many persons as there are managers to be elected. All voting shall be on a non-cumulative basis, unless otherwise stated in the Articles of Organization or except as required by applicable state law.

     SECTION 8. INFORMAL ACTION BY MEMBERS. Any action required to be taken at a meeting of the Members 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 Members 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 Members entitled to vote thereon were present and voted with respect to the subject matter thereof.

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ARTICLE III

MANAGERS

     SECTION 1. GENERAL POWERS. The business and affairs of the Company shall be managed by its Board of Managers.

     SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of managers of the Company shall be not less than one (1) nor more than ten (10), but may be increased by amendment of this Operating Agreement by the Members. Each manager 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. Managers need not be residents of the state of formation nor need they be the holder of any percentage ownership of the Company.

     SECTION 2.1 COMMITTEES OF THE BOARD. The Board of Managers may from time to time appoint such standing or special committees as it may deem for the best interest of the Company, but no such committee shall have any powers, except such as are expressly conferred upon it by the Board of Managers.

     SECTION 3. MEETINGS. A regular meeting of the Board of Managers shall be held without other notice than this Operating Agreement, immediately after, and at the same place, as the annual meeting of Members. Additional regular meetings of the Board of Managers may be held at any time and place designated by them. Special Meetings of the Board of Managers may be called by or at the request of the Chairman of the Board or a majority of the managers. Special meetings shall be held, unless otherwise designated by the Board of Managers, in Nashville, Tennessee. Meetings may be held by the managers participating in same by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation constitutes presence in person for all those participating. Whenever the Act authorizes or permits managers 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 managers at a meeting.

     SECTION 4. NOTICE. Notice of any special meeting shall be given at least two (2) hours prior thereto by written notice delivered personally or mailed to each manager at his business address, or by facsimile. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by facsimile, such notice shall be deemed to be delivered when the facsimile is transmitted. Any manager may waive notice of any meeting. The attendance of a manager at any meeting shall constitute a waiver of notice of such meeting, except where a manager 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 Managers need be specified in the notice or waiver of notice of such meeting.

     SECTION 5. QUORUM. A majority of the Board of Managers shall constitute a quorum for the transaction of business at any meeting of the Board of Managers, provided, that if

3

less than a majority of the managers are present at said meeting, a majority of the managers present may adjourn the meeting from time to time without further notice.

     SECTION 6. MANNER OF ACTING. The act of the majority of the managers present at a meeting at which a quorum is present shall be the act of the Board of Managers. Any action required to be taken at a meeting of the Managers 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 Managers 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 Managers entitled to vote thereon were present and voted with respect to the subject matter thereof.

     SECTION 7. VACANCIES. Any vacancy occurring in the Board of Managers or in a position on the Board to be filled by reason of an increase in the number of managers, may be filled by election at an annual meeting or at a special meeting of Members called for that purpose. A manager elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

     SECTION 8. RESIGNATION OF MANAGERS. Any manager may resign at any time by giving written notice of such resignation to the Board of Managers, the Chairman of the Board 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 Managers or one of the above named officers; and, unless specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     SECTION 9. REMOVAL OF MANAGERS. At any special meeting of the Members, duly called as provided in this Operating Agreement, any manager or managers may, by the affirmative vote of the holders of a majority of all the percentage ownership entitled to vote for the election of managers, 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 10. COMPENSATION. Managers, as such, shall not receive any stated salaries for their services, but by resolution of the Board of Managers, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Managers; provided that nothing herein contained shall be construed to preclude any manager from serving the Company in any other capacity and receiving compensation therefor.

     SECTION 11. DELEGATION OF DUTIES TO CLINICAL BOARDS. The Board of Managers of the Company (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 Company 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 Managers 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.

4

     The Board of Managers has delegated to the Chief Executive Officer of the Company, in accordance with this Operating Agreement, the authority to appoint the Clinical Board. The Board of Managers has delegated to its officers, in accordance with this Operating Agreement, 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 Managers, while maintaining continuing communication with the Clinical Board and Medical Staff.

     The Board of Managers has appointed the Clinical Board to assist and advise the CEO and/or Administrator, the Board of Managers, 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 Managers 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 policies regarding such matters.

     The Board of Managers, 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 Managers 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 Managers, to overrule decisions made by the Clinical Board.

ARTICLE IV

OFFICERS

     SECTION 1. CLASSES. The officers of the Company shall be a President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the Board of Managers, 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 the Board of Managers.

     SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Company shall be elected annually by the Board of Managers at the first meeting of the Board of Managers held after the annual meeting of Members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Vacancies may be filled or new offices created and filled at any meeting of the Board of Managers. 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.

     SECTION 3. REMOVAL. Any officer or agent elected or appointed by the Board of Managers may be removed by the Board of Managers whenever in its judgment the best interest

5

of the Company would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

     SECTION 4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Managers for the unexpired portion of the term.

     SECTION 5. PRESIDENT. The President shall have general charge of the business affairs and property of the Company and general supervision over its officers and agents, If present, he shall preside at all meetings of Members and he shall see that all orders and resolutions of the Board of Managers are carried into effect. He may sign and execute in the name of the Company deeds, mortgages, bonds, contracts, agreements or other instruments duly authorized by the Board of Managers except in cases where the signing and execution thereof shall be expressly delegated by the Board of Managers to some other officer or agent. From time to time, he shall report to the Board of Managers all matters within his knowledge which the interests of the Company may require to be brought to their attention. He shall also perform such other duties as are given to him by this Operating Agreement or as from time to time may be assigned to him by the Board of Managers.

     SECTION 6. VICE PRESIDENTS. The Vice Presidents shall perform such duties as are given to them by this Operating Agreement or as from time to time may be assigned to them by the Board of Managers, the Chairman of the Board, or the President, and, in the order of their seniority, or in any other order as the Board of Managers 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 Company, deeds, mortgages, bonds and other instruments.

     SECTION 7. SECRETARY. The Secretary shall:

     (a) Record all the proceedings of the meetings of the Members, the Board of Managers, 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 this Operating Agreement and as required by statutes;

     (c) Whenever any committee shall be appointed in pursuance of a resolution of the Board of Managers, furnish the Chairman of such committee with a copy of such resolution;

     (d) Be custodian of the records and of the seal of the Company, and cause such seal to be affixed to all instruments the execution of which on behalf of the Company 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;

6

     (f) Have charge of the ownership records of the Company and exhibit such records at all reasonable times to such persons as are entitled by statute to have access thereto;

     (g) In general, perform all duties incident to the office of the Secretary and such other duties as are given to him by this Operating Agreement or as from time to time may he assigned to him by the Board of Managers, the Chairman of the Board or the President.

     SECTION 8. ASSISTANT SECRETARIES. 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 Managers or the Chairman of the Board 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. The Assistant Secretaries shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Secretary.

     SECTION 9. TREASURER. If required by the Board of Managers, 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 Managers shall determine. He shall: (a) have charge and custody of and be responsible for all funds and securities of the Company; receive and give receipts for moneys due and payable to the Company from any source whatsoever, and deposit all such moneys in the name of the Company in such banks, trust companies, or other depositaries as shall be selected in accordance with the provisions of Article V of this Operating Agreement; (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 Managers, the Chairman of the Board or the President.

     SECTION 10. ASSISTANT TREASURERS. 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 Managers or the Chairman of the Board 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. The Assistant Treasurers shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Treasurer.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

     SECTION 1. CONTRACTS. The Board of Managers 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 Company and such authority may be general or confined to specific instances.

7

     SECTION 2. LOANS. No loans shall be contracted on behalf of the Company and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Managers. 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 Company shall be signed by such officer or officers, agent or agents, of the Company and in such manner as shall from time to time be determined by resolution of the Board of Managers.

     SECTION 4. DEPOSITS. All funds of the Company not otherwise employed shall be deposited from time to time to the credit of the Company in such banks, trust companies, or other depositaries as the Board of Managers may select.

ARTICLE VI

TRANSFER OF PERCENTAGE OWNERSHIP

     Transfers of percentage ownership of the Company shall be made only on the books of the Company. The person in whose name percentage ownership stands on the books of the Company shall be deemed the owner thereof for all purposes as regards the Company.

ARTICLE VII

FISCAL YEAR

     The fiscal year of the Company 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 Managers.

ARTICLE VIII

DISTRIBUTIONS

     Prior to the dissolution of the Company, no Member shall have the right to receive any distributions of or return of its capital contribution. All distributions and all allocations of income, gains, losses and credits shall be made in accordance with the percentage ownership of the Members. The Board of Managers may from time to time declare, and the Company may pay, dividends on its percentage ownership in the manner and upon the terms and conditions provided by law and its Articles of Organization. The Members shall not be required to make any additional contributions of capital to the Company, although the Members may from time to time agree to make additional contributions to the Company.

ARTICLE IX

SEAL

     The Board of Managers may provide a company seal in such form as the Board of Managers may prescribe.

8

ARTICLE X

WAIVER OF NOTICE

     Whenever any notice whatsoever is required to be given under the provisions of this Operating Agreement, or under the provisions of the Certificate of Formation, or under the provisions of the Act, 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.

ARTICLE XI

INDEMNIFICATION OF OFFICERS AND MANAGERS

     The Company shall indemnify its officers and managers against all reasonable expenses 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 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 shall extend 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 shall also extend 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 shall not be 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 or managers.

ARTICLE XII

AMENDMENTS

     The Members may alter, amend or rescind this Operating Agreement at any annual or special meeting of Members at which a quorum is present, by the vote of a majority of the percentage ownership represented at such meeting, provided that the notice of such meeting shall have included notice of such proposed amendment. The Board of Managers shall have the power and authority to alter, amend or rescind the Operating Agreement of the Company at any regular or special meeting at which a quorum is present by the vote of a majority of the entire Board of Managers, subject always to the power of the Members to change such action of the managers.

9

     Executed this 1st day of March, 2008.

FARMINGTON HOSPITAL CORPORATION, Sole Member
By:	/s/ D. Andrew Slusser
Name:	D. Andrew Slusser
Title:	Vice President

10

EX-3.29

EXHIBIT 3.29

Secretary of State	DATE: 02/16/07
Division of Business Services	REQUEST NUMBER: 5948-2822
312 Eighth Avenue North	TELEPHONE CONTACT: (615) 741-2286
Floor, William R. Snodgrass Tower	FILE DATE/TIME: 02/16/07 1544
Nashville, TN 37243	EFFECTIVE DATE/TIME: 02/16/07
	CONTROL NUMBER: 0488559

TO: GRANDVIEW PHYSICIAN GROUP, LLC
501 CORPORATE CENTRE
DRIVE S200
FRANKLIN, TN 37067-2662

RE: GRANDVIEW PHYSICIAN GROUP, LLC
ARTICLES OF AMENDMENT — LIMITED LIABILITY COMPANY

THIS WILL ACKNOWLEDGE THE FILING OF THE ATTACHED DOCUMENT WITH AN EFFECTIVE DATE AS INDICATED ABOVE.

WHEN CORRESPONDING WITH THIS OFFICE OR SUBMITTING DOCUMENTS FOR FILING, PLEASE REFER TO THE LIMITED LIABILITY COMPANY CONTROL NUMBER GIVEN ABOVE. PLEASE BE ADVISED THAT THIS DOCUMENT MUST ALSO BE FILED IN THE OFFICE OF THE REGISTER OF DEEDS IN THE COUNTY WHEREIN A LIMITED LIABILITY COMPANY HAS ITS PRINCIPAL OFFICE IF SUCH PRINCIPAL OFFICE IS IN TENNESSEE.

     FOR: ARTICLES OF ORGANIZATION — LIMITED LIABILITY COMPANY                                        ON DATE: 02/16/07

		FEES
FROM:	RECEIVED:	$	20.00	$0.00
WALLER LANSDEN DORTCH & DAVIS (511 UNION	TOTAL PAYMENT RECEIVED:			$20.00
511 UNION ST/#2700
PO BOX 198966	RECEIPT NUMBER:			00004103095
NASHVILLE, TN 37219-8966	ACCOUNT NUMBER:			00000832
[SEAL]

/s/ Riley C. Darnell  

Riley C. Darnell, Secretary of State 

ARTICLES OF AMENDMENT
TO THE
ARTICLES OF ORGANIZATION
OF
GRANDVIEW CARDIOLOGY, LLC

To the Secretary of State of the State of Tennessee:

     Pursuant to the provisions of §48-209-104 of the Tennessee Limited Liability Company Act, Grandview Cardiology, LLC (hereinafter called the “Company”), a limited liability company organized under the laws of the State of Tennessee, hereby submits these Articles of Amendment to its Articles of Organization as follows:

     1. The name of the corporation is Grandview Cardiology, LLC.

     2. Section 1 of the Articles of Organization is hereby amended by deleting Section 1 in its entirety and replacing it with the following:

          1. Name. The name of the Company is Grandview Physician Group, LLC.

     3. This Amendment was duly adopted by the Sole Member of the Company on February 16, 2007.

     4. This Amendment, which will constitute an amendment to the Articles of Organization, is to be effective when filed with the Secretary of State.

     IN WITNESS WHEREOF, the Company has caused these Articles of Amendment to be executed as of February 16, 2007.

SOLE MEMBER:
Capella Healthcare, Inc.
By:	/s/ Howard T. Wall
Title:	Howard T. Wall, Vice President and Secretary

RECEIVED
STATE OF TENNESSEE
2007 FEB 16 PM 3:44
FILED
RILEY DARNELL
SECRETARY OF STATE

Secretary of State	DATE: 03/02/05
Division of Business Services	REQUEST NUMBER: 5373-1051
312 Eighth Avenue North	TELEPHONE CONTACT: (615) 741-2286
Floor, William R. Snodgrass Tower	FILE DATE/TIME: 03/01/05 1232
Nashville, TN 37243	EFFECTIVE DATE/TIME: 03/01/05 1232
	CONTROL NUMBER: 0488559

TO: C T CORPORATION SYSTEM
1201 PEACHTREE ST
SUITE 1240
ATLANTA, GA 30361

RE: GRANDVIEW CARDIOLOGY, LLC
ARTICLES OF ORGANIZATION -
LIMITED LIABILITY COMPANY

CONGRATULATIONS UPON THE FORMATION OF THE LIMITED LIABILITY COMPANY IN THE STATE OF TENNESSEE WHICH IS EFFECTIVE AS INDICATED ABOVE.

A LIMITED LIABILITY COMPANY ANNUAL REPORT MUST BE FILED WITH THE SECRETARY OF STATE ON OR BEFORE THE FIRST DAY OF THE FOURTH MONTH FOLLOWING THE CLOSE OF TH

LIMITED LIABILITY COMPANY’S FISCAL YEAR. ONCE THE FISCAL YEAR HAS BEEN ESTABLISHED, PLEASE PROVIDE THIS OFFICE WITH WRITTEN NOTIFICATION. THIS OFFICE WILL MAIL THE REPORT DURING THE LAST MONTH OF SAID FISCAL YEAR TO THE LIMITED LIABILITY COMPANY AT THE ADDRESS OF ITS PRINCIPAL OFFICE OR TO A MAILING ADDRESS PROVIDED TO THIS OFFICE IN WRITING. FAILURE TO FILE THIS REPORT OR TO MAINTAIN A REGISTERED AGENT AND OFFICE WILL SUBJECT THE LIMITED LIABILITY COMPANY TO ADMINISTRATIVE DISSOLUTION.

WHEN CORRESPONDING WITH THIS OFFICE OR SUBMITTING DOCUMENTS FOR FILING, PLEASE REFER TO THE LIMITED LIABILITY COMPANY CONTROL NUMBER GIVEN ABOVE. PLEASE BE ADVISED THAT THIS DOCUMENT MUST ALSO BE FILED IN THE OFFICE OF THE REGISTER OF DEEDS IN THE COUNTY WHEREIN A LIMITED LIABILITY COMPANY HAS ITS PRINCIPAL OFFICE IF SUCH PRINCIPAL OFFICE IS IN TENNESSEE.

     FOR: ARTICLES OF ORGANIZATION — LIMITED LIABILITY COMPANY                                    ON DATE: 03/01/05

		FEES
FROM:	RECEIVED:	$	300.00	$0.00
C T CORPORATION SYSTEM (ATLANTA, GA.)	TOTAL PAYMENT RECEIVED:			$300.00
1201 PEACHTREE ST NE
SUITE 1240	RECEIPT NUMBER:			00003668226
ATLANTA, GA 30361 — 0000	ACCOUNT NUMBER:			00000009
[SEAL]

/s/ Riley C. Darnell  

Riley C. Darnell, Secretary of State
 

Davidson County CHARTER
Received: 03/02/05 14:49           2 pgs
Fees: 7.00 Taxes: 0.00
20050302-0023102 

STATE OF TENNESSEE
[SEAL]
Department of State
Corporate Filings
312 Eighth Avenue North
6^th Floor, William R. Snodgrass Tower
Nashville, TN 37243

ARTICLES OF
ORGANIZATION
(LIMITED LIABILITY COMPANY)

     The undersigned acting as organizer(s) of a Limited Liability Company under the provisions of the Tennessee Limited Liability Company Act, § 48-205-101, adopts the following Articles of Organization.

1.	The name of the Limited Liability Company is: Grandview Cardiology, LLC
	(NOTE: Pursuant to the provisions of § 48-207-101, each limited Liability Company name must contain the words “Limited Liability Company” or the abbreviation “LLC” or “L.L.C.”)
2.	The name and complete address of the Limited Liability Company’s initial registered agent and office located in the state of Tennessee is:

C T Corporation System

(Name)

800 S. Gay Street, Suite 2021	Knoxville,	TN 37929
(Street Address)	(City)	(State/Zip Code)

Knox
(County)

3. List the name and complete address of each organizer of this Limited Liability Company.

Dora A. Blackwood	One Park Plaza, Nashville, TN 37203
(Name)	(Include: Street Address, City, State and Zip Code)

(Name) (Include: Street Address, City, State and Zip Code)

(Name) (Include: Street Address, City, State and Zip Code)

4.	The Limited Liability Company will be: (NOTE: PLEASE MARK APPLICABLE BOX) þ Board Managed o Member Managed
5.	Number of members at the date of filing one.

6.	If the document is not to be effective upon filing by the Secretary of State, the delayed effective date and time is:
	Date _____________________, _______________, Time __________________ (Not to exceed 90 days.)
7.	The complete address of the Limited Liability Company’s principal executive office is:

One Park Plaza	Nashville	TN/US/37203
(Street Address)	(City)	(State/Country/Zip Code)

8	Period of Duration: perpetual
9.	Other Provisions:
10.	THIS COMPANY IS A NON-PROFIT LIMITED LIABILITY COMPANY (Check if applicable) o

02/25/2005	/s/ Dora A. Blackwood
Signature Date	Signature (manager or member authorized to sign by the Limited Liability Company)
Organizer	Dora A. Blackwood
Signer’s Capacity	Name (typed or printed)

SS-4249 (Rev. 7/01)          Filing Fee: $50 per member (minimum fee = $300, maximum fee = $3,000)     RDA 2458

For Office Use Only
RECEIVED
STATE OF TENNESSEE
Date Filed 03/01/2005 12:32 PM
Riley Darnell
Secretary of State

EX-3.30

EXHIBIT 3.30

Operating Agreement
Of
Grandview Cardiology, LLC

     The undersigned hereby executes this Operating Agreement (“Operating Agreement”) as the sole member (“Member”) Grandview Cardiology, LLC (the “Company”), a Tennessee limited liability company formed on March 1, 2005, pursuant to the provisions of the Tennessee Limited Liability Company Act (“Act”). The Member hereby agrees that the ownership interests in the Company and initial capital contribution of the Member is as follows

Name and Address	Percentage Ownership		Initial Capital Contribution
HTI Hospital Holdings, Inc.		100%	$	1000.00
One Park Plaza
Nashville Tennessee 37203

     The Company may engage in any lawful business permitted by the Act, including without limitation, acquiring, constructing, developing, owning, operating, selling, leasing, financing, and otherwise dealing with real property and healthcare businesses. The term of the Company shall be perpetual.

ARTICLE I

OFFICES

     The principal office of the Company shall be designated from time to time by the Board of Managers. The Company may have offices in addition to its principal place of business as the business of the Company may require from time to time.

     The registered office of the Company 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 Managers.

ARTICLE II

MEMBERS

     SECTION 1. MEETINGS. The annual meeting of Members shall be designated by the Board of Managers, for the purpose of electing managers and for the transaction of such other business as may come before the meeting. If the election of managers 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 Members to be held as soon thereafter as may be convenient. Special meetings of the Members may be called by the Chairman of the Board, the President, by a majority of the members of the Board of Managers or by the holders of not less than one-fifth of the Percentage Ownership of the Company.

     SECTION 2. PLACE OF MEETING. The annual meeting, or any special meeting of the Members, shall be held in Nashville, Tennessee, unless otherwise designated by the Members. A waiver of notice, signed by all Members, may designate any place, either within or without the State of Tennessee, as the place for the holding of such meeting.

     SECTION 3. NOTICE OF MEETINGS. When written or printed notice is required to be given to the Members, such notice shall be given 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 one hour nor more than forty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, the President, the Secretary, or the officer or persons calling the meeting, to each Member 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 in a sealed envelope addressed to the Member at his address as it appears on the records of the Company, with postage thereon prepaid. Notice of a meeting, either annual or special, called for the purpose of electing managers shall be delivered not less than two hours before the meeting.

     SECTION 4. MEETING OF ALL MEMBERS. If all of the Members shall meet at any time and place, either within or without the State, 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 Percentage Ownership of the Company, represented in person or by proxy, shall constitute a quorum at any meeting of Members; provided, that if less than a majority of the Percentage Ownership are represented at said meeting, a majority of the Percentage Ownership so represented may adjourn the meeting from time to time without further notice.

     SECTION 6. PROXIES. At all meetings of Members, a Member may vote by proxy executed in writing by the Member or by its duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Company 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 PERCENTAGE OWNERSHIP. Each percentage of the Percentage Ownership shall be entitled to one vote upon each matter submitted to a vote at a meeting of Members. Percentage Ownership standing in the name of another company, domestic or foreign, may be voted by such officer, agent or proxy as the governing documents of such company may prescribe, or, in the absence of such provision, as such company’s management may determine. In all elections of managers, every Member shall have the right to vote, in person or by proxy, one vote for each percentage of the Percentage Ownership owned by it, for as many persons as there are managers to be elected. All voting shall be on a non-cumulative basis, unless otherwise stated in the Articles of Organization or except as required by applicable state law.

     SECTION 8. INFORMAL ACTION BY MEMBERS. Any action required to be taken at a meeting of the Members 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 Members 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 Members entitled to vote thereon were present and voted with respect to the subject matter thereof.

ARTICLE III

MANAGERS

     SECTION 1. GENERAL POWERS. The business and affairs of the Company shall be managed by its Board of Managers.

     SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of managers of the Company shall be not less than one (1) nor more than ten (10), but may be increased by amendment of this Operating Agreement by the Members. Each manager 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. Managers need not be residents of the state of formation nor need they be the holder of any Percentage Ownership of the Company.

     SECTION 2.1. COMMITTEES OF THE BOARD. The Board of Managers may from time to time appoint such standing or special committees as it may deem for the best interest of the Company, but no such committee shall have any powers, except such as are expressly conferred upon it by the Board of Managers.

     SECTION 3. MEETINGS. A regular meeting of the Board of Managers shall be held without other notice than this Operating Agreement, immediately after, and at the same place, as the annual meeting of Members. Additional regular meetings of the Board of Managers may be held at any time and place designated by them. Special meetings of the Board of Managers may be called by or at the request of the Chairman of the Board or a majority of the managers. Special meetings shall be held, unless otherwise designated by the Board of Managers, in Nashville, Tennessee. Meetings may be held by the managers participating in same by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation constitutes presence in person for all those participating. Whenever the laws of the State authorize or permit managers 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 managers at a meeting.

     SECTION 4. NOTICE. Notice of any special meeting shall be given at least two (2) hours prior thereto by written notice delivered personally or mailed to each manager at his business address, or by facsimile. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by facsimile, such notice shall be deemed to be delivered when the facsimile is transmitted. Any manager may waive

notice of any meeting. The attendance of a manager at any meeting shall constitute a waiver of notice of such meeting, except where a manager 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 Managers need be specified in the notice or waiver of notice of such meeting.

     SECTION 5. QUORUM. A majority of the Board of Managers shall constitute a quorum for the transaction of business at any meeting of the Board of Managers, provided, that if less than a majority of the managers are present at said meeting, a majority of the managers present may adjourn the meeting from time to time without further notice.

     SECTION 6. MANNER OF ACTING. The act of the majority of the managers present at a meeting at which a quorum is present shall be the act of the Board of Managers. Any action required to be taken at a meeting of the Managers 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 Managers 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 Managers entitled to vote thereon were present and voted with respect to the subject matter thereof.

     SECTION 7. VACANCIES. Any vacancy occurring in the Board of Managers or in a position on the Board to be filled by reason of an increase in the number of managers, may be filled by election at an annual meeting or at a special meeting of Members called for that purpose. A manager elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

     SECTION 8. RESIGNATION OF MANAGERS. Any manager may resign at any time by giving written notice of such resignation to the Board of Managers, the Chairman of the Board 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 Managers or one of the above named officers; and, unless specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     SECTION 9. REMOVAL OF MANAGERS. At any special meeting of the Members, duly called as provided in this Operating Agreement, any manager or managers may, by the affirmative vote of the holders of a majority of all the Percentage Ownership entitled to vote for the election of managers, 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 10. COMPENSATION. Managers, as such, shall not receive any stated salaries for their services, but by resolution of the Board of Managers, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Managers; provided that nothing herein contained shall

be construed to preclude any manager from serving the Company in any other capacity and receiving compensation therefor.

     SECTION 11. DELEGATION OF DUTIES TO CLINICAL BOARDS. The Board of Managers of the Company (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 outpatient center(s) (the “Facility”), as the case may be, owned by the Company 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 Managers may delegate certain duties to its officers and to the Board of Trustees of the hospital(s) and/or the Board of Governors of the outpatient 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 Managers 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 Managers, while maintaining continuing communication with the Clinical Board and Medical Staff.

     The Board of Managers has appointed the Clinical Board to assist and advise the CEO and/or Administrator, the Board of Managers, 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 Managers 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 Managers, 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 Managers 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 Managers, to overrule decisions made by the Clinical Board.

ARTICLE IV

OFFICERS

     SECTION 1. CLASSES. The officers of the Company shall be a President, a Secretary, a Treasurer, and, if deemed necessary, expedient or desirable by the Board of

Managers, 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 amendments to this article by the Members.

     SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Company shall be elected annually by the Board of Managers at the first meeting of the Board of Managers held after the annual meeting of Members. If the election of officers shall not be held at such meeting such election shall be held as soon thereafter as convenient. Vacancies may be filled or new offices created and filled at any meeting of the Board of Managers. 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.

     SECTION 3. REMOVAL. Any officer or agent elected or appointed by the Board of Managers may be removed by the Board of Managers whenever in its judgment the best interest of the Company would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

     SECTION 4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Managers for the unexpired portion of the term.

     SECTION 5. PRESIDENT. The President shall have general charge of the business affairs and property of the Company and general supervision over its officers and agents. If present, he shall preside at all meetings of Members and he shall see that all orders and resolutions of the Board of Managers are carried into effect. He may sign and execute in the name of the Company deeds, mortgages, bonds, contracts, agreements or other instruments duly authorized by the Board of Managers except in cases where the signing and execution thereof shall be expressly delegated by the Board of Managers to some other officer or agent. From time to time, he shall report to the Board of Managers all matters within his knowledge which the interests of the Company may require to be brought to their attention. He shall also perform such other duties as are given to him by this Operating Agreement or as from time to time may be assigned to him by the Board of Managers.

     SECTION 6. VICE PRESIDENTS. The Vice Presidents shall perform such duties as are given to them by this Operating Agreement or as from time to time may be assigned to them by the Board of Managers, the Chairman of the Board, or the President, and, in the order of their seniority, or in any other order as the Board of Managers 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 Company, deeds, mortgages, bonds and other instruments.

     SECTION 7. SECRETARY. The Secretary shall:

     (a) Record all the proceedings of the meetings of the Members, the Board of Managers, 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 this Operating Agreement and as required by statutes;

     (c) Whenever any committee shall be appointed in pursuance of a resolution of the Board of Managers furnish the Chairman of such committee with a copy of such resolution;

     (d) Be custodian of the records and of the seal of the Company, and cause such seal to be affixed to all instruments the execution of which on behalf of the Company 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 ownership records of the Company and exhibit such records at all reasonable times to such persons as are entitled by statute to have access thereto;

     (g) In general, perform all duties incident to the office of the Secretary and such other duties as are given to him by this Operating Agreement or as from time to time may be assigned to him by the Board of Managers, the Chairman of the Board or the President.

     SECTION 8. ASSISTANT SECRETARIES. 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 Managers or the Chairman of the Board 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. The Assistant Secretaries shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Secretary.

     SECTION 9. TREASURER. If required by the Board of Managers, 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 Managers shall determine. He shall: (a) have charge and custody of and be responsible for all funds and securities of the Company; receive and give receipts for moneys due and payable to the Company from any source whatsoever, and deposit all such moneys in the name of the Company in such banks, trust companies, or other depositaries as shall be selected in accordance with the provisions of Article V of this Operating Agreement; (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 Managers, the Chairman of the Board or the President.

     SECTION 10. ASSISTANT TREASURERS. 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 Managers or the Chairman of the Board 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. The Assistant Treasurers shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Treasurer.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

     SECTION 1. CONTRACTS. The Board of Managers 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 Company and such authority may be general or confined to specific instances.

     SECTION 2. LOANS. No loans shall be contracted on behalf of the Company and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Managers. 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 Company shall be signed by such officer or officers, agent or agents, of the Company and in such manner as shall from time to time be determined by resolution of the Board of Managers.

     SECTION 4. DEPOSITS. All funds of the Company not otherwise employed shall be deposited from time to time to the credit of the Company in such banks, trust companies, or other depositaries as the Board of Managers may select.

ARTICLE VI

TRANSFER OF PERCENTAGE OWNERSHIP

     Transfers of Percentage Ownership of the Company shall be made only on the books of the Company. The person in whose name Percentage Ownership stand on the books of the Company shall be deemed the owner thereof for all purposes as regards the Company.

ARTICLE VII

FISCAL YEAR

     The fiscal year of the Company 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 Managers.

ARTICLE VIII

DISTRIBUTIONS

     Prior to the dissolution of the Company, no Member shall have the right to receive any distributions of or return of its capital contribution. All distributions and all allocations of income, gains, losses and credits shall be made in accordance with the Percentage Ownership of the Member. The Board of Managers may from time to time declare, and the Company may pay, dividends on its Percentage Ownership in the manner and upon the terms and conditions provided by law and its Articles of Organization. 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 contributions to the Company.

ARTICLE IX

SEAL

     The Board of Managers may provide a company seal in such form as the Board of Managers may prescribe.

ARTICLE X

WAIVER OF NOTICE

     Whenever any notice whatsoever is required to be given under the provisions of this Operating Agreement, or under the provisions of the Certificate of Formation, or under the provisions of the laws of the state of formation, 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.

ARTICLE XI

INDEMNIFICATION OF OFFICERS AND MANAGERS

     The Company shall indemnify its officers and managers against all reasonable expenses 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 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 shall extend 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 shall also extend 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 shall not be 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 or managers.

ARTICLE XII

AMENDMENTS

     The Members may alter, amend or rescind this Operating Agreement by unanimous written consent of all of the Members or at any annual or special meeting of Members at which a quorum is present, by the vote of a majority of the Percentage Ownership represented at such meeting, provided that the notice of such meeting shall have included notice of such proposed amendment. The Board of Managers shall have the power and authority to alter, amend or rescind the Operating Agreement of the Company at any regular or special meeting at which a quorum is present by the vote of a majority of the entire Board of Managers, subject always to the power of the Members to change such action of the managers.

     Executed this 5^th day of May, 2005, but effective as of March 1, 2005.

HTI Hospital Holdings, Inc., sole member
By:	/s/ Dora A. Blackwood
	Dora A. Blackwood
	Vice President and Assistant Secretary

EX-3.31

EXHIBIT 3.31

State of Alabama

     I, Jim Bennett, Secretary of State of the State of Alabama, having custody of the Great and Principal Seal of said State, do hereby certify that pursuant to the provisions of Section 10-2B-4.02, Code of Alabama 1975, and upon an examination of the corporation records on file in this office, the following corporate name is reserved as available:

Hartselle Physicians, Inc.

     This domestic corporation name is proposed to be incorporated in Jefferson County and is for the exclusive use of Kathy Slayman, 3761 Venture Drive Suite 260, Duluth, GA 30136 for a period of one hundred twenty days beginning May 24, 1996 and expiring September 22, 1996.

In Testimony Whereof, I have hereunto set my hand and affixed the Great Seal of the State, at the Capitol, in the City of Montgomery, on this day.

05/24/1996

/s/ Jim Bennett  

Jim Bennett, Secretary of State 

[SEAL]	Received 6/24/1996
	Secretary of State
		180461
	_____      checked by:
	WP                     TC

ARTICLES OF INCORPORATION

OF

HARTSELLE PHYSICIANS, INC.

     The undersigned natural person of the age of eighteen years or more, acting as incorporator of a corporation under the Alabama Business Corporation Act (the “Corporation Act”), does hereby adopt the following Articles of Incorporation for such corporation:

     ARTICLE ONE: The name of the Corporation is Hartselle Physicians, Inc.

     ARTICLE TWO: The period of its duration is perpetual.

     ARTICLE THREE: The purpose for which the Corporation is organized is to engage in the transaction of any or all lawful business for which corporations may be incorporated under the Corporation Act.

     ARTICLE FOUR: The aggregate number of shares which the Corporation shall have authority to issue is One Thousand (1,000) shares of $.01 par value per share common stock.

     ARTICLE FIVE: The street address of its initial registered office is 57 Adams Avenue, Montgomery, Alabama 36104, and the name of its initial registered agent at such address is CSC-Lawyers Incorporating Service Incorporated.

     ARTICLE SIX: The number of directors of the Corporation may be fixed by the Bylaws.

     The number of directors constituting the initial board of directors is two (2), and the names and addresses of the persons who are to serve as initial directors until the first annual meeting of the shareholders or until a successor is elected and qualified are:

Tyree G. Wilburn	T. Mark Buford
155 Franklin Road, Suite 400	155 Franklin Road, Suite 400
Brentwood, TN 37027	Brentwood, TN 37027

     ARTICLE SEVEN: The name and address of the incorporator is:

Robin J. Payton
414 Union Street, Suite 1600
Nashville, Tennessee 37219

     ARTICLE EIGHT: To the fullest extent permitted by Alabama law, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except liability for (i) the amount of financial benefit received by a director to which he or she is not entitled; (ii) an intentional infliction of harm on the Corporation or the shareholders of the Corporation; (iii) a violation of Section 10-2B-8.33 of the Corporation Act; (iv) an intentional violation of criminal law; or (v) a breach of the director’s duty of loyalty to the Corporation or the shareholders of the Corporation. If the Corporation Act is amended hereafter 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 Corporation Act, as so amended.

     Any repeal or modification of the foregoing paragraph 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.

     ARTICLE NINE: A. Rights to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, or is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director or officer 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 Corporation Act 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, without limitation, attorneys’ fees, judgments, fines, excise taxes or penalties and amounts paid or to be paid in settlement) incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue with respect to an indemnitee who has ceased to be a director or officer and shall inure to the benefit of the indemnitee’s heirs, executors and administrators; provided, however, that except as provided in paragraph (B) hereof with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding initiated by such indemnitee only if such proceeding was authorized by the board of directors of the Corporation. The right to indemnification conferred in this Article shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, an advancement of expenses incurred by an indemnitee shall be made only in accordance with the Corporation Act, including the requirement of the 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 Article or otherwise.

     B. Right of Indemnitee to Bring Suit. If a claim under paragraph (A) of this Article is not paid in full by the Corporation within sixty days after a written claim has been received by the Corporation (except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty days), the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suite the indemnitee shall also be entitled to be paid the expense of prosecuting or defending such suit. In (i) any suit brought by The indemnitee to enforce a right to indemnification hereunder (but not a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met the applicable standard of conduct set forth in the Corporation Act. 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 suit that indemnification of the indemnitee has met the applicable standard of conduct set forth in the Corporation Act, nor an actual determination by the Corporation (including its board of directors, independent legal counsel or its stockholders) that the indemnitee has not met such applicable standard of conduct, or in the case of such a suit brought by the indemnitee, shall be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled under this Article or otherwise to be indemnified, or to such advancement of expenses, shall be on the Corporation.

     C. Non-Exclusivity of Rights. The rights to indemnification and to the advancement of expenses conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under the Corporation Act, these Articles of Incorporation, or any Bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

     D. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any directors, officers, employee or agent, of the Corporation against any expense, liability or loss, to the extent permitted under the Corporation Act.

     E. Indemnity of Employees and Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the board of directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article or as otherwise permitted under the Corporation Act with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.

     ARTICLE TEN: The Bylaws of the Corporation may be altered, amended or repealed or new Bylaws may be adopted by the board of directors.

     IN WITNESS WHEREOF, I have hereunto set my hand, this 12th day of June, 1996.

/s/ Robin J. Payton Robin J. Payton, Incorporator

414 Union Street

Suite 1600

Nashville, Tennessee 37219

Corp 0197 Page 0296

State of Alabama
Filed: 6/14/1999 1:05 PM
 

/s/ Walter Hobbs, Jr.  

Walter Hobbs, Jr. 

Judge of Probate 

Index: 5.00
Fee: 35.00
6/14/96     3933     40.00

EX-3.32

EXHIBIT 3.32

Adopted: March 1, 2008

AMENDED AND RESTATED
BY-LAWS
OF
HARTSELLE PHYSICIANS INC.

ARTICLE I

OFFICES

     The principal office of Hartselle Physicians Inc. (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.

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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 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

3

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 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.

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     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.

     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

5

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 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

6

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.

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

7

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.

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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-3.33

EXHIBIT 3.33

Delaware

The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “JACKSONVILLE MEDICAL PROFESSIONAL SERVICES, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE TWENTY—EIGHTH DAY OF NOVEMBER, A.D. 2006, AT 9:15 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, “JACKSONVILLE MEDICAL PROFESSIONAL SERVICES, LLC”.

/s/ Harriett Smith Windsor  

Harriet Smith Windsor, Secretary of State 

4257865 8100H	AUTHENTICATION: 6210719
071286240	Date: 12-05-07

CERTIFICATE OF FORMATION

OF

JACKSONVILLE MEDICAL PROFESSIONAL SERVICES, LLC

Under Section 18-201 of the
Delaware Limited Liability Company Act

     FIRST: The name of the limited liability company is JACKSONVILLE MEDICAL PROFESSIONAL SERVICES, LLC (the “Company).

     SECOND: The address of the registered office of the Company in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle.

     THIRD: The name and address of the registered agent for service process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of November 27, 2006.

By:	/s/ Rebecca Hurley
Name: Rebecca Hurley
Title:   Authorized Person

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

DELIVERED 09:15 AM 11/28/2006

FILED 09:15 AM 11/28/2006

SRV 061081767 — 4257865 FILE

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF FORMATION

OF

JACKSONVILLE MEDICAL PROFESSIONAL SERVICES, LLC

     The undersigned authorized person, desiring to amend the Certificate of Formation of Jacksonville Medical Professional Services, LLC (the “LLC”) pursuant to Section 18-202 of the Delaware Limited Liability Company Act does hereby certify as follows:

     1. The name of the LLC is Jacksonville Medical Professional Services, LLC, and its Certificate of Formation was filed on November 28, 2006, with the Delaware Secretary of State.

     2. The Certificate of Formation of the LLC is hereby amended as follows:

     SECOND: The address of the registered office of the Company in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

     THIRD: The name and address of the registered agent for service of process on the LLC in the state of Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

     6. This Certificate of Amendment shall be effective upon its filing with the Delaware Secretary of State.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment this 29^th day of February, 2008.

By:	/s/ Denise W. Warren
Name: Denise W. Warren, Authorized Person

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

DELIVERED 04:16 PM 03/03/2008

FILED 03:12 PM 03/03/2008

SRV 080275719 — 4257865 FILE

EX-3.34

EXHIBIT 3.34

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
JACKSONVILLE MEDICAL PROFESSIONAL SERVICES LLC

     The undersigned hereby executes this Amended and Restated Limited Liability Company Agreement (the “Agreement”) as the sole member (“Member”) of Jacksonville Medical Professional Services LLC (the “Company”), an Delaware limited liability company formed on November 28, 2006, pursuant to the provisions of the Delaware Limited Liability Company Act (“Act”).

     The Company may engage in any lawful business permitted by the Act, including without limitation, acquiring, constructing, developing, owning, operating, selling, leasing, financing, and otherwise dealing with real property and healthcare businesses. The term of the Company shall be perpetual.

ARTICLE I

OFFICES

     The principal office of the Company shall be designated from time to time by the Board of Managers. The Company may have offices in addition to its principal place of business as the business of the Company may require from time to time.

     The registered office of the Company 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 Managers.

ARTICLE II

MEMBERS

     SECTION 1. MEETINGS. The annual meeting of Members shall be designated by the Board of Managers for the purpose of electing managers and for the transaction of such other business as may come before the meeting. If the election of managers 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 Members to be held as soon thereafter as may be convenient. Special meetings of the Members may be called by the Chairman of the Board, the President, by a majority of the members of the Board of Managers or by the holders of not less than one-fifth of the percentage ownership of the Company.

     SECTION 2. PLACE OF MEETING. The annual meeting, or any special meeting of the Members, shall be held in Nashville, Tennessee, unless otherwise designated by them. A waiver of notice signed by all Members may designate any place either within or without the State as the place for the holding of such meeting. If a special meeting be otherwise called, the place of meeting shall be the office of the

Company in the State of Tennessee except as otherwise provided in Section 5 of this Article.

     SECTION 3. NOTICE OF MEETINGS. When written or printed notice is required to be given to the Members, such notice shall be given 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 one hour nor more than forty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, the President, the Secretary, or the officer or persons calling the meeting to each Member 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 in a sealed envelope addressed to the Member at his address as it appears on the records of the Company with postage thereon prepaid. Notice of a meeting, either annual or special, called for the purpose of electing managers shall be delivered not less than two hours before the meeting.

     SECTION 4. MEETING OF ALL MEMBERS. If all of the Members shall meet at any time and place, either within or without the State, 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 percentage ownership of the Company, represented in person or by proxy, shall constitute a quorum at any meeting of Members; provided, that if less than a majority of the percentage ownership are represented at said meeting, a majority of the percentage ownership so represented may adjourn the meeting from time to time without further notice.

     SECTION 6. PROXIES. At all meetings of Members, a Member may vote by proxy executed in writing by the Member or by its duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Company 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 PERCENTAGE OWNERSHIP. Each percentage of the percentage ownership shall be entitled to one vote upon each matter submitted to a vote at a meeting of Members. Percentage ownership standing in the name of another company, domestic or foreign, may be voted by such officer, agent or proxy as the governing documents of such company may prescribe, or, in the absence of such provision, as such company’s management may determine. In all elections of managers, every Member shall have the right to vote in person or by proxy one vote for each percentage of the percentage ownership owned by it, for as many persons as there are managers to be elected. All voting shall be on a non-cumulative basis unless otherwise stated in the Articles of Organization or except as required by applicable state law.

     SECTION 8. INFORMAL ACTION BY MEMBERS. Any action required to be taken at a meeting of the Members 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,

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shall be signed by the Members 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 Members entitled to vote thereon were present and voted with respect to the subject matter thereof.

ARTICLE III

MANAGERS

     SECTION 1. GENERAL POWERS. The business and affairs of the Company shall be managed by its Board of Managers.

     SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of managers of the Company shall be not less than one (1) nor more than ten (10), but may be increased by amendment of this Agreement by the Members. Each manager 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. Managers need not be residents of the state of formation nor need they be the holder of any percentage ownership of the Company.

     SECTION 2.1 COMMITTEES OF THE BOARD. The Board of Managers may from time to time appoint such standing or special committees as it may deem for the best interest of the Company, but no such committee shall have any powers, except such as are expressly conferred upon it by the Board of Managers.

     SECTION 3. MEETINGS. A regular meeting of the Board of Managers shall be held without other notice than this Agreement, immediately after, and at the same place, as the annual meeting of Members. Additional regular meetings of the Board of Managers may be held at any time and place designated by them. Special Meetings of the Board of Managers may be called by or at the request of the Chairman of the Board or a majority of the managers. Special meetings shall be held unless otherwise designated by the Board of Managers in Nashville, Tennessee. Meetings may be held by the managers participating in same by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation constitutes presence in person for all those participating. Whenever the Act authorizes or permits managers 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 managers at a meeting.

     SECTION 4. NOTICE. Notice of any special meeting shall be given at least two (2) hours prior thereto by written notice delivered personally or mailed to each manager at his business address, or by facsimile. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed with postage thereon prepaid. If notice be given by facsimile, such notice shall be deemed to be delivered when the facsimile is transmitted. Any manager may waive notice of any meeting. The attendance of a manager at any meeting shall constitute a waiver of notice of such meeting, except where a manager attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not

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lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Managers need be specified in the notice or waiver of notice of such meeting.

     SECTION 5. QUORUM. A majority of the Board of Managers shall constitute a quorum for the transaction of business at any meeting of the Board of Managers, provided, that if less than a majority of the managers are present at said meeting, a majority of the managers present may adjourn the meeting from time to time without further notice.

     SECTION 6. MANNER OF ACTING. The act of the majority of the managers present at a meeting at which a quorum is present shall be the act of the Board of Managers. Any action required to be taken at a meeting of the Managers 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 Managers 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 Managers entitled to vote thereon were present and voted with respect to the subject matter thereof.

     SECTION 7. VACANCIES. Any vacancy occurring in the Board of Managers or in a position on the Board to be filled by reason of an increase in the number of managers, may be filled by election at an annual meeting or at a special meeting of Members called for that purpose. A manager elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

     SECTION 8. RESIGNATION OF MANAGERS. Any manager may resign at any time by giving written notice of such resignation to the Board of Managers, the Chairman of the Board 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 Managers or one of the above named officers; and unless specified therein the acceptance of such resignation shall not be necessary to make it effective.

     SECTION 9. REMOVAL OF MANAGERS. At any special meeting of the Members, duly called as provided in this Agreement, any manager or managers may, by the affirmative vote of the holders of a majority of all the percentage ownership entitled to vote for the election of managers, 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 10. COMPENSATION. Managers, as such, shall not receive any stated salaries for their services, but by resolution of the Board of Managers, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Managers; provided that nothing herein contained shall be construed to preclude any manager from serving the Company in any other capacity and receiving compensation therefor.

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     SECTION 11. DELEGATION OF DUTIES TO CLINICAL BOARDS. The Board of Managers of the Company 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 Company 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 Managers 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 Managers has delegated to the Chief Executive Officer of the Company, in accordance with this Agreement, the authority to appoint the Clinical Board. The Board of Managers has delegated to its officers, in accordance with this Agreement, 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 Managers, while maintaining continuing communication with the Clinical Board and Medical Staff.

     The Board of Managers has appointed the Clinical Board to assist and advise the CEO and/or Administrator, the Board of Managers, 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 Managers 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 policies regarding such matters.

     The Board of Managers, 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 Managers 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 Managers, to overrule decisions made by the Clinical Board.

ARTICLE IV

OFFICERS

     SECTION 1. CLASSES. The officers of the Company shall be a President, a Secretary, a Treasurer, and if deemed necessary, expedient, or desirable by the Board of Managers, an Executive Vice President, one or more Senior Vice Presidents, one or more

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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 the Board of Managers.

     SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Company shall be elected annually by the Board of Managers at the first meeting of the Board of Managers held after the annual meeting of Members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Vacancies may be filled or new offices created and filled at any meeting of the Board of Managers. 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.

     SECTION 3. REMOVAL. Any officer or agent elected or appointed by the Board of Managers may be removed by the Board of Managers whenever in its judgment the best interest of the Company would be served thereby, but such removal shall be without prejudice to the contract rights if any of the person so removed.

     SECTION 4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Managers for the unexpired portion of the term.

     SECTION 5. PRESIDENT. The President shall have general charge of the business affairs and property of the Company and general supervision over its officers and agents. If present, he shall preside at all meetings of Members and he shall see that all orders and resolutions of the Board of Managers are carried into effect. He may sign and execute in the name of the Company deeds, mortgages, bonds, contracts, agreements or other instruments duly authorized by the Board of Managers except in cases where the signing and execution thereof shall be expressly delegated by the Board of Managers to some other officer or agent. From time to time, he shall report to the Board of Managers all matters within his knowledge which the interests of the Company may require to be brought to their attention. He shall also perform such other duties as are given to him by this Agreement or as from time to time may be assigned to him by the Board of Managers.

     SECTION 6. VICE PRESIDENTS. The Vice Presidents shall perform such duties as are given to them by this Agreement or as from time to time may be assigned to them by the Board of Managers, the Chairman of the Board, or the President, and, in the order of their seniority, or in any other order as the Board of Managers 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 Company, deeds, mortgages, bonds and other instruments.

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     SECTION 7. SECRETARY. The Secretary shall:

     (a) Record all the proceedings of the meetings of the Members, the Board of Managers, 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 this Agreement and as required by statutes;

     (c) Whenever any committee shall be appointed in pursuance of a resolution of the Board of Managers, furnish the Chairman of such committee with a copy of such resolution;

     (d) Be custodian of the records and of the seal of the Company, and cause such seal to be affixed to all instruments the execution of which on behalf of the Company 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 ownership records of the Company and exhibit such records at all reasonable times to such persons as are entitled by statute to have access thereto;

     (g) In general, perform all duties incident to the office of the Secretary and such other duties as are given to him by this Agreement or as from time to time may be assigned to him by the Board of Managers, the Chairman of the Board or the President.

     SECTION 8. ASSISTANT SECRETARIES. 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 Managers or the Chairman of the Board 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. The Assistant Secretaries shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Secretary.

     SECTION 9. TREASURER. If required by the Board of Managers, 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 Managers shall determine. He shall: (a) have charge and custody of and be responsible for all funds and securities of the Company; receive and give receipts for moneys due and payable to the Company from any source whatsoever, and deposit all such moneys in the name of the Company in such banks, trust companies, or other depositaries as shall be selected in accordance with the provisions of Article V of this Agreement; (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 Managers the Chairman of the Board or the President.

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     SECTION 10. ASSISTANT TREASURERS. 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 Managers or the Chairman of the Board 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. The Assistant Treasurers shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Treasurer.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

     SECTION 1. CONTRACTS. The Board of Managers 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 Company and such authority may be general or confined to specific instances.

     SECTION 2. LOANS. No loans shall be contracted on behalf of the Company and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Managers. 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 Company shall be signed by such officer or officers, agent or agents, of the Company and in such manner as shall from time to time be determined by resolution of the Board of Managers.

     SECTION 4. DEPOSITS. All funds of the Company not otherwise employed shall be deposited from time to time to the credit of the Company in such banks, trust companies, or other depositaries as the Board of Managers may select.

ARTICLE VI

TRANSFER OF PERCENTAGE OWNERSHIP

     Transfers of percentage ownership of the Company shall be made only on the books of the Company. The person in whose name percentage ownership stands on the books of the Company shall be deemed the owner thereof for all purposes as regards the Company.

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ARTICLE VII

FISCAL YEAR

     The fiscal year of the Company 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 Managers.

ARTICLE VIII

DISTRIBUTIONS

     Prior to the dissolution of the Company, no Member shall have the right to receive any distributions of or return of its capital contribution. All distributions and all allocations of income, gains, losses and credits shall be made in accordance with the percentage ownership of the Members. The Board of Managers may from time to time declare and the Company may pay dividends on its percentage ownership in the manner and upon the terms and conditions provided by law and its Articles of Organization. The Members shall not be required to make any additional contributions of capital to the Company, although the Members may from time to time agree to make additional contributions to the Company.

ARTICLE IX

SEAL

     The Board of Managers may provide a company seal in such form as the Board of Managers may prescribe.

ARTICLE X

WAIVER OF NOTICE

     Whenever any notice whatsoever is required to be given under the provisions of this Agreement, or under the provisions of the Certificate of Formation, or under the provisions of the Act, 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.

ARTICLE XI

INDEMNIFICATION OF OFFICERS AND MANAGERS

     The Company shall indemnify its officers and managers against all reasonable expenses 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 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

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duties. Such indemnification shall extend 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 shall also extend 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 shall not be 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 or managers.

ARTICLE XII

AMENDMENTS

     The Members may alter, amend or rescind this Agreement at any annual or special meeting of Members at which a quorum is present, by the vote of a majority of the percentage ownership represented at such meeting, provided that the notice of such meeting shall have included notice of such proposed amendment. The Board of Managers shall have the power and authority to alter, amend or rescind the Agreement of the Company at any regular or special meeting at which a quorum is present by the vote of a majority of the entire Board of Managers, subject always to the power of the Members to change such action of the managers.

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     Executed this 29^th day of February, 2008.

CAPELLA HEALTHCARE INC., Sole Member
By:	/s/ D. Andrew Slusser
Name: D. Andrew Slusser
Title:   Vice President

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EX-3.35

EXHIBIT 3.35

Delaware

The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF FORMATION OF “JACKSONVILLE SURGICAL AND MEDICAL AFFILIATES, LLC”, FILED IN THIS OFFICE ON THE TWENTY-EIGHTH DAY OF AUGUST, A.D. 2008, AT 8:29 O’CLOCK P.M.

/s/ Harriett Smith Windsor  

Harriet Smith Windsor, Secretary of State 

4593826 8100	AUTHENTICATION: 6822750
080912726	Date: 08-29-08

CERTIFICATE OF FORMATION

OF

JACKSONVILLE SURGICAL AND MEDICAL AFFILIATES, LLC

     Pursuant to Section 18-201 of the Delaware Limited Liability Company Act (the “Act”), the undersigned, desiring to form a limited liability company, does hereby certify as follows:

     1. The name of the limited liability company is JACKSONVILLE SURGICAL AND MEDICAL AFFILIATES, 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, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

     3. The LLC shall have the power and authority to carry on any business permitted by, and to have and exercise all of the powers and rights conferred by, the Act as amended from time to time or any successor provisions thereto.

     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 28^th day of August, 2008.

/s/ David C. Head  

David C. Head, Authorized Person 

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

DELIVERED 08:36 PM 08/28/2008

FILED 08:29 PM 08/28/2008

SRV 080912726 — 4593826 FILE

EX-3.36

EXHIBIT 3.36

LIMITED LIABILITY COMPANY AGREEMENT OF
JACKSONVILLE SURGICAL AND MEDICAL AFFILIATES LLC

     The undersigned hereby executes this Limited Liability Company Agreement (“LLC Agreement”) as the sole member (“Member”) of Jacksonville Surgical and Medical Affiliates LLC (the “Company”), a Delaware limited liability company formed on August 28, 2008, pursuant to the provisions of the Delaware Limited Liability Company Act (“Act”).

     The Company may engage in any lawful business permitted by the Act, including without limitation, acquiring, constructing, developing, owning, operating, selling, leasing, financing and otherwise dealing with real property and healthcare businesses. The term of the Company shall be perpetual.

ARTICLE I

OFFICES

     The principal office of the Company shall be designated from time to time by the Board of Managers. The Company may have offices in addition to its principal place of business as the business of the Company may require from time to time.

     The registered office of the Company 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 Managers.

ARTICLE II

MEMBERS

     SECTION 1. MEETINGS. The annual meeting of Members shall be designated by the Board of Managers for the purpose of electing managers and for the transaction of such other business as may come before the meeting. If the election of managers 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 Members to be held as soon thereafter as may be convenient. Special meetings of the Members may be called by the Chairman of the Board, the President, by a majority of the members of the Board of Managers or by the holders of not less than one-fifth of the percentage ownership of the Company.

     SECTION 2. PLACE OF MEETING. The annual meeting or any special meeting of the Members shall be held in Nashville Tennessee unless otherwise designated by them. A waiver of notice signed by all Members may designate any place either within or without the State as the place for the holding of such meeting. If a special meeting be otherwise called, the place of meeting shall be the office of the Company in the State of Tennessee except as otherwise provided in Section 5 of this Article.

     SECTION 3. NOTICE OF MEETINGS. When written or printed notice is required to be given to the Members, such notice shall be given 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 one hour nor more than forty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, the President, the Secretary, or the officer or persons calling the meeting to each Member 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 in a sealed envelope addressed to the Member at his address as it appears on the records of the Company with postage thereon prepaid. Notice of a meeting, either annual or special, called for the purpose of electing managers shall be delivered not less than two hours before the meeting.

     SECTION 4. MEETING OF ALL MEMBERS. If all of the Members shall meet at any time and place, either within or without the State, 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 percentage ownership of the Company represented in person or by proxy, shall constitute a quorum at any meeting of Members; provided, that if less than a majority of the percentage ownership are represented at said meeting, a majority of the percentage ownership so represented may adjourn the meeting from time to time without further notice.

     SECTION 6. PROXIES. At all meetings of Members, a Member may vote by proxy executed in writing by the Member or by its duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Company 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 PERCENTAGE OWNERSHIP. Each percentage of the percentage ownership shall be entitled to one vote upon each matter submitted to a vote at a meeting of Members. Percentage ownership standing in the name of another company, domestic or foreign, may be voted by such officer, agent or proxy as the governing documents of such company may prescribe, or, in the absence of such provision, as such company’s management may determine. In all elections of managers, every Member shall have the right to vote in person or by proxy one vote for each percentage of the percentage ownership owned by it, for as many persons as there are managers to be elected. All voting shall be on a non-cumulative basis unless otherwise stated in the Articles of Organization or except as required by applicable state law.

     SECTION 8. INFORMAL ACTION BY MEMBERS. Any action required to be taken at a meeting of the Members 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 Members 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 Members entitled to vote thereon were present and voted with respect to the subject matter thereof.

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ARTICLE III

MANAGERS

     SECTION 1. GENERAL POWERS. The business and affairs of the Company shall be managed by its Board of Managers.

     SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of managers of the Company shall be not less than one (1) nor more than ten (10), but may be increased by amendment of this LLC Agreement by the Members. Each manager 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. Managers need not be residents of the state of formation nor need they be the holder of any percentage ownership of the Company.

     SECTION 2.1 COMMITTEES OF THE BOARD. The Board of Managers may from time to time appoint such standing or special committees as it may deem for the best interest of the Company, but no such committee shall have any powers, except such as are expressly conferred upon it by the Board of Managers.

     SECTION 3. MEETINGS. A regular meeting of the Board of Managers shall be held without other notice than this LLC Agreement, immediately after, and at the same place, as the annual meeting of Members. Additional regular meetings of the Board of Managers may be held at any time and place designated by them. Special Meetings of the Board of Managers may be called by or at the request of the Chairman of the Board or a majority of the managers. Special meetings shall be held unless otherwise designated by the Board of Managers in Nashville, Tennessee. Meetings may be held by the managers participating in same by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation constitutes presence in person for all those participating. Whenever the Act authorizes or permits managers 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 managers at a meeting.

     SECTION 4. NOTICE. Notice of any special meeting shall be given at least two (2) hours prior thereto by written notice delivered personally or mailed to each manager at his business address, or by facsimile. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed with postage thereon prepaid. If notice be given by facsimile, such notice shall be deemed to be delivered when the facsimile is transmitted. Any manager may waive notice of any meeting. The attendance of a manager at any meeting shall constitute a waiver of notice of such meeting, except where a manager 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 Managers need be specified in the notice or waiver of notice of such meeting.

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     SECTION 5. QUORUM. A majority of the Board of Managers shall constitute a quorum for the transaction of business at any meeting of the Board of Managers, provided, that if less than a majority of the managers are present at said meeting, a majority of the managers present may adjourn the meeting from time to time without further notice.

     SECTION 6. MANNER OF ACTING. The act of the majority of the managers present at a meeting at which a quorum is present shall be the act of the Board of Managers. Any action required to be taken at a meeting of the Managers 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 Managers 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 Managers entitled to vote thereon were present and voted with respect to the subject matter thereof.

     SECTION 7. VACANCIES. Any vacancy occurring in the Board of Managers or in a position on the Board to be filled by reason of an increase in the number of managers, may be filled by election at an annual meeting or at a special meeting of Members called for that purpose. A manager elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

     SECTION 8. RESIGNATION OF MANAGERS. Any manager may resign at any time by giving written notice of such resignation to the Board of Managers, the Chairman of the Board 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 Managers or one of the above named officers; and unless specified therein the acceptance of such resignation shall not be necessary to make it effective.

     SECTION 9. REMOVAL OF MANAGERS. At any special meeting of the Members, duly called as provided in this LLC Agreement, any manager or managers may, by the affirmative vote of the holders of a majority of all the percentage ownership entitled to vote for the election of managers, 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 10. COMPENSATION. Managers, as such, shall not receive any stated salaries for their services, but by resolution of the Board of Managers, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Managers; provided that nothing herein contained shall be construed to preclude any manager from serving the Company in any other capacity and receiving compensation therefor.

     SECTION 11. DELEGATION OF DUTIES TO CLINICAL BOARDS. The Board of Managers of the Company 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 Company and/or Partnership and retains ultimate responsibility for the Facility’s

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compliance with all applicable federal, state, and local laws and regulations. The Board of Managers 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 Managers has delegated to the Chief Executive Officer of the Company, in accordance with this Operating Agreement the authority to appoint the Clinical Board. The Board of Managers has delegated to its officers, in accordance with this Operating Agreement, 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 Managers, while maintaining continuing communication with the Clinical Board and Medical Staff.

     The Board of Managers has appointed the Clinical Board to assist and advise the CEO and/or Administrator, the Board of Managers, 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 Managers 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 policies regarding such matters.

     The Board of Managers, 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 Managers 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 Managers, to overrule decisions made by the Clinical Board.

ARTICLE IV

OFFICERS

     SECTION 1. CLASSES. The officers of the Company shall be a President, a Secretary, a Treasurer, and if deemed necessary, expedient or desirable by the Board of Managers, 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 the Board of Managers.

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     SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Company shall be elected annually by the Board of Managers at the first meeting of the Board of Managers held after the annual meeting of Members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Vacancies may be filled or new offices created and filled at any meeting of the Board of Managers. 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.

     SECTION 3. REMOVAL. Any officer or agent elected or appointed by the Board of Managers may be removed by the Board of Managers whenever in its judgment the best interest of the Company would be served thereby, but such removal shall be without prejudice to the contract rights if any of the person so removed.

     SECTION 4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Managers for the unexpired portion of the term.

     SECTION 5. PRESIDENT. The President shall have general charge of the business affairs and property of the Company and general supervision over its officers and agents. If present, he shall preside at all meetings of Members and he shall see that all orders and resolutions of the Board of Managers are carried into effect. He may sign and execute in the name of the Company deeds, mortgages, bonds, contracts, agreements or other instruments duly authorized by the Board of Managers except in cases where the signing and execution thereof shall be expressly delegated by the Board of Managers to some other officer or agent. From time to time, he shall report to the Board of Managers all matters within his knowledge which the interests of the Company may require to be brought to their attention. He shall also perform such other duties as are given to him by this LLC Agreement or as from time to time may be assigned to him by the Board of Managers.

     SECTION 6. VICE PRESIDENTS. The Vice Presidents shall perform such duties as are given to them by this LLC Agreement or as from time to time may be assigned to them by the Board of Managers, the Chairman of the Board, or the President, and, in the order of their seniority, or in any other order as the Board of Managers 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 Company, deeds, mortgages, bonds, and other instruments.

     SECTION 7. SECRETARY. The Secretary shall:

     (a) Record all the proceedings of the meetings of the Members, the Board of Managers, 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 this LLC Agreement and as required by statutes;

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     (c) Whenever any committee shall be appointed in pursuance of a resolution of the Board of Managers, furnish the Chairman of such committee with a copy of such resolution;

     (d) Be custodian of the records and of the seal of the Company, and cause such seal to be affixed to all instruments the execution of which on behalf of the Company 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 ownership records of the Company and exhibit such records at all reasonable times to such persons as are entitled by statute to have access thereto;

     (g) In general, perform all duties incident to the office of the Secretary and such other duties as are given to him by this LLC Agreement or as from time to time may be assigned to him by the Board of Managers, the Chairman of the Board, or the President.

     SECTION 8. ASSISTANT SECRETARIES. 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 Managers or the Chairman of the Board 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. The Assistant Secretaries shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Secretary.

     SECTION 9. TREASURER. If required by the Board of Managers, 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 Managers shall determine. He shall: (a) have charge and custody of and be responsible for all funds and securities of the Company, receive and give receipts for moneys due and payable to the Company from any source whatsoever, and deposit all such moneys in the name of the Company in such banks, trust companies, or other depositaries as shall be selected in accordance with the provisions of Article V of this LLC Agreement; (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 Managers the Chairman of the Board or the President.

     SECTION 10. ASSISTANT TREASURERS. 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 Managers or the Chairman of the Board 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. The Assistant Treasurers shall perform such other duties as from time to time

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may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Treasurer.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

     SECTION 1. CONTRACTS. The Board of Managers 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 Company and such authority may be general or confined to specific instances.

     SECTION 2. LOANS. No loans shall be contracted on behalf of the Company and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Managers. 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 Company shall be signed by such officer or officers, agent or agents, of the Company and in such manner as shall from time to time be determined by resolution of the Board of Managers.

     SECTION 4. DEPOSITS. All funds of the Company not otherwise employed shall be deposited from time to time to the credit of the Company in such banks, trust companies, or other depositaries as the Board of Managers may select.

ARTICLE VI

TRANSFER OF PERCENTAGE OWNERSHIP

     Transfers of percentage ownership of the Company shall be made only on the books of the Company. The person in whose name percentage ownership stands on the books of the Company shall be deemed the owner thereof for all purposes as regards the Company.

ARTICLE VII

FISCAL YEAR

     The fiscal year of the Company 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 Managers.

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ARTICLE VIII

DISTRIBUTIONS

     Prior to the dissolution of the Company, no Member shall have the right to receive any distributions of or return of its capital contribution. All distributions and all allocations of income, gains, losses and credits shall be made in accordance with the percentage ownership of the Members. The Board of Managers may from time to time declare and the Company may pay dividends on its percentage ownership in the manner and upon the terms and conditions provided by law and its Articles of Organization. The Members shall not be required to make any additional contributions of capital to the Company, although the Members may from time to time agree to make additional contributions to the Company.

ARTICLE IX

SEAL

     The Board of Managers may provide a company seal in such form as the Board of Managers may prescribe.

ARTICLE X

WAIVER OF NOTICE

     Whenever any notice whatsoever is required to be given under the provisions of this LLC Agreement, or under the provisions of the Certificate of Formation, or under the provisions of the Act, 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.

ARTICLE XI

INDEMNIFICATION OF OFFICERS AND MANAGERS

     The Company shall indemnify its officers and managers against all reasonable expenses 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 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 shall extend 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 shall also extend 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

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of such officers or managers. Such right of indemnification shall not be 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 or managers.

ARTICLE XII

AMENDMENTS

     The Members may alter, amend or rescind this LLC Agreement at any annual or special meeting of Members at which a quorum is present, by the vote of a majority of the percentage ownership represented at such meeting, provided that the notice of such meeting shall have included notice of such proposed amendment. The Board of Managers shall have the power and authority to alter, amend or rescind the LLC Agreement of the Company at any regular or special meeting at which a quorum is present by the vote of a majority of the entire Board of Managers, subject always to the power of the Members to change such action of the managers.

     Executed and effective this 28^th day of August 2008.

QHG OF JACKSONVILLE INC. Sole Member
By:	/s/ Howard T. Wall, III
Name:  Howard T. Wall, III
Title:    Vice President & Secretary

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EX-3.37

EXHIBIT 3.37

Delaware

The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF FORMATION OF “LAWTON HOLDINGS, LLC”, FILED IN THIS OFFICE ON THE THIRTIETH DAY OF DECEMBER, A.D. 2008, AT 6:49 O’CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF FORMATION IS THE FIRST DAY OF JANUARY, A.D. 2009.

	/s/ Harriett Smith Windsor
	Harriet Smith Windsor, Secretary of State
4640127 8100	AUTHENTICATION: 7055976
081241328	Date: 12-31-08

CERTIFICATE OF FORMATION

OF

LAWTON HOLDINGS, LLC

     Pursuant to Section 18-201 of the Delaware Limited Liability Company Act (the “Act”), the undersigned, desiring to form a limited liability company, does hereby certify as follows:

     1. The name of the limited liability company is LAWTON HOLDINGS, LLC (the “Company”).

     2. The address of its registered office in the State of Delaware is: Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

     3. The Company shall have the power and authority to carry on any business permitted by, and to have and exercise all of the powers and rights conferred by, the Act as amended from time to time or any successor provisions thereto.

     4. This Certificate of Formation shall be effective on January 1, 2009.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation on this 30^th day of December, 2008.

/s/ J. Thomas Anderson  

J. Thomas Anderson, Authorized Person 

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
DELIVERED 06:49 PM 12/30/2008
FILED 06:49 PM 12/30/2008
SRV 081241328 — 4640127 FILE

EX-3.38

EXHIBIT 3.38

LIMITED LIABILITY COMPANY AGREEMENT
OF
LAWTON HOLDINGS LLC

     The undersigned hereby executes this Limited Liability Company Agreement (“LLC Agreement”) as the sole member (“Member”) of Lawton Holdings LLC (the “Company”), a Delaware limited liability company formed on January 1, 2009, pursuant to the provisions of the Delaware Limited Liability Company Act (“Act”).

     The Company may engage in any lawful business permitted by the Act, including without limitation, acquiring, constructing, developing, owning, operating, selling, leasing, financing, and otherwise dealing with real property and healthcare businesses. The term of the Company shall be perpetual.

ARTICLE I

OFFICES

     The principal office of the Company shall be designated from time to time by the Board of Managers. The Company may have offices in addition to its principal place of business as the business of the Company may require from time to time.

     The registered office of the Company 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 Managers.

ARTICLE II

MEMBERS

     SECTION 1. MEETINGS. The annual meeting of Members shall be designated by the Board of Managers for the purpose of electing managers and for the transaction of such other business as may come before the meeting. If the election of managers 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 Members to be held as soon thereafter as may be convenient. Special meetings of the Members may be called by the Chairman of the Board, the President, by a majority of the members of the Board of Managers or by the holders of not less than one-fifth of the percentage ownership of the Company.

     SECTION 2. PLACE OF MEETING. The annual meeting or any special meeting of the Members shall be held in Nashville Tennessee unless otherwise designated by them. A waiver of notice signed by all Members may designate any place either within or without the State as the place for the holding of such meeting. If a special meeting be otherwise called, the place of meeting shall be the office of the Company in the State of Tennessee except as otherwise provided in Section 5 of this Article.

     SECTION 3. NOTICE OF MEETINGS. When written or printed notice is required to be given to the Members, such notice shall be given 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 one hour nor more than forty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, the President, the Secretary, or the officer or persons calling the meeting to each Member 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 in a sealed envelope addressed to the Member at his address as it appears on the records of the Company with postage thereon prepaid. Notice of a meeting, either annual or special, called for the purpose of electing managers shall be delivered not less than two hours before the meeting.

     SECTION 4. MEETING OF ALL MEMBERS. If all of the Members shall meet at any time and place, either within or without the State, 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 percentage ownership of the Company represented in person or by proxy, shall constitute a quorum at any meeting of Members; provided, that if less than a majority of the percentage ownership are represented at said meeting, a majority of the percentage ownership so represented may adjourn the meeting from time to time without further notice.

     SECTION 6. PROXIES. At all meetings of Members, a Member may vote by proxy executed in writing by the Member or by its duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Company 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 PERCENTAGE OWNERSHIP. Each percentage of the percentage ownership shall be entitled to one vote upon each matter submitted to a vote at a meeting of Members. Percentage ownership standing in the name of another company, domestic or foreign, may be voted by such officer, agent or proxy as the governing documents of such company may prescribe, or, in the absence of such provision, as such company’s management may determine. In all elections of managers, every Member shall have the right to vote in person or by proxy one vote for each percentage of the percentage ownership owned by it, for as many persons as there are managers to be elected. All voting shall be on a non-cumulative basis unless otherwise stated in the Articles of Organization or except as required by applicable state law.

     SECTION 8. INFORMAL ACTION BY MEMBERS. Any action required to be taken at a meeting of the Members 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 Members 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 Members entitled to vote thereon were present and voted with respect to the subject matter thereof.

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ARTICLE III

MANAGERS

     SECTION 1. GENERAL POWERS. The business and affairs of the Company shall be managed by its Board of Managers.

     SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of managers of the Company shall be not less than one (1) nor more than ten (10) but may be increased by amendment of this LLC Agreement by the Members. Each manager 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. Managers need not be residents of the state of formation nor need they be the holder of any percentage ownership of the Company.

     SECTION 2.1 COMMITTEES OF THE BOARD. The Board of Managers may from time to time appoint such standing or special committees as it may deem for the best interest of the Company, but no such committee shall have any powers, except such as are expressly conferred upon it by the Board of Managers.

     SECTION 3. MEETINGS. A regular meeting of the Board of Managers shall be held without other notice than this LLC Agreement, immediately after, and at the same place, as the annual meeting of Members. Additional regular meetings of the Board of Managers may be held at any time and place designated by them. Special Meetings of the Board of Managers may be called by or at the request of the Chairman of the Board or a majority of the managers. Special meetings shall be held unless otherwise designated by the Board of Managers in Nashville, Tennessee. Meetings may be held by the managers participating in same by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation constitutes presence in person for all those participating. Whenever the Act authorizes or permits managers 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 managers at a meeting.

     SECTION 4. NOTICE. Notice of any special meeting shall be given at least two (2) hours prior thereto by written notice delivered personally or mailed to each manager at his business address, or by facsimile. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed with postage thereon prepaid. If notice be given by facsimile, such notice shall be deemed to be delivered when the facsimile is transmitted. Any manager may waive notice of any meeting. The attendance of a manager at any meeting shall constitute a waiver of notice of such meeting, except where a manager 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 Managers need be specified in the notice or waiver of notice of such meeting.

     SECTION 5. QUORUM. A majority of the Board of Managers shall constitute a quorum for the transaction of business at any meeting of the Board of Managers, provided, that if

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less than a majority of the managers are present at said meeting, a majority of the managers present may adjourn the meeting from time to time without further notice.

     SECTION 6. MANNER OF ACTING. The act of the majority of the managers present at a meeting at which a quorum is present shall be the act of the Board of Managers. Any action required to be taken at a meeting of the Managers 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 Managers 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 Managers entitled to vote thereon were present and voted with respect to the subject matter thereof.

     SECTION 7. VACANCIES. Any vacancy occurring in the Board of Managers or in a position on the Board to be filled by reason of an increase in the number of managers, may be filled by election at an annual meeting or at a special meeting of Members called for that purpose. A manager elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

     SECTION 8. RESIGNATION OF MANAGERS. Any manager may resign at any time by giving written notice of such resignation to the Board of Managers, the Chairman of the Board 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 Managers or one of the above named officers; and unless specified therein the acceptance of such resignation shall not be necessary to make it effective.

     SECTION 9. REMOVAL OF MANAGERS. At any special meeting of the Members, duly called as provided in this LLC Agreement, any manager or managers may, by the affirmative vote of the holders of a majority of all the percentage ownership entitled to vote for the election of managers, 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 10. COMPENSATION. Managers, as such, shall not receive any stated salaries for their services, but by resolution of the Board of Managers, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Managers; provided that nothing herein contained shall be construed to preclude any manager from serving the Company in any other capacity and receiving compensation therefor.

     SECTION 11. DELEGATION OF DUTIES TO CLINICAL BOARDS. The Board of Managers of the Company 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 Company 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 Managers 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.

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     The Board of Managers has delegated to the Chief Executive Officer of the Company, in accordance with this Operating Agreement, the authority to appoint the Clinical Board. The Board-of Managers has delegated to its officers, in accordance with this Operating Agreement, 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 Managers, while maintaining continuing communication with the Clinical Board and Medical Staff.

     The Board of Managers has appointed the Clinical Board to assist and advise the CEO and/or Administrator, the Board of Managers, 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 Managers 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 policies regarding such matters.

     The Board of Managers, 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 Managers 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 Managers, to overrule decisions made by the Clinical Board.

ARTICLE IV

OFFICERS

     SECTION 1. CLASSES. The officers of the Company shall be a President, a Secretary, a Treasurer, and if deemed necessary, expedient or desirable by the Board of Managers 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 the Board of Managers.

     SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Company shall be elected annually by the Board of Managers at the first meeting of the Board of Managers held after the annual meeting of Members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Vacancies may be filled or new offices created and filled at any meeting of the Board of Managers. 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.

     SECTION 3. REMOVAL. Any officer or agent elected or appointed by the Board of Managers may be removed by the Board of Managers whenever in its judgment the best interest

5

of the Company would be served thereby, but such removal shall be without prejudice to the contract rights if any of the person so removed.

     SECTION 4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Managers for the unexpired portion of the term.

     SECTION 5. PRESIDENT. The President shall have general charge of the business affairs and property of the Company and general supervision over its officers and agents. If present, he shall preside at all meetings of Members and he shall see that all orders and resolutions of the Board of Managers are carried into effect. He may sign and execute in the name of the Company deeds, mortgages, bonds, contracts, agreements or other instruments duly authorized by the Board of Managers except in cases where the signing and execution thereof shall be expressly delegated by the Board of Managers to some other officer or agent. From time to time, he shall report to the Board of Managers all matters within his knowledge which the interests of the Company may require to be brought to their attention. He shall also perform such other duties as are given to him by this LLC Agreement or as from time to time may be assigned to him by the Board of Managers.

     SECTION 6. VICE PRESIDENTS. The Vice Presidents shall perform such duties as are given to them by this LLC Agreement or as from time to time may be assigned to them by the Board of Managers, the Chairman of the Board, or the President, and, in the order of their seniority, or in any other order as the Board of Managers 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 Company, deeds, mortgages, bonds and other instruments.

     SECTION 7. SECRETARY. The Secretary shall:

     (a) Record all the proceedings of the meetings of the Members, the Board of Managers, 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 this LLC Agreement and as required by statutes;

     (c) Whenever any committee shall be appointed in pursuance of a resolution of the Board of Managers, furnish the Chairman of such committee with a copy of such resolution;

     (d) Be custodian of the records and of the seal of the Company, and cause such seal to be affixed to all instruments the execution of which on behalf of the Company 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;

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     (f) Have charge of the ownership records of the Company and exhibit such records at all reasonable times to such persons as are entitled by statute to have access thereto;

     (g) In general, perform all duties incident to the office of the Secretary and such other duties as are given to him by this LLC Agreement or as from time to time may be assigned to him by the Board of Managers, the Chairman of the Board or the President.

     SECTION 8. ASSISTANT SECRETARIES. 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 Managers or the Chairman of the Board 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. The Assistant Secretaries shall perform such other duties as from time to time may be assigned to them respectively by the Board-of Managers, the Chairman of the Board, the President or the Secretary.

     SECTION 9. TREASURER. If required by the Board of Managers, 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 Managers shall determine. He shall: (a) have charge and custody of and be responsible for all funds and securities of the Company; receive and give receipts for moneys due and payable to the Company from any source whatsoever, and deposit all such moneys in the name of the Company in such banks, trust companies, or other depositaries as shall be selected in accordance with the provisions of Article V of this LLC Agreement; (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 Managers the Chairman of the Board or the President.

     SECTION 10. ASSISTANT TREASURERS. 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 Managers or the Chairman of the Board 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. The Assistant Treasurers shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Treasurer.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

     SECTION 1. CONTRACTS. The Board of Managers 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 Company and such authority may be general or confined to specific instances.

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     SECTION 2. LOANS. No loans shall be contracted on behalf of the Company and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Managers. 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 Company shall be signed by such officer or officers, agent or agents, of the Company and in such manner as shall from time to time be determined by resolution of the Board of Managers.

     SECTION 4. DEPOSITS. All funds of the Company not otherwise employed shall be deposited from time to time to the credit of the Company in such banks, trust companies, or other depositaries as the Board of Managers may select.

ARTICLE VI

TRANSFER OF PERCENTAGE OWNERSHIP

     Transfers of percentage ownership of the Company shall be made only on the books of the Company. The person in whose name percentage ownership stands on the books of the Company shall be deemed the owner thereof for all purposes as regards the Company.

ARTICLE VII

FISCAL YEAR

     The fiscal year of the Company 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 Managers.

ARTICLE VIII

DISTRIBUTIONS

     Prior to the dissolution of the Company, no Member shall have the right to receive any distributions of or return of its capital contribution. All distributions and all allocations of income, gains, losses and credits shall be made in accordance with the percentage ownership of the Members. The Board of Managers may from time to time declare and the Company may pay dividends on its percentage ownership in the manner and upon the terms and conditions provided by law and its Articles of Organization. The Members shall not be required to make any additional contributions of capital to the Company, although the Members may from time to time agree to make additional contributions to the Company.

ARTICLE IX

SEAL

     The Board of Managers may provide a company seal in such form as the Board of Managers may prescribe.

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ARTICLE X

WAIVER OF NOTICE

     Whenever any notice whatsoever is required to be given under the provisions of this LLC Agreement, or under the provisions of the Certificate of Formation, or under the provisions of the Act, 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.

ARTICLE XI

INDEMNIFICATION OF OFFICERS AND MANAGERS

     The Company shall indemnify its officers and managers against all reasonable expenses 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 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 shall extend 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 shall also extend 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 shall not be 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 or managers.

ARTICLE XII

AMENDMENTS

     The Members may alter, amend or rescind this LLC Agreement at any annual or special meeting of Members at which a quorum is present, by the vote of a majority of the percentage ownership represented at such meeting, provided that the notice of such meeting shall have included notice of such proposed amendment. The Board of Managers shall have the power and authority to alter, amend or rescind the LLC Agreement of the Company at any regular or special meeting at which a quorum is present by the vote of a majority of the entire Board of Managers, subject always to the power of the Members to change such action of the managers.

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     Effective January 1, 2009.

CAPELLA HEALTHCARE, INC
Sole Member
By:	/s/ Howard T. Wall, III
Name:	Howard T. Wall, III
Title:	Vice President & Secretary

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EX-3.39

EXHIBIT 3.39

[SEAL]

LC0739029

CERTIFICATE OF CORPORATE RECORDS

MINERAL AREA PHARMACY AND DURABLE MEDICAL EQUIPMENT, LLC

     I, ROBIN CARNAHAN, Secretary of the State of the State of Missouri and Keeper of the Great Seal thereof, do hereby certify that the annexed pages contain a full, true and complete copy of the original documents on file and of record in this office for which certification has been requested.

     IN TESTIMONY WHEREOF, I have set my hand and imprinted the GREAT SEAL of the State of Missouri, on this, the 6th day of December, 2007

     [SEAL]

/s/ Robin Carnahan  

Robin Carnahan 

Certification Number: 10275673-1 Reference:

Verify this certificate online at http:www.sos.mo.gov/businessentity/verification

[SEAL]
State of Missouri
Robin Carnahan, Secretary of State
Corporate Division
P. O. Box 778/600 W. Main Street, Room 322
Jefferson City, MO 65102

Articles of Organization
(Submit with Filing fee of $105)

     1. The name of the limited liability company is:

          Mineral Area Pharmacy and Durable Medical Equipment, LLC                                                                                                                   

          (Must include “Limited Liability Company,” “Limited Company,” “LC,” “L.C.,” “L.L.C.,” or “LLC”)

     2. The purpose(s) for which the limited liability company is organized: To transact any and all lawful business for which a limited liability company may be organized under the Missouri Limited Liability Company Act.

     3. The name and address of the limited liability company’s registered agent in Missouri is:

National Registered Agents, Inc.	300-B East High Street	Jefferson City, MO 65101
Name	Street Address: May not use P. O. Box unless street address also provided	City/State/Zip

     4. The management of the limited liability company is vested in: o managers þ members (check one)

     5. The events, if any, on which the limited liability company is to dissolve or the number of years the limited liability company is to continue, which may be any number or perpetual: perpetual

     (The answer to this question could cause possible tax consequences, you may wish to consult with your attorney or accountant)

     6. The name(s) and street address(es) of each organizer (P.O. Box may only be used in addition to a physical street address): Robin J. Keck, 7100 Commerce Way, Suite 100, Brentwood, TN 37027

     7. The effective date of this document is the date it is filed by the Secretary of State of Missouri, unless you indicate a future date, as follows:                                                                                                                                                                                                  

(Date may not be more than 90 days after the filing date in this office)

     In Affirmation thereof, the facts stated above are true and correct:

     (The undersigned understands that false statements made in this filing are subject to the penalties provided under Section 575.040, RSMo)

/s/ Robin Keck	Robin J. Keck	5/11/08
Organizer Signature	Printed Name	Date
Organizer Signature	Printed Name	Date
Organizer Signature	Printed Name	Date

Name and address to return filed document:
Name:	State of Missouri
Address	Creation — LLC/LP 1 Page(s)
City, State, and Zip Code:	[BARCODE]
	T0613503582
	File Number: 200613740001
	LC0739029
	Date Filed: 05/15/2006
	Robin Carnahan
	Secretary of State

EX-3.40

EXHIBIT 3.40

AMENDED AND RESTATED
OPERATING AGREEMENT
OF
MINERAL AREA PHARMACY AND DURABLE MEDICAL EQUIPMENT, LLC

     The undersigned hereby executes this Amended and Restated Operating Agreement (“Operating Agreement”) as the sole member (“Member”) of Mineral Area Pharmacy and Durable Medical Equipment, LLC (the “Company”), an Missouri limited liability company formed on May 15, 2006, pursuant to the provisions of the Missouri Limited Liability Company Act (“Act”).

     The Company may engage in any lawful business permitted by the Act, including without limitation, acquiring, constructing, developing, owning, operating, selling, leasing, financing, and otherwise dealing with real property and healthcare businesses. The term of the Company shall be perpetual.

ARTICLE I

OFFICES

     The principal office of the Company shall be designated from time to time by the Board of Managers. The Company may have offices in addition to its principal place of business as the business of the Company may require from time to time.

     The registered office of the Company 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 Managers.

ARTICLE II

MEMBERS

     SECTION 1. MEETINGS. The annual meeting of Members shall be designated by the Board of Managers, for the purpose of electing managers and for the transaction of such other business as may come before the meeting. If the election of managers 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 Members to be held as soon thereafter as may be convenient. Special meetings of the Members may be called by the Chairman of the Board, the President, by a majority of the members of the Board of Managers or by the holders of not less than one-fifth of the percentage ownership of the Company.

     SECTION 2. PLACE OF MEETING. The annual meeting, or any special meeting of the Members, shall be held in Nashville, Tennessee, unless otherwise designated by them. A waiver of notice, signed by all Members, may designate any place, either within or without the State, as the place for the holding of such meeting. If a special meeting be otherwise called, the place of meeting shall be the office of the Company in the State of Tennessee, except as otherwise provided in Section 5 of this Article.

     SECTION 3. NOTICE OF MEETINGS. When written or printed notice is required to be given to the Members, such notice shall be given 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 one hour nor more than forty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, the President, the Secretary, or the officer or persons calling the meeting, to each Member 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 in a sealed envelope addressed to the Member at his address as it appears on the records of the Company, with postage thereon prepaid. Notice of a meeting, either annual or special, called for the purpose of electing managers shall be delivered not less than two hours before the meeting.

     SECTION 4. MEETING OF ALL MEMBERS. If all of the Members shall meet at any time and place, either within or without the State, 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 percentage ownership of the Company, represented in person or by proxy, shall constitute a quorum at any meeting of Members; provided, that if less than a majority of the percentage ownership are represented at said meeting, a majority of the percentage ownership so represented may adjourn the meeting from time to time without further notice.

     SECTION 6. PROXIES. At all meetings of Members, a Member may vote by proxy executed in writing by the Member or by its duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Company 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 PERCENTAGE OWNERSHIP. Each percentage of the percentage ownership shall be entitled to one vote upon each matter submitted to a vote at a meeting of Members. Percentage ownership standing in the name of another company, domestic or foreign, may be voted by such officer, agent or proxy as the governing documents of such company may prescribe, or, in the absence of such provision, as such company’s management may determine. In all elections of managers, every Member shall have the right to vote, in person or by proxy, one vote for each percentage of the percentage ownership owned by it, for as many persons as there are managers to be elected. All voting shall be on a non-cumulative basis, unless otherwise stated in the Articles of Organization or except as required by applicable state law.

     SECTION 8. INFORMAL ACTION BY MEMBERS. Any action required to be taken at a meeting of the Members 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 Members 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 Members entitled to vote thereon were present and voted with respect to the subject matter thereof.

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ARTICLE III

MANAGERS

     SECTION 1. GENERAL POWERS. The business and affairs of the Company shall be managed by its Board of Managers.

     SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of managers of the Company shall be not less than one (1) nor more than ten (10), but may be increased by amendment of this Operating Agreement by the Members. Each manager 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. Managers need not be residents of the state of formation nor need they be the holder of any percentage ownership of the Company.

     SECTION 2.1 COMMITTEES OF THE BOARD. The Board of Managers may from time to time appoint such standing or special committees as it may deem for the best interest of the Company, but no such committee shall have any powers, except such as are expressly conferred upon it by the Board of Managers.

     SECTION 3. MEETINGS. A regular meeting of the Board of Managers shall be held without other notice than this Operating Agreement, immediately after, and at the same place, as the annual meeting of Members. Additional regular meetings of the Board of Managers may be held at any time and place designated by them. Special Meetings of the Board of Managers may be called by or at the request of the Chairman of the Board or a majority of the managers. Special meetings shall be held, unless otherwise designated by the Board of Managers, in Nashville, Tennessee. Meetings may be held by the managers participating in same by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation constitutes presence in person for all those participating. Whenever the Act authorizes or permits managers 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 managers at a meeting.

     SECTION 4. NOTICE. Notice of any special meeting shall be given at least two (2) hours prior thereto by written notice delivered personally or mailed to each manager at his business address, or by facsimile. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by facsimile, such notice shall be deemed to be delivered when the facsimile is transmitted. Any manager may waive notice of any meeting. The attendance of a manager at any meeting shall constitute a waiver of notice of such meeting, except where a manager 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 Managers need be specified in the notice or waiver of notice of such meeting.

     SECTION 5. QUORUM. A majority of the Board of Managers shall constitute a quorum for the transaction of business at any meeting of the Board of Managers, provided, that if

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less than a majority of the managers are present at said meeting, a majority of the managers present may adjourn the meeting from time to time without further notice.

     SECTION 6. MANNER OF ACTING. The act of the majority of the managers present at a meeting at which a quorum is present shall be the act of the Board of Managers. Any action required to be taken at a meeting of the Managers 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 Managers 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 Managers entitled to vote thereon were present and voted with respect to the subject matter thereof.

     SECTION 7. VACANCIES. Any vacancy occurring in the Board of Managers or in a position on the Board to be filled by reason of an increase in the number of managers, may be filled by election at an annual meeting or at a special meeting of Members called for that purpose. A manager elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

     SECTION 8. RESIGNATION OF MANAGERS. Any manager may resign at any time by giving written notice of such resignation to the Board of Managers, the Chairman of the Board 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 Managers or one of the above named officers; and, unless specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     SECTION 9. REMOVAL OF MANAGERS. At any special meeting of the Members, duly called as provided in this Operating Agreement, any manager or managers may, by the affirmative vote of the holders of a majority of all the percentage ownership entitled to vote for the election of managers, 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 10. COMPENSATION. Managers, as such, shall not receive any stated salaries for their services, but by resolution of the Board of Managers, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Managers; provided that nothing herein contained shall be construed to preclude any manager from serving the Company in any other capacity and receiving compensation therefor.

     SECTION 11. DELEGATION OF DUTIES TO CLINICAL BOARDS. The Board of Managers of the Company (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 Company 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 Managers 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.

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     The Board of Managers has delegated to the Chief Executive Officer of the Company, in accordance with this Operating Agreement, the authority to appoint the Clinical Board. The Board of Managers has delegated to its officers, in accordance with this Operating Agreement, 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 Managers, while maintaining continuing communication with the Clinical Board and Medical Staff.

     The Board of Managers has appointed the Clinical Board to assist and advise the CEO and/or Administrator, the Board of Managers, 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 Managers 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 policies regarding such matters.

     The Board of Managers, 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 Managers 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 Managers, to overrule decisions made by the Clinical Board.

ARTICLE IV

OFFICERS

     SECTION 1. CLASSES. The officers of the Company shall be a President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the Board of Managers, 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 the Board of Managers.

     SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Company shall be elected annually by the Board of Managers at the first meeting of the Board of Managers held after the annual meeting of Members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Vacancies may be filled or new offices created and filled at any meeting of the Board of Managers. 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.

     SECTION 3. REMOVAL. Any officer or agent elected or appointed by the Board of Managers may be removed by the Board of Managers whenever in its judgment the best interest

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of the Company would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

     SECTION 4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Managers for the unexpired portion of the term.

     SECTION 5. PRESIDENT. The President shall have general charge of the business affairs and property of the Company and general supervision over its officers and agents, If present, he shall preside at all meetings of Members and he shall see that all orders and resolutions of the Board of Managers are carried into effect. He may sign and execute in the name of the Company deeds, mortgages, bonds, contracts, agreements or other instruments duly authorized by the Board of Managers except in cases where the signing and execution thereof shall be expressly delegated by the Board of Managers to some other officer or agent. From time to time, he shall report to the Board of Managers all matters within his knowledge which the interests of the Company may require to be brought to their attention. He shall also perform such other duties as are given to him by this Operating Agreement or as from time to time may be assigned to him by the Board of Managers.

     SECTION 6. VICE PRESIDENTS. The Vice Presidents shall perform such duties as are given to them by this Operating Agreement or as from time to time may be assigned to them by the Board of Managers, the Chairman of the Board, or the President, and, in the order of their seniority, or in any other order as the Board of Managers 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 Company, deeds, mortgages, bonds and other instruments.

     SECTION 7. SECRETARY. The Secretary shall:

     (a) Record all the proceedings of the meetings of the Members, the Board of Managers, 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 this Operating Agreement and as required by statutes;

     (c) Whenever any committee shall be appointed in pursuance of a resolution of the Board of Managers, furnish the Chairman of such committee with a copy of such resolution;

     (d) Be custodian of the records and of the seal of the Company, and cause such seal to be affixed to all instruments the execution of which on behalf of the Company 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;

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     (f) Have charge of the ownership records of the Company and exhibit such records at all reasonable times to such persons as are entitled by statute to have access thereto;

     (g) In general, perform all duties incident to the office of the Secretary and such other duties as are given to him by this Operating Agreement or as from time to time may he assigned to him by the Board of Managers, the Chairman of the Board or the President.

     SECTION 8. ASSISTANT SECRETARIES. 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 Managers or the Chairman of the Board 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. The Assistant Secretaries shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Secretary.

     SECTION 9. TREASURER. If required by the Board of Managers, 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 Managers shall determine. He shall: (a) have charge and custody of and be responsible for all funds and securities of the Company; receive and give receipts for moneys due and payable to the Company from any source whatsoever, and deposit all such moneys in the name of the Company in such banks, trust companies, or other depositaries as shall be selected in accordance with the provisions of Article V of this Operating Agreement; (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 Managers, the Chairman of the Board or the President.

     SECTION 10. ASSISTANT TREASURERS. 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 Managers or the Chairman of the Board 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. The Assistant Treasurers shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Treasurer.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

     SECTION 1. CONTRACTS. The Board of Managers 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 Company and such authority may be general or confined to specific instances.

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     SECTION 2. LOANS. No loans shall be contracted on behalf of the Company and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Managers. 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 Company shall be signed by such officer or officers, agent or agents, of the Company and in such manner as shall from time to time be determined by resolution of the Board of Managers.

     SECTION 4. DEPOSITS. All funds of the Company not otherwise employed shall be deposited from time to time to the credit of the Company in such banks, trust companies, or other depositaries as the Board of Managers may select.

ARTICLE VI

TRANSFER OF PERCENTAGE OWNERSHIP

     Transfers of percentage ownership of the Company shall be made only on the books of the Company. The person in whose name percentage ownership stands on the books of the Company shall be deemed the owner thereof for all purposes as regards the Company.

ARTICLE VII

FISCAL YEAR

     The fiscal year of the Company 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 Managers.

ARTICLE VIII

DISTRIBUTIONS

     Prior to the dissolution of the Company, no Member shall have the right to receive any distributions of or return of its capital contribution. All distributions and all allocations of income, gains, losses and credits shall be made in accordance with the percentage ownership of the Members. The Board of Managers may from time to time declare, and the Company may pay, dividends on its percentage ownership in the manner and upon the terms and conditions provided by law and its Articles of Organization. The Members shall not be required to make any additional contributions of capital to the Company, although the Members may from time to time agree to make additional contributions to the Company.

ARTICLE IX

SEAL

     The Board of Managers may provide a company seal in such form as the Board of Managers may prescribe.

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ARTICLE X

WAIVER OF NOTICE

     Whenever any notice whatsoever is required to be given under the provisions of this Operating Agreement, or under the provisions of the Certificate of Formation, or under the provisions of the Act, 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.

ARTICLE XI

INDEMNIFICATION OF OFFICERS AND MANAGERS

     The Company shall indemnify its officers and managers against all reasonable expenses 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 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 shall extend 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 shall also extend 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 shall not be 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 or managers.

ARTICLE XII

AMENDMENTS

     The Members may alter, amend or rescind this Operating Agreement at any annual or special meeting of Members at which a quorum is present, by the vote of a majority of the percentage ownership represented at such meeting, provided that the notice of such meeting shall have included notice of such proposed amendment. The Board of Managers shall have the power and authority to alter, amend or rescind the Operating Agreement of the Company at any regular or special meeting at which a quorum is present by the vote of a majority of the entire Board of Managers, subject always to the power of the Members to change such action of the managers.

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     Executed this ____ day of ____________, 2008.

FARMINGTON HOSPITAL CORPORATION, Sole Member
By:	/s/ D. Andrew Slusser
Name:	D. Andrew Slusser
Title:	Vice President

10

EX-3.41

EXHIBIT 3.41

Delaware

The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF FORMATION OF “MUSKOGEE HOLDINGS, LLC”, FILED IN THIS OFFICE ON THE THIRTIETH DAY OF DECEMBER, A.D. 2008, AT 3:55 O’CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF FORMATION IS THE FIRST DAY OF JANUARY, A.D. 2009.

	/s/ Harriett Smith Windsor
	Harriet Smith Windsor, Secretary of State
4639520 8100	AUTHENTICATION: 7053872
081239798	Date: 12-30-08

CERTIFICATE OF FORMATION

OF

MUSKOGEE HOLDINGS, LLC

     Pursuant to Section 18-201 of the Delaware Limited Liability Company Act (the “Act”), the undersigned, desiring to form a limited liability company, does hereby certify as follows:

     1. The name of the limited liability company is MUSKOGEE HOLDINGS, LLC (the “Company”).

     2. The address of its registered office in the State of Delaware is: Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

     3. The Company shall have the power and authority to carry on any business permitted by, and to have and exercise all of the powers and rights conferred by, the Act as amended from time to time or any successor provisions thereto.

     4. This Certificate of Formation shall be effective on January 1, 2009.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation on this 30^th day of December, 2008.

/s/ J. Thomas Anderson  

J. Thomas Anderson, Authorized Person 

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
DELIVERED 04:09 PM 12/30/2008
FILED 03:55 PM 12/30/2008
SRV 081239798 — 4639520 FILE

EX-3.42

EXHIBIT 3.42

LIMITED LIABILITY COMPANY AGREEMENT
OF
MUSKOGEE HOLDINGS, LLC

     The undersigned hereby executes this Limited Liability Company Agreement (“LLC Agreement”) as the sole member (“Member”) of Muskogee Holdings, LLC (the “Company”), a Delaware limited liability company formed on January 1, 2009, pursuant to the provisions of the Delaware Limited Liability Company Act (“Act”).

     The Company may engage in any lawful business permitted by the Act, including without limitation, acquiring, constructing, developing, owning, operating, selling, leasing, financing, and otherwise dealing with real property and healthcare businesses. The term of the Company shall be perpetual.

ARTICLE I

OFFICES

     The principal office of the Company shall be designated from time to time by the Board of Managers. The Company may have offices in addition to its principal place of business as the business of the Company may require from time to time.

     The registered office of the Company 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 Managers.

ARTICLE II

MEMBERS

     SECTION 1. MEETINGS. The annual meeting of Members shall be designated by the Board of Managers, for the purpose of electing managers and for the transaction of such other business as may come before the meeting. If the election of managers 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 Members to be held as soon thereafter as may be convenient. Special meetings of the Members may be called by the Chairman of the Board, the President, by a majority of the members of the Board of Managers or by the holders of not less than one-fifth of the percentage ownership of the Company.

     SECTION 2. PLACE OF MEETING. The annual meeting, or any special meeting of the Members, shall be held in Nashville, Tennessee, unless otherwise designated by them. A waiver of notice, signed by all Members, may designate any place, either within or without the State, as the place for the holding of such meeting. If a special meeting be otherwise called, the place of meeting shall be the office of the Company in the State of Tennessee, except as otherwise provided in Section 5 of this Article.

     SECTION 3. NOTICE OF MEETINGS. When written or printed notice is required to be given to the Members, such notice shall be given 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 one hour nor more than forty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, the President, the Secretary, or the officer or persons calling the meeting, to each Member 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 in a sealed envelope addressed to the Member at his address as it appears on the records of the Company, with postage thereon prepaid. Notice of a meeting, either annual or special, called for the purpose of electing managers shall be delivered not less than two hours before the meeting.

     SECTION 4. MEETING OF ALL MEMBERS. If all of the Members shall meet at any time and place, either within or without the State, 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 percentage ownership of the Company, represented in person or by proxy, shall constitute a quorum at any meeting of Members; provided, that if less than a majority of the percentage ownership are represented at said meeting, a majority of the percentage ownership so represented may adjourn the meeting from time to time without further notice.

     SECTION 6. PROXIES. At all meetings of Members, a Member may vote by proxy executed in writing by the Member or by its duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Company 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 PERCENTAGE OWNERSHIP. Each percentage of the percentage ownership shall be entitled to one vote upon each matter submitted to a vote at a meeting of Members. Percentage ownership standing in the name of another company, domestic or foreign, may be voted by such officer, agent or proxy as the governing documents of such company may prescribe, or, in the absence of such provision, as such company’s management may determine. In all elections of managers, every Member shall have the right to vote, in person or by proxy, one vote for each percentage of the percentage ownership owned by it, for as many persons as there are managers to be elected. All voting shall be on a non-cumulative basis, unless otherwise stated in the Articles of Organization or except as required by applicable state law.

     SECTION 8. INFORMAL ACTION BY MEMBERS. Any action required to be taken at a meeting of the Members 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 Members 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 Members entitled to vote thereon were present and voted with respect to the subject matter thereof.

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ARTICLE III

MANAGERS

     SECTION 1. GENERAL POWERS. The business and affairs of the Company shall be managed by its Board of Managers.

     SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of managers of the Company shall be not less than one (1) nor more than ten (10), but may be increased by amendment of this LLC Agreement by the Members. Each manager 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. Managers need not be residents of the state of formation nor need they be the holder of any percentage ownership of the Company.

     SECTION 2.1 COMMITTEES OF THE BOARD. The Board of Managers may from time to time appoint such standing or special committees as it may deem for the best interest of the Company, but no such committee shall have any powers, except such as are expressly conferred upon it by the Board of Managers.

     SECTION 3. MEETINGS. A regular meeting of the Board of Managers shall be held without other notice than this LLC Agreement, immediately after, and at the same place, as the annual meeting of Members. Additional regular meetings of the Board of Managers may be held at any time and place designated by them. Special Meetings of the Board of Managers may be called by or at the request of the Chairman of the Board or a majority of the managers. Special meetings shall be held, unless otherwise designated by the Board of Managers, in Nashville, Tennessee. Meetings may be held by the managers participating in same by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation constitutes presence in person for all those participating. Whenever the Act authorizes or permits managers 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 managers at a meeting.

     SECTION 4. NOTICE. Notice of any special meeting shall be given at least two (2) hours prior thereto by written notice delivered personally or mailed to each manager at his business address, or by facsimile. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by facsimile, such notice shall be deemed to be delivered when the facsimile is transmitted. Any manager may waive notice of any meeting. The attendance of a manager at any meeting shall constitute a waiver of notice of such meeting, except where a manager 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 Managers need be specified in the notice or waiver of notice of such meeting.

     SECTION 5. QUORUM. A majority of the Board of Managers shall constitute a quorum for the transaction of business at any meeting of the Board of Managers, provided, that if

3

less than a majority of the managers are present at said meeting, a majority of the managers present may adjourn the meeting from time to time without further notice.

     SECTION 6. MANNER OF ACTING. The act of the majority of the managers present at a meeting at which a quorum is present shall be the act of the Board of Managers. Any action required to be taken at a meeting of the Managers 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 Managers 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 Managers entitled to vote thereon were present and voted with respect to the subject matter thereof.

     SECTION 7. VACANCIES. Any vacancy occurring in the Board of Managers or in a position on the Board to be filled by reason of an increase in the number of managers, may be filled by election at an annual meeting or at a special meeting of Members called for that purpose. A manager elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

     SECTION 8. RESIGNATION OF MANAGERS. Any manager may resign at any time by giving written notice of such resignation to the Board of Managers, the Chairman of the Board 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 Managers or one of the above named officers; and, unless specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     SECTION 9. REMOVAL OF MANAGERS. At any special meeting of the Members, duly called as provided in this LLC Agreement, any manager or managers may, by the affirmative vote of the holders of a majority of all the percentage ownership entitled to vote for the election of managers, 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 10. COMPENSATION. Managers, as such, shall not receive any stated salaries for their services, but by resolution of the Board of Managers, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Managers; provided that nothing herein contained shall be construed to preclude any manager from serving the Company in any other capacity and receiving compensation therefor.

     SECTION 11. DELEGATION OF DUTIES TO CLINICAL BOARDS. The Board of Managers of the Company (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 Company 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 Managers 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.

4

     The Board of Managers has delegated to the Chief Executive Officer of the Company, in accordance with this Operating Agreement, the authority to appoint the Clinical Board. The Board of Managers has delegated to its officers, in accordance with this Operating Agreement, 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 Managers, while maintaining continuing communication with the Clinical Board and Medical Staff.

     The Board of Managers has appointed the Clinical Board to assist and advise the CEO and/or Administrator, the Board of Managers, 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 Managers 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 policies regarding such matters.

     The Board of Managers, 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 Managers 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 Managers, to overrule decisions made by the Clinical Board.

ARTICLE IV

OFFICERS

     SECTION 1. CLASSES. The officers of the Company shall be a President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the Board of Managers, 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 the Board of Managers.

     SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Company shall be elected annually by the Board of Managers at the first meeting of the Board of Managers held after the annual meeting of Members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Vacancies may be filled or new offices created and filled at any meeting of the Board of Managers. 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.

     SECTION 3. REMOVAL. Any officer or agent elected or appointed by the Board of Managers may be removed by the Board of Managers whenever in its judgment the best interest

5

of the Company would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

     SECTION 4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Managers for the unexpired portion of the term.

     SECTION 5. PRESIDENT. The President shall have general charge of the business affairs and property of the Company and general supervision over its officers and agents, If present, he shall preside at all meetings of Members and he shall see that all orders and resolutions of the Board of Managers are carried into effect. He may sign and execute in the name of the Company deeds, mortgages, bonds, contracts, agreements or other instruments duly authorized by the Board of Managers except in cases where the signing and execution thereof shall be expressly delegated by the Board of Managers to some other officer or agent. From time to time, he shall report to the Board of Managers all matters within his knowledge which the interests of the Company may require to be brought to their attention. He shall also perform such other duties as are given to him by this LLC Agreement or as from time to time may be assigned to him by the Board of Managers.

     SECTION 6. VICE PRESIDENTS. The Vice Presidents shall perform such duties as are given to them by this LLC Agreement or as from time to time may be assigned to them by the Board of Managers, the Chairman of the Board, or the President, and, in the order of their seniority, or in any other order as the Board of Managers 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 Company, deeds, mortgages, bonds and other instruments.

     SECTION 7. SECRETARY. The Secretary shall:

     (a) Record all the proceedings of the meetings of the Members, the Board of Managers, 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 this LLC Agreement and as required by statutes;

     (c) Whenever any committee shall be appointed in pursuance of a resolution of the Board of Managers, furnish the Chairman of such committee with a copy of such resolution;

     (d) Be custodian of the records and of the seal of the Company, and cause such seal to be affixed to all instruments the execution of which on behalf of the Company 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;

6

     (f) Have charge of the ownership records of the Company and exhibit such records at all reasonable times to such persons as are entitled by statute to have access thereto;

     (g) In general, perform all duties incident to the office of the Secretary and such other duties as are given to him by this LLC Agreement or as from time to time may he assigned to him by the Board of Managers, the Chairman of the Board or the President.

     SECTION 8. ASSISTANT SECRETARIES. 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 Managers or the Chairman of the Board 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. The Assistant Secretaries shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Secretary.

     SECTION 9. TREASURER. If required by the Board of Managers, 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 Managers shall determine. He shall: (a) have charge and custody of and be responsible for all funds and securities of the Company; receive and give receipts for moneys due and payable to the Company from any source whatsoever, and deposit all such moneys in the name of the Company in such banks, trust companies, or other depositaries as shall be selected in accordance with the provisions of Article V of this LLC Agreement; (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 Managers, the Chairman of the Board or the President.

     SECTION 10. ASSISTANT TREASURERS. 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 Managers or the Chairman of the Board 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. The Assistant Treasurers shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Treasurer.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

     SECTION 1. CONTRACTS. The Board of Managers 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 Company and such authority may be general or confined to specific instances.

7

     SECTION 2. LOANS. No loans shall be contracted on behalf of the Company and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Managers. 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 Company shall be signed by such officer or officers, agent or agents, of the Company and in such manner as shall from time to time be determined by resolution of the Board of Managers.

     SECTION 4. DEPOSITS. All funds of the Company not otherwise employed shall be deposited from time to time to the credit of the Company in such banks, trust companies, or other depositaries as the Board of Managers may select.

ARTICLE VI

TRANSFER OF PERCENTAGE OWNERSHIP

     Transfers of percentage ownership of the Company shall be made only on the books of the Company. The person in whose name percentage ownership stands on the books of the Company shall be deemed the owner thereof for all purposes as regards the Company.

ARTICLE VII

FISCAL YEAR

     The fiscal year of the Company 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 Managers.

ARTICLE VIII

DISTRIBUTIONS

     Prior to the dissolution of the Company, no Member shall have the right to receive any distributions of or return of its capital contribution. All distributions and all allocations of income, gains, losses and credits shall be made in accordance with the percentage ownership of the Members. The Board of Managers may from time to time declare, and the Company may pay, dividends on its percentage ownership in the manner and upon the terms and conditions provided by law and its Articles of Organization. The Members shall not be required to make any additional contributions of capital to the Company, although the Members may from time to time agree to make additional contributions to the Company.

ARTICLE IX

SEAL

     The Board of Managers may provide a company seal in such form as the Board of Managers may prescribe.

8

ARTICLE X

WAIVER OF NOTICE

     Whenever any notice whatsoever is required to be given under the provisions of this LLC Agreement, or under the provisions of the Certificate of Formation, or under the provisions of the Act, 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.

ARTICLE XI

INDEMNIFICATION OF OFFICERS AND MANAGERS

     The Company shall indemnify its officers and managers against all reasonable expenses 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 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 shall extend 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 shall also extend 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 shall not be 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 or managers.

ARTICLE XII

AMENDMENTS

     The Members may alter, amend or rescind this LLC Agreement at any annual or special meeting of Members at which a quorum is present, by the vote of a majority of the percentage ownership represented at such meeting, provided that the notice of such meeting shall have included notice of such proposed amendment. The Board of Managers shall have the power and authority to alter, amend or rescind the LLC Agreement of the Company at any regular or special meeting at which a quorum is present by the vote of a majority of the entire Board of Managers, subject always to the power of the Members to change such action of the managers.

9

     Effective January 1, 2009.

CAPELLA HEALTHCARE, INC
Sole Member
By:	/s/ Howard T. Wall III
Name:	Howard T. Wall III
Title:	Vice President & Secretary

10

EX-3.43

EXHIBIT 3.43

Delaware

The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF FORMATION OF “MUSKOGEE MEDICAL AND SURGICAL ASSOCIATES, LLC”, FILED IN THIS OFFICE ON THE ELEVENTH DAY OF MARCH, A.D. 2009, AT 12:33 O’CLOCK P.M.

	/s/ Jeffrey W. Bullock
	Jeffrey W. Bullock, Secretary of State
4664095 8100	AUTHENTICATION: 7181961
090256578	Date: 03-12-09

CERTIFICATE OF FORMATION

OF

MUSKOGEE MEDICAL AND SURGICAL ASSOCIATES, LLC

     Pursuant to Section 18-201 of the Delaware Limited Liability Company Act (the “Act”), the undersigned, desiring to form a limited liability company, does hereby certify as follows:

     1. The name of the limited liability company is Muskogee Medical and Surgical Associates, LLC (the “LLC”).

     2. The address of the LLC’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801. The name of the registered agent is The Corporation Trust Company.

     3. The LLC shall have the power and authority to carry on any business permitted by, and to have and exercise all of the powers and rights conferred by, the Act as amended from time to time or any successor provisions thereto.

     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 11^th day of March, 2009.

/s/ Howard T. Wall III  

Howard T. Wall III, Authorized Person 

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
DELIVERED 11:38 AM 03/11/2009
FILED 12:33 PM 03/11/2009
SRV 090256578 — 4664095 FILE

EX-3.44

EXHIBIT 3.44

LIMITED LIABILITY COMPANY AGREEMENT
OF
MUSKOGEE MEDICAL AND SURGICAL ASSOCIATES, LLC

     The undersigned hereby executes this Limited Liability Company Agreement (“LLC Agreement”) as the sole member (“Member”) of Muskogee Medical and Surgical Associates, LLC (the “Company”), a Delaware limited liability company formed on March 11, 2009, pursuant to the provisions of the Delaware Limited Liability Company Act (“Act”).

     The Company may engage in any lawful business permitted by the Act, including without limitation, acquiring, constructing, developing, owning, operating, selling, leasing, financing, and otherwise dealing with real property and healthcare businesses. The term of the Company shall be perpetual.

ARTICLE I

OFFICES

     The principal office of the Company shall be designated from time to time by the Board of Managers. The Company may have offices in addition to its principal place of business as the business of the Company may require from time to time.

     The registered office of the Company 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 Managers.

ARTICLE II

MEMBERS

     SECTION 1. MEETINGS. The annual meeting of Members shall be designated by the Board of Managers, for the purpose of electing managers and for the transaction of such other business as may come before the meeting. If the election of managers 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 Members to be held as soon thereafter as may be convenient. Special meetings of the Members may be called by the Chairman of the Board, the President, by a majority of the members of the Board of Managers or by the holders of not less than one-fifth of the percentage ownership of the Company.

     SECTION 2. PLACE OF MEETING. The annual meeting, or any special meeting of the Members, shall be held in Nashville, Tennessee, unless otherwise designated by them. A waiver of notice, signed by all Members, may designate any place, either within or without the State, as the place for the holding of such meeting. If a special meeting be otherwise called, the place of meeting shall be the office of the Company in the State of Tennessee, except as otherwise provided in Section 5 of this Article.

     SECTION 3. NOTICE OF MEETINGS. When written or printed notice is required to be given to the Members, such notice shall be given 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 one hour nor more than forty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, the President, the Secretary, or the officer or persons calling the meeting, to each Member 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 in a sealed envelope addressed to the Member at his address as it appears on the records of the Company, with postage thereon prepaid. Notice of a meeting, either annual or special, called for the purpose of electing managers shall be delivered not less than two hours before the meeting.

     SECTION 4. MEETING OF ALL MEMBERS. If all of the Members shall meet at any time and place, either within or without the State, 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 percentage ownership of the Company, represented in person or by proxy, shall constitute a quorum at any meeting of Members; provided, that if less than a majority of the percentage ownership are represented at said meeting, a majority of the percentage ownership so represented may adjourn the meeting from time to time without further notice.

     SECTION 6. PROXIES. At all meetings of Members, a Member may vote by proxy executed in writing by the Member or by its duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Company 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 PERCENTAGE OWNERSHIP. Each percentage of the percentage ownership shall be entitled to one vote upon each matter submitted to a vote at a meeting of Members. Percentage ownership standing in the name of another company, domestic or foreign, may be voted by such officer, agent or proxy as the governing documents of such company may prescribe, or, in the absence of such provision, as such company’s management may determine. In all elections of managers, every Member shall have the right to vote, in person or by proxy, one vote for each percentage of the percentage ownership owned by it, for as many persons as there are managers to be elected. All voting shall be on a non-cumulative basis, unless otherwise stated in the Articles of Organization or except as required by applicable state law.

     SECTION 8. INFORMAL ACTION BY MEMBERS. Any action required to be taken at a meeting of the Members 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 Members 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 Members entitled to vote thereon were present and voted with respect to the subject matter thereof.

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ARTICLE III

MANAGERS

     SECTION 1. GENERAL POWERS. The business and affairs of the Company shall be managed by its Board of Managers.

     SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of managers of the Company shall be not less than one (1) nor more than ten (10), but may be increased by amendment of this LLC Agreement by the Members. Each manager 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. Managers need not be residents of the state of formation nor need they be the holder of any percentage ownership of the Company.

     SECTION 2.1 COMMITTEES OF THE BOARD. The Board of Managers may from time to time appoint such standing or special committees as it may deem for the best interest of the Company, but no such committee shall have any powers, except such as are expressly conferred upon it by the Board of Managers.

     SECTION 3. MEETINGS. A regular meeting of the Board of Managers shall be held without other notice than this LLC Agreement, immediately after, and at the same place, as the annual meeting of Members. Additional regular meetings of the Board of Managers may be held at any time and place designated by them. Special Meetings of the Board of Managers may be called by or at the request of the Chairman of the Board or a majority of the managers. Special meetings shall be held, unless otherwise designated by the Board of Managers, in Nashville, Tennessee. Meetings may be held by the managers participating in same by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation constitutes presence in person for all those participating. Whenever the Act authorizes or permits managers 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 managers at a meeting.

     SECTION 4. NOTICE. Notice of any special meeting shall be given at least two (2) hours prior thereto by written notice delivered personally or mailed to each manager at his business address, or by facsimile. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by facsimile, such notice shall be deemed to be delivered when the facsimile is transmitted. Any manager may waive notice of any meeting. The attendance of a manager at any meeting shall constitute a waiver of notice of such meeting, except where a manager 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 Managers need be specified in the notice or waiver of notice of such meeting.

     SECTION 5. QUORUM. A majority of the Board of Managers shall constitute a quorum for the transaction of business at any meeting of the Board of Managers, provided, that if

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less than a majority of the managers are present at said meeting, a majority of the managers present may adjourn the meeting from time to time without further notice.

     SECTION 6. MANNER OF ACTING. The act of the majority of the managers present at a meeting at which a quorum is present shall be the act of the Board of Managers. Any action required to be taken at a meeting of the Managers 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 Managers 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 Managers entitled to vote thereon were present and voted with respect to the subject matter thereof.

     SECTION 7. VACANCIES. Any vacancy occurring in the Board of Managers or in a position on the Board to be filled by reason of an increase in the number of managers, may be filled by election at an annual meeting or at a special meeting of Members called for that purpose. A manager elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

     SECTION 8. RESIGNATION OF MANAGERS. Any manager may resign at any time by giving written notice of such resignation to the Board of Managers, the Chairman of the Board 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 Managers or one of the above named officers; and, unless specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     SECTION 9. REMOVAL OF MANAGERS. At any special meeting of the Members, duly called as provided in this LLC Agreement, any manager or managers may, by the affirmative vote of the holders of a majority of all the percentage ownership entitled to vote for the election of managers, 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 10. COMPENSATION. Managers, as such, shall not receive any stated salaries for their services, but by resolution of the Board of Managers, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Managers; provided that nothing herein contained shall be construed to preclude any manager from serving the Company in any other capacity and receiving compensation therefor.

     SECTION 11. DELEGATION OF DUTIES TO CLINICAL BOARDS. The Board of Managers of the Company (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 Company 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 Managers 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.

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     The Board of Managers has delegated to the Chief Executive Officer of the Company, in accordance with this Operating Agreement, the authority to appoint the Clinical Board. The Board of Managers has delegated to its officers, in accordance with this Operating Agreement, 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 Managers, while maintaining continuing communication with the Clinical Board and Medical Staff.

     The Board of Managers has appointed the Clinical Board to assist and advise the CEO and/or Administrator, the Board of Managers, 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 Managers 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 policies regarding such matters.

     The Board of Managers, 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 Managers 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 Managers, to overrule decisions made by the Clinical Board.

ARTICLE IV

OFFICERS

     SECTION 1. CLASSES. The officers of the Company shall be a President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the Board of Managers, 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 the Board of Managers.

     SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Company shall be elected annually by the Board of Managers at the first meeting of the Board of Managers held after the annual meeting of Members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Vacancies may be filled or new offices created and filled at any meeting of the Board of Managers. 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.

     SECTION 3. REMOVAL. Any officer or agent elected or appointed by the Board of Managers may be removed by the Board of Managers whenever in its judgment the best interest

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of the Company would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

     SECTION 4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Managers for the unexpired portion of the term.

     SECTION 5. PRESIDENT. The President shall have general charge of the business affairs and property of the Company and general supervision over its officers and agents, If present, he shall preside at all meetings of Members and he shall see that all orders and resolutions of the Board of Managers are carried into effect. He may sign and execute in the name of the Company deeds, mortgages, bonds, contracts, agreements or other instruments duly authorized by the Board of Managers except in cases where the signing and execution thereof shall be expressly delegated by the Board of Managers to some other officer or agent. From time to time, he shall report to the Board of Managers all matters within his knowledge which the interests of the Company may require to be brought to their attention. He shall also perform such other duties as are given to him by this LLC Agreement or as from time to time may be assigned to him by the Board of Managers.

     SECTION 6. VICE PRESIDENTS. The Vice Presidents shall perform such duties as are given to them by this LLC Agreement or as from time to time may be assigned to them by the Board of Managers, the Chairman of the Board, or the President, and, in the order of their seniority, or in any other order as the Board of Managers 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 Company, deeds, mortgages, bonds and other instruments.

     SECTION 7. SECRETARY. The Secretary shall:

     (a) Record all the proceedings of the meetings of the Members, the Board of Managers, 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 this LLC Agreement and as required by statutes;

     (c) Whenever any committee shall be appointed in pursuance of a resolution of the Board of Managers, furnish the Chairman of such committee with a copy of such resolution;

     (d) Be custodian of the records and of the seal of the Company, and cause such seal to be affixed to all instruments the execution of which on behalf of the Company 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;

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     (f) Have charge of the ownership records of the Company and exhibit such records at all reasonable times to such persons as are entitled by statute to have access thereto;

     (g) In general, perform all duties incident to the office of the Secretary and such other duties as are given to him by this LLC Agreement or as from time to time may he assigned to him by the Board of Managers, the Chairman of the Board or the President.

     SECTION 8. ASSISTANT SECRETARIES. 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 Managers or the Chairman of the Board 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. The Assistant Secretaries shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Secretary.

     SECTION 9. TREASURER. If required by the Board of Managers, 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 Managers shall determine. He shall: (a) have charge and custody of and be responsible for all funds and securities of the Company; receive and give receipts for moneys due and payable to the Company from any source whatsoever, and deposit all such moneys in the name of the Company in such banks, trust companies, or other depositaries as shall be selected in accordance with the provisions of Article V of this LLC Agreement; (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 Managers, the Chairman of the Board or the President.

     SECTION 10. ASSISTANT TREASURERS. 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 Managers or the Chairman of the Board 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. The Assistant Treasurers shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Treasurer.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

     SECTION 1. CONTRACTS. The Board of Managers 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 Company and such authority may be general or confined to specific instances.

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     SECTION 2. LOANS. No loans shall be contracted on behalf of the Company and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Managers. 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 Company shall be signed by such officer or officers, agent or agents, of the Company and in such manner as shall from time to time be determined by resolution of the Board of Managers.

     SECTION 4. DEPOSITS. All funds of the Company not otherwise employed shall be deposited from time to time to the credit of the Company in such banks, trust companies, or other depositaries as the Board of Managers may select.

ARTICLE VI

TRANSFER OF PERCENTAGE OWNERSHIP

     Transfers of percentage ownership of the Company shall be made only on the books of the Company. The person in whose name percentage ownership stands on the books of the Company shall be deemed the owner thereof for all purposes as regards the Company.

ARTICLE VII

FISCAL YEAR

     The fiscal year of the Company 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 Managers.

ARTICLE VIII

DISTRIBUTIONS

     Prior to the dissolution of the Company, no Member shall have the right to receive any distributions of or return of its capital contribution. All distributions and all allocations of income, gains, losses and credits shall be made in accordance with the percentage ownership of the Members. The Board of Managers may from time to time declare, and the Company may pay, dividends on its percentage ownership in the manner and upon the terms and conditions provided by law and its Articles of Organization. The Members shall not be required to make any additional contributions of capital to the Company, although the Members may from time to time agree to make additional contributions to the Company.

ARTICLE IX

SEAL

     The Board of Managers may provide a company seal in such form as the Board of Managers may prescribe.

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ARTICLE X

WAIVER OF NOTICE

     Whenever any notice whatsoever is required to be given under the provisions of this LLC Agreement, or under the provisions of the Certificate of Formation, or under the provisions of the Act, 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.

ARTICLE XI

INDEMNIFICATION OF OFFICERS AND MANAGERS

     The Company shall indemnify its officers and managers against all reasonable expenses 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 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 shall extend 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 shall also extend 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 shall not be 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 or managers.

ARTICLE XII

AMENDMENTS

     The Members may alter, amend or rescind this LLC Agreement at any annual or special meeting of Members at which a quorum is present, by the vote of a majority of the percentage ownership represented at such meeting, provided that the notice of such meeting shall have included notice of such proposed amendment. The Board of Managers shall have the power and authority to alter, amend or rescind the LLC Agreement of the Company at any regular or special meeting at which a quorum is present by the vote of a majority of the entire Board of Managers, subject always to the power of the Members to change such action of the managers.

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     Executed and effective this 20th day of March, 2009.

MUSKOGEE REGIONAL MEDICAL CENTER, LLC
Sole Member
By: Name:	Howard T. Wall III Howard T. Wall III
Title:	Vice President & Secretary

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EX-3.45

EXHIBIT 3.45

Delaware

The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF FORMATION OF “MUSKOGEE PHYSICIAN GROUP, LLC”, FILED IN THIS OFFICE ON THE SECOND DAY OF FEBRUARY, A.D. 2007, AT 6:58 O’CLOCK P.M.

/s/ Harriett Smith Windsor  

Harriet Smith Windsor, Secretary of State 

4295698     8100	AUTHENTICATION: 5406722
070121783	Date: 02-05-07

CERTIFICATE OF FORMATION

OF

MUSKOGEE PHYSICIAN GROUP, LLC

     Pursuant to Section 18-201 of the Delaware Limited Liability Company Act (the “Act”), the undersigned, desiring to form a limited liability company, does hereby certify as follows:

     1. The name of the limited liability company is Muskogee Physician Group, LLC (the “LLC’).

     2. The address of the LLC’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801. The name of the registered agent is The Corporation Trust Company.

     3. The LLC shall have the power and authority to carry on any business permitted by, and to have and exercise all of the powers and rights conferred by, the Act as amended from time to time or any successor provisions thereto.

     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 31^st day of January, 2007.

Muskogee Physician Group, LLC
 

/s/ D. Andrew Slusser  

D. Andrew Slusser, Authorized Person 

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
DELIVERED 07:49 PM 02/02/2007
FILED 06:58 PM 02/02/2007
SRV 070121783 — 4295698 FILE

EX-3.46

EXHIBIT 3.46

LIMITED LIABILITY COMPANY AGREEMENT
OF
MUSKOGEE PHYSICIAN GROUP, LLC

     The undersigned hereby executes this Limited Liability Company Agreement (“LLC Agreement”) as the sole member (“Member”) of Muskogee Physician Group, LLC (the “Company”), a Delaware limited liability company formed on February 2, 2007, pursuant to the provisions of the Delaware Limited Liability Company Act (“Act”).

     The Company may engage in any lawful business permitted by the Act, including without limitation, acquiring, constructing, developing, owning, operating, selling, leasing, financing, and otherwise dealing with real property and healthcare businesses. The term of the Company shall be perpetual.

ARTICLE I

OFFICES

     The principal office of the Company shall be designated from time to time by the Board of Managers. The Company may have offices in addition to its principal place of business as the business of the Company may require from time to time.

     The registered office of the Company 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 Managers.

ARTICLE II

MEMBERS

     SECTION 1. MEETINGS. The annual meeting of Members shall be designated by the Board of Managers, for the purpose of electing managers and for the transaction of such other business as may come before the meeting. If the election of managers 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 Members to be held as soon thereafter as may be convenient. Special meetings of the Members may be called by the Chairman of the Board, the President, by a majority of the members of the Board of Managers or by the holders of not less than one-fifth of the percentage ownership of the Company.

     SECTION 2. PLACE OF MEETING. The annual meeting, or any special meeting of the Members, shall be held in Nashville, Tennessee, unless otherwise designated by them. A waiver of notice, signed by all Members, may designate any place, either within or without the State, as the place for the holding of such meeting. If a special meeting be otherwise called, the place of meeting shall be the office of the Company in the State of Tennessee, except as otherwise provided in Section 5 of this Article.

     SECTION 3. NOTICE OF MEETINGS. When written or printed notice is required to be given to the Members, such notice shall be given 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 one hour nor more than forty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, the President, the Secretary, or the officer or persons calling the meeting, to each Member 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 in a sealed envelope addressed to the Member at his address as it appears on the records of the Company, with postage thereon prepaid. Notice of a meeting, either annual or special, called for the purpose of electing managers shall be delivered not less than two hours before the meeting.

     SECTION 4. MEETING OF ALL MEMBERS. If all of the Members shall meet at any time and place, either within or without the State, 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 percentage ownership of the Company, represented in person or by proxy, shall constitute a quorum at any meeting of Members; provided, that if less than a majority of the percentage ownership are represented at said meeting, a majority of the percentage ownership so represented may adjourn the meeting from time to time without further notice.

     SECTION 6. PROXIES. At all meetings of Members, a Member may vote by proxy executed in writing by the Member or by its duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Company 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 PERCENTAGE OWNERSHIP. Each percentage of the percentage ownership shall be entitled to one vote upon each matter submitted to a vote at a meeting of Members. Percentage ownership standing in the name of another company, domestic or foreign, may be voted by such officer, agent or proxy as the governing documents of such company may prescribe, or, in the absence of such provision, as such company’s management may determine. In all elections of managers, every Member shall have the right to vote, in person or by proxy, one vote for each percentage of the percentage ownership owned by it, for as many persons as there are managers to be elected. All voting shall be on a non-cumulative basis, unless otherwise stated in the Articles of Organization or except as required by applicable state law.

     SECTION 8. INFORMAL ACTION BY MEMBERS. Any action required to be taken at a meeting of the Members 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 Members 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 Members entitled to vote thereon were present and voted with respect to the subject matter thereof.

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ARTICLE III

MANAGERS

     SECTION 1. GENERAL POWERS. The business and affairs of the Company shall be managed by its Board of Managers.

     SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of managers of the Company shall be not less than one (1) nor more than ten (10), but may be increased by amendment of this LLC Agreement by the Members. Each manager 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. Managers need not be residents of the state of formation nor need they be the holder of any percentage ownership of the Company.

     SECTION 2.1 COMMITTEES OF THE BOARD. The Board of Managers may from time to time appoint such standing or special committees as it may deem for the best interest of the Company, but no such committee shall have any powers, except such as are expressly conferred upon it by the Board of Managers.

     SECTION 3. MEETINGS. A regular meeting of the Board of Managers shall be held without other notice than this LLC Agreement, immediately after, and at the same place, as the annual meeting of Members. Additional regular meetings of the Board of Managers may be held at any time and place designated by them. Special Meetings of the Board of Managers may be called by or at the request of the Chairman of the Board or a majority of the managers. Special meetings shall be held, unless otherwise designated by the Board of Managers, in Nashville, Tennessee. Meetings may be held by the managers participating in same by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation constitutes presence in person for all those participating. Whenever the Act authorizes or permits managers 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 managers at a meeting.

     SECTION 4. NOTICE. Notice of any special meeting shall be given at least two (2) hours prior thereto by written notice delivered personally or mailed to each manager at his business address, or by facsimile. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by facsimile, such notice shall be deemed to be delivered when the facsimile is transmitted. Any manager may waive notice of any meeting. The attendance of a manager at any meeting shall constitute a waiver of notice of such meeting, except where a manager 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 Managers need be specified in the notice or waiver of notice of such meeting.

     SECTION 5. QUORUM. A majority of the Board of Managers shall constitute a quorum for the transaction of business at any meeting of the Board of Managers, provided, that if

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less than a majority of the managers are present at said meeting, a majority of the managers present may adjourn the meeting from time to time without further notice.

     SECTION 6. MANNER OF ACTING. The act of the majority of the managers present at a meeting at which a quorum is present shall be the act of the Board of Managers. Any action required to be taken at a meeting of the Managers 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 Managers 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 Managers entitled to vote thereon were present and voted with respect to the subject matter thereof.

     SECTION 7. VACANCIES. Any vacancy occurring in the Board of Managers or in a position on the Board to be filled by reason of an increase in the number of managers, may be filled by election at an annual meeting or at a special meeting of Members called for that purpose. A manager elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

     SECTION 8. RESIGNATION OF MANAGERS. Any manager may resign at any time by giving written notice of such resignation to the Board of Managers, the Chairman of the Board 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 Managers or one of the above named officers; and, unless specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     SECTION 9. REMOVAL OF MANAGERS. At any special meeting of the Members, duly called as provided in this LLC Agreement, any manager or managers may, by the affirmative vote of the holders of a majority of all the percentage ownership entitled to vote for the election of managers, 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 10. COMPENSATION. Managers, as such, shall not receive any stated salaries for their services, but by resolution of the Board of Managers, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Managers; provided that nothing herein contained shall be construed to preclude any manager from serving the Company in any other capacity and receiving compensation therefor.

     SECTION 11. DELEGATION OF DUTIES TO CLINICAL BOARDS. The Board of Managers of the Company (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 Company 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 Managers 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.

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     The Board of Managers has delegated to the Chief Executive Officer of the Company, in accordance with this Operating Agreement, the authority to appoint the Clinical Board. The Board of Managers has delegated to its officers, in accordance with this Operating Agreement, 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 Managers, while maintaining continuing communication with the Clinical Board and Medical Staff.

     The Board of Managers has appointed the Clinical Board to assist and advise the CEO and/or Administrator, the Board of Managers, 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 Managers 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 policies regarding such matters.

     The Board of Managers, 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 Managers 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 Managers, to overrule decisions made by the Clinical Board.

ARTICLE IV

OFFICERS

     SECTION 1. CLASSES. The officers of the Company shall be a President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the Board of Managers, 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 the Board of Managers.

     SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Company shall be elected annually by the Board of Managers at the first meeting of the Board of Managers held after the annual meeting of Members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Vacancies may be filled or new offices created and filled at any meeting of the Board of Managers. 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.

     SECTION 3. REMOVAL. Any officer or agent elected or appointed by the Board of Managers may be removed by the Board of Managers whenever in its judgment the best interest

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of the Company would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

     SECTION 4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Managers for the unexpired portion of the term.

     SECTION 5. PRESIDENT. The President shall have general charge of the business affairs and property of the Company and general supervision over its officers and agents, If present, he shall preside at all meetings of Members and he shall see that all orders and resolutions of the Board of Managers are carried into effect. He may sign and execute in the name of the Company deeds, mortgages, bonds, contracts, agreements or other instruments duly authorized by the Board of Managers except in cases where the signing and execution thereof shall be expressly delegated by the Board of Managers to some other officer or agent. From time to time, he shall report to the Board of Managers all matters within his knowledge which the interests of the Company may require to be brought to their attention. He shall also perform such other duties as are given to him by this LLC Agreement or as from time to time may be assigned to him by the Board of Managers.

     SECTION 6. VICE PRESIDENTS. The Vice Presidents shall perform such duties as are given to them by this LLC Agreement or as from time to time may be assigned to them by the Board of Managers, the Chairman of the Board, or the President, and, in the order of their seniority, or in any other order as the Board of Managers 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 Company, deeds, mortgages, bonds and other instruments.

     SECTION 7. SECRETARY. The Secretary shall:

     (a) Record all the proceedings of the meetings of the Members, the Board of Managers, 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 this LLC Agreement and as required by statutes;

     (c) Whenever any committee shall be appointed in pursuance of a resolution of the Board of Managers, furnish the Chairman of such committee with a copy of such resolution;

     (d) Be custodian of the records and of the seal of the Company, and cause such seal to be affixed to all instruments the execution of which on behalf of the Company 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;

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     (f) Have charge of the ownership records of the Company and exhibit such records at all reasonable times to such persons as are entitled by statute to have access thereto;

     (g) In general, perform all duties incident to the office of the Secretary and such other duties as are given to him by this LLC Agreement or as from time to time may he assigned to him by the Board of Managers, the Chairman of the Board or the President.

     SECTION 8. ASSISTANT SECRETARIES. 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 Managers or the Chairman of the Board 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. The Assistant Secretaries shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Secretary.

     SECTION 9. TREASURER. If required by the Board of Managers, 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 Managers shall determine. He shall: (a) have charge and custody of and be responsible for all funds and securities of the Company; receive and give receipts for moneys due and payable to the Company from any source whatsoever, and deposit all such moneys in the name of the Company in such banks, trust companies, or other depositaries as shall be selected in accordance with the provisions of Article V of this LLC Agreement; (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 Managers, the Chairman of the Board or the President.

     SECTION 10. ASSISTANT TREASURERS. 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 Managers or the Chairman of the Board 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. The Assistant Treasurers shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Treasurer.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

     SECTION 1. CONTRACTS. The Board of Managers 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 Company and such authority may be general or confined to specific instances.

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     SECTION 2. LOANS. No loans shall be contracted on behalf of the Company and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Managers. 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 Company shall be signed by such officer or officers, agent or agents, of the Company and in such manner as shall from time to time be determined by resolution of the Board of Managers.

     SECTION 4. DEPOSITS. All funds of the Company not otherwise employed shall be deposited from time to time to the credit of the Company in such banks, trust companies, or other depositaries as the Board of Managers may select.

ARTICLE VI

TRANSFER OF PERCENTAGE OWNERSHIP

     Transfers of percentage ownership of the Company shall be made only on the books of the Company. The person in whose name percentage ownership stands on the books of the Company shall be deemed the owner thereof for all purposes as regards the Company.

ARTICLE VII

FISCAL YEAR

     The fiscal year of the Company 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 Managers.

ARTICLE VIII

DISTRIBUTIONS

     Prior to the dissolution of the Company, no Member shall have the right to receive any distributions of or return of its capital contribution. All distributions and all allocations of income, gains, losses and credits shall be made in accordance with the percentage ownership of the Members. The Board of Managers may from time to time declare, and the Company may pay, dividends on its percentage ownership in the manner and upon the terms and conditions provided by law and its Articles of Organization. The Members shall not be required to make any additional contributions of capital to the Company, although the Members may from time to time agree to make additional contributions to the Company.

ARTICLE IX

SEAL

     The Board of Managers may provide a company seal in such form as the Board of Managers may prescribe.

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ARTICLE X

WAIVER OF NOTICE

     Whenever any notice whatsoever is required to be given under the provisions of this LLC Agreement, or under the provisions of the Certificate of Formation, or under the provisions of the Act, 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.

ARTICLE XI

INDEMNIFICATION OF OFFICERS AND MANAGERS

     The Company shall indemnify its officers and managers against all reasonable expenses 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 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 shall extend 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 shall also extend 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 shall not be 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 or managers.

ARTICLE XII

AMENDMENTS

     The Members may alter, amend or rescind this LLC Agreement at any annual or special meeting of Members at which a quorum is present, by the vote of a majority of the percentage ownership represented at such meeting, provided that the notice of such meeting shall have included notice of such proposed amendment. The Board of Managers shall have the power and authority to alter, amend or rescind the LLC Agreement of the Company at any regular or special meeting at which a quorum is present by the vote of a majority of the entire Board of Managers, subject always to the power of the Members to change such action of the managers.

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     Executed and effective this 2^nd day of February, 2007.

MUSKOGEE REGIONAL MEDICAL CENTER, LLC
Sole Member
By: Name:	/s/ D. Andrew Slusser D. Andrew Slusser
Title:	Vice President

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EX-3.47

EXHIBIT 3.47

Delaware

The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF FORMATION OF “MUSKOGEE REGIONAL MEDICAL CENTER, LLC”, FILED IN THIS OFFICE ON THE TWENTY-SECOND DAY OF JANUARY, A.D. 2007, AT 3:26 O’CLOCK P.M.

/s/ Harriett Smith Windsor  

Harriet Smith Windsor, Secretary of State 

4288639     8100	AUTHENTICATION: 5372856
070069509	Date: 01-22-07

CERTIFICATE OF FORMATION

OF

MUSKOGEE REGIONAL MEDICAL CENTER, LLC

     Pursuant to Section 18-201 of the Delaware Limited Liability Company Act (the “Act”), the undersigned, desiring to form a limited liability company, does hereby certify as follows:

     1. The name of the limited liability company is Muskogee Regional Medical Center, LLC (the “LLC”).

     2. The address of the LLC’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801. The name of the registered agent is The Corporation Trust Company.

     3. The LLC shall have the power and authority to carry on any business permitted by, and to have and exercise all of the powers and rights conferred by, the Act as amended from time to time or any successor provisions thereto.

     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 12^th day of January, 2007.

Muskogee Regional Medical Center, LLC
 

/s/ D. Andrew Slusser  

D. Andrew Slusser, Authorized Person 

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
DELIVERED 03:48 PM 01/22/2007
FILED 03:26 PM 01/22/2007 SRV 070069509 — 4288639 FILE

EX-3.48

EXHIBIT 3.48

LIMITED LIABILITY COMPANY AGREEMENT
OF
MUSKOGEE REGIONAL MEDICAL CENTER, LLC

     The undersigned hereby executes this Limited Liability Company Agreement (“LLC Agreement”) as the sole member (“Member”) of Muskogee Regional Medical Center, LLC (the “Company”), a Delaware limited liability company formed on January 22, 2007, pursuant to the provisions of the Delaware Limited Liability Company Act (“Act”).

     The Company may engage in any lawful business permitted by the Act, including without limitation, acquiring, constructing, developing, owning, operating, selling, leasing, financing, and otherwise dealing with real property and healthcare businesses. The term of the Company shall be perpetual.

ARTICLE I

OFFICES

     The principal office of the Company shall be designated from time to time by the Board of Managers. The Company may have offices in addition to its principal place of business as the business of the Company may require from time to time.

     The registered office of the Company 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 Managers.

ARTICLE II

MEMBERS

     SECTION 1. MEETINGS. The annual meeting of Members shall be designated by the Board of Managers, for the purpose of electing managers and for the transaction of such other business as may come before the meeting. If the election of managers 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 Members to be held as soon thereafter as may he convenient. Special meetings of the Members may be called by the Chairman of the Board, the President, by a majority of the members of the Board of Managers or by the holders of not less than one-fifth of the percentage ownership of the Company.

     SECTION 2. PLACE OF MEETING. The annual meeting, or any special meeting of the Members, shall be held in Nashville, Tennessee, unless otherwise designated by them. A waiver of notice, signed by all Members, may designate any place, either within or without the State, as the place for the holding of such meeting. If a special meeting be otherwise called, the place of meeting shall be the office of the Company in the State of Tennessee, except as otherwise provided in Section 5 of this Article.

     SECTION 3. NOTICE OF MEETINGS. When written or printed notice is required to be given to the Members, such notice shall be given 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 lees than one hour nor more than forty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, the President, the Secretary, or the officer or persons calling the meeting, to each Member 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 in a sealed envelope addressed to the Member at his address as it appears an the records of the Company, with postage thereon prepaid. Notice of a meeting, either annual or special, called for the purpose of electing managers shall be delivered not less than two hours before the meeting,

     SECTION 4. MEETING OF ALL MEMBERS. If all of the Members shall meet at any time and place, either within or without the State, 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 percentage ownership of the Company, represented in person or by proxy, shall constitute a quorum at any meeting of Members; provided, that if less than a majority of the percentage ownership are represented at said meeting, a majority of the percentage ownership so represented may adjourn the meeting from time to time without further notice.

     SECTION 6. PROXIES. At all meetings of Members, a Member may vote by proxy executed in writing by the Member or by its duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Company 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 PERCENTAGE OWNERSHIP. Each percentage of the percentage ownership shall be entitled to one vote upon each matter submitted to a vote at a meeting of Members. Percentage ownership standing in the name of another company, domestic or foreign, may be voted by such officer, agent or proxy as the governing documents of such company may prescribe, or, in the absence of such provision, as such company’s management may determine. In all elections of managers, every Member shall have the right to vote, in person or by proxy, one vote for each percentage of the percentage ownership owned by it, for as many persons as there are managers to be elected. All voting shall be on a non-cumulative basis, unless otherwise stated in the Articles of Organization or except as required by applicable state law.

     SECTION 8. INFORMAL ACTION BY MEMBERS. Any action required to be taken at a meeting of the Members 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 Members 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 Members entitled to vote thereon were present and voted with respect to the subject matter thereof.

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ARTICLE III

MANAGERS

     SECTION 1. GENERAL POWERS. The business and affairs of the Company shall be managed by its Board of Managers.

     SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of managers of the Company shall be not leas than one (1) nor more than ten (10), but may be increased by amendment of this LLC Agreement by the Members. Each manager 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. Managers need not be residents of the state of formation nor need they be the holder of any percentage ownership of the Company.

     SECTION 2.1 COMMITTEES OF THE BOARD. The Board of Managers may from time to time appoint such standing or special committees as it may deem for the best interest of the Company, but no such committee shall have any powers, except such as are expressly conferred upon it by the Board of Managers.

     SECTION 3. MEETINGS. A regular meeting of the Board of Managers shall be held without other notice than this LLC Agreement, immediately after, and at the same place, as the annual meeting of Members. Additional regular meetings of the Board of Managers may be held at any time and place designated by them. Special Meetings of the Board of Managers may be called by or at the request of the Chairman of the Board or a majority of the managers. Special meetings shall be held, unless otherwise designated by the Board of Managers, in Nashville, Tennessee. Meetings may be held by the managers participating in same by means of a conference telephone or similar communications equipment by moans of which all persons participating in the meeting can hear each other and such participation constitutes presence in person for all those participating. Whenever the Act authorizes or permits managers 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 managers at a meeting.

     SECTION 4. NOTICE. Notice of any special meeting shall be given at least two (2) hours prior thereto by written notice delivered personally or mailed to each manager at his business address, or by facsimile, If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by facsimile, such notice shall be deemed to be delivered when the facsimile is transmitted, Any manager may waive notice of any meeting. The attendance of a manager at any meeting shall constitute a waiver of notice of such meeting, except where a manager 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 Managers need be specified in the notice or waiver of notice of such meeting.

     SECTION 5. QUORUM. A majority of the Board of Managers shall constitute a quorum for the transaction of business at any meeting of the Board of Managers, provided, that if

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less than a majority of the managers are present at said meeting, a majority of the managers present may adjourn the meeting from time to time without further notice.

     SECTION 6. MANNER OF ACTING. The act of the majority of the managers present at a meeting at which a quorum is present shall be the act of the Board of Managers. Any action required to be taken at a meeting of the Managers 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 Managers 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 Managers entitled to vote thereon were present and voted with respect to the subject matter thereof.

     SECTION 7. VACANCIES, Any vacancy occurring in the Board of Managers or in a position on the Board to be filled by reason of an increase in the number of managers, may be filled by election at an annual meeting or at a special meeting of Members called for that purpose. A manager elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

     SECTION 8. RESIGNATION OF MANAGERS. Any manager may resign at any time by giving written notice of such resignation to the Board of Managers, the Chairman of the Board 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 Managers or one of the above named officers; and, unless specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     SECTION 9. REMOVAL OF MANAGERS. At any special meeting of the Members, duly called as provided in this LLC Agreement, any manager or managers may, by the affirmative vote of the holders of a majority of all the percentage ownership entitled to vote for the election of managers, 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 10. COMPENSATION. Managers, as such, shall not receive any stated salaries for their services, but by resolution of the Board of Managers, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Managers; provided that nothing herein contained shall be construed to preclude any manager from serving the Company in any other capacity and receiving compensation therefor.

     SECTION 11. DELEGATION OF DUTIES TO CLINICAL BOARDS. The Board of Managers of the Company (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 Company 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 Managers 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.

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     The Board of Managers has delegated to the Chief Executive Officer of the Company, in accordance with this Operating Agreement, the authority to appoint the Clinical Board. The Board of Managers has delegated to its officers, in accordance with this Operating Agreement, 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 Managers, while maintaining continuing communication with the Clinical Board and Medical Staff.

     The Board of Managers has appointed the Clinical Board to assist and advise the CEO and/or Administrator, the Board of Managers, 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 Managers 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 policies regarding such matters.

     The Board of Managers, 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 Managers 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 Managers, to overrule decisions made by the Clinical Board.

ARTICLE IV

OFFICERS

     SECTION I. CLASSES. The officers of the Company shall be a President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the Board of Managers, 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 the Board of Managers.

     SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Company shall be elected annually by the Board of Managers at the first meeting of the Board of Managers held after the annual meeting of Members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Vacancies may be filled or new offices created and filled at any meeting of the Board of Managers. 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.

     SECTION 3. REMOVAL. Any officer or agent elected or appointed by the Board of Managers may be removed by the Board of Managers whenever in its judgment the best interest

5

of the Company would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

     SECTION 4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be idled by the Board of Managers for the unexpired portion of the term.

     SECTION 5. PRESIDENT. The President shall have general charge of the business affairs and property of the Company and general supervision over its officers and agents, If present, he shall preside at all meetings of Members and he shall see that all orders and resolutions of the Board of Managers are carried into effect. He may sign and execute in the name of the Company deeds, mortgages, bonds, contracts, agreements or other instruments duly authorized by the Board of Managers except in cases where the signing and execution thereof shall be expressly delegated by the Board of Managers to some other officer or agent. From time to time, he shall report to the Board of Managers all matters within his knowledge which the interests of the Company may require to be brought to their attention. He shall also perform such other duties as are given to him by this LLC Agreement or as from time to time may be assigned to him by the Board of Managers.

     SECTION 6. VICE PRESIDENTS. The Vice Presidents shall perform such duties as are given to them by this LLC Agreement or as from time to time may be assigned to them by the Board of Managers, the Chairman of the Board, or the President, and, in the order of their seniority, or in any other order as the Board of Managers 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 Company, deeds, mortgages, bonds and other instruments.

     SECTION 7. SECRETARY. The Secretary shall:

     (a) Record all the proceedings of the meetings of the Members, the Board of Managers, 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 this LLC Agreement and as required by statutes;

     (c) Whenever any committee shall be appointed in pursuance of a resolution of the Board of Managers, furnish the Chairman of such committee with a copy of such resolution;

     (d) Be custodian of the records and of the seal of the Company, and cause such seal to be affixed to all instruments the execution of which on behalf of the Company 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;

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     (f) Have charge of the ownership records of the Company and exhibit such records at all reasonable times to such persons as are entitled by statute to have access thereto;

     (g) In general, perform all duties incident to the office of the Secretary and such other duties as are given to him by this LLC Agreement or as from time to time may he assigned to him by the Board of Managers, the Chairman of the Board or the President.

     SECTION 8. ASSISTANT SECRETARIES, 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 Managers or the Chairman of the Board 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. The Assistant Secretaries shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Secretary.

     SECTION 9. TREASURER. If required by the Board of Managers, 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 Managers shall determine. He shall: (a) have charge and custody of and be responsible for all funds and securities of the Company; receive and give receipts for moneys due and payable to the Company from any source whatsoever, and deposit all such moneys in the name of the Company in such banks, trust companies, or other depositaries as shall be selected in accordance with the provisions of Article V of this LLC Agreement; (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 Managers, the Chairman of the Board or the President.

     SECTION 10. ASSISTANT TREASURERS. 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 Managers or the Chairman of the Board 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. The Assistant Treasurers shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Treasurer.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

     SECTION 1. CONTRACTS. The Board of Managers 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 Company and such authority may be general or confined to specific instances.

7

     SECTION 2. LOANS. No loans shall be contracted on behalf of the Company and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Managers. 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 Company shall be signed by such officer or officers, agent or agents, of the Company and in such manner as shall from time to time be determined by resolution of the Board of Managers.

     SECTION 4. DEPOSITS. All funds of the Company not otherwise employed shall be deposited from time to time to the credit of the Company in such banks, trust companies, or other depositaries as the Board of Managers may select.

ARTICLE VI

TRANSFER OF PERCENTAGE OWNERSHIP

     Transfers of percentage ownership of the Company shall be made only on the books of the Company. The person in whose name percentage ownership stands on the books of the Company shall be deemed the owner thereof for all purposes as regards the Company.

ARTICLE VII

FISCAL YEAR

     The fiscal year of the Company 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 Managers.

ARTICLE VIII

DISTRIBUTIONS

     Prior to the dissolution of the Company, no Member shall have the right to receive any distributions of or return of its capital contribution. All distributions and all allocations of income, gains, losses and credits shall be made in accordance with the percentage ownership of the Members. The Board of Managers may from time to time declare, and the Company may pay, dividends on its percentage ownership in the manner and upon the terms and conditions provided by law and its Articles of Organization. The Members shall not he required to make any additional contributions of capital to the Company, although the Members may from time to time agree to make additional contributions to the Company.

ARTICLE IX

SEAL

     The Board of Managers may provide a company seal in such form as the Board of Managers may prescribe.

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ARTICLE X

WAIVER OF NOTICE

     Whenever any notice whatsoever is required to be given under the provisions of this LLC Agreement, or under the provisions of the Certificate of Formation, or under the provisions of the Act, 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.

ARTICLE XI

INDEMNIFICATION OF OFFICERS AND MANAGERS

     The Company shall indemnify its officers and managers against all reasonable expenses 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 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 shall extend 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 shall also extend 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 shall not be 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 or managers.

ARTICLE XII

AMENDMENTS

     The Members may alter, amend or rescind this LLC Agreement at any annual or special meeting of Members at which a quorum is present, by the vote of a majority of the percentage ownership represented at such meeting, provided that the notice of such meeting shall have included notice of such proposed amendment. The Board of Managers shall have the power and authority to alter, amend or rescind the LLC Agreement of the Company at any regular or special meeting at which a quorum is present by the vote of a majority of the entire Board of Managers, subject always to the power of the Members to change such action of the managers.

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     Executed this 22nd day of January, 2007, but effective January 22, 2007.

CAPELLA HOLDINGS OF OKLAHOMA, LLC Sole Member
By:	/s/ D. Andrew Slusser
Name:		D. Andrew Slusser
Title:		Vice President

10

EX-3.49

EXHIBIT 3.49

State of Delaware

Office of Secretary of State

     I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF NATIONAL HEALTHCARE OF DECATUR, INC. FILED IN THIS OFFICE ON THE TWENTY-THIRD DAY OF MAY, A.D. 1986, AT 10 O’CLOCK A.M.

[SEAL] /s/ Michael Harkins   Michael Harkins, Secretary of State

Book 371 Page 40	AUTHENTICATION: 10831205
PAGE 1
[6726]	Date: 05/23/1986
726143049

CERTIFICATE OF INCORPORATION

OF

NATIONAL HEALTHCARE OF DECATUR, INC.

* * * * *

     1. The name of the corporation is NATIONAL HEALTHCARE OF DECATUR, INC.

     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.

     3. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

     4. The total number of shares of stock which the corporation shall have authority to issue is One Thousand (1,000) common and the par value of each of such shares is One Dollar ($1.00) amounting in the aggregate to One Thousand Dollars ($1,000.00).

     5A. The name and mailing address of each incorporator is as follows:

NAME	MAILING ADDRESS
D. A. Hampton	Corporation Trust Center
	1209 Orange Street
	Wilmington, Delaware 19801
J. A. Grodzicki	Corporation Trust Center
	1209 Orange Street
	Wilmington, Delaware 19801
S. J. Queppet	Corporation Trust Center
	1209 Orange Street
	Wilmington, Delaware 19801

     5B. The name and mailing address of each person, who is to serve as a director until the first annual meeting of the stockholders or until a successor is elected and qualified, is as follows:

NAME	MAILING ADDRESS
Stephen L. Phelps	444 North Oates Street
	Dothan, Alabama 36303

     6. The corporation is to have perpetual existence.

     7. In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized to make, alter or repeal the by-laws of the corporation.

     8. Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide.

     Meetings of stockholders may be held within or without the State of Delaware, as the by-laws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation.

     9. The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

     WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is our act and deed and the facts herein stated are true, and accordingly have hereunto set our hands this 23rd day of May, 1986.

D. A. Hampton D. A. Hampton

J. A. Grodzicki J. A. Grodzicki

S. J. Queppet S. J. Queppet

726143049

Book 371 Page 41

RECEIVED FOR RECORD

May 23, 1986

/s/ Michael Harkins Michael Harkins, Secretary of State

Received for Record
May 28, 1986
LEO J. DUGAN, Jr., Recorder

EX-3.50

EXHIBIT 3.50

Adopted: March 1, 2008

AMENDED AND RESTATED
BY-LAWS
OF
NATIONAL HEALTHCARE OF DECATUR, INC.

ARTICLE I

OFFICES

     The principal office of National Healthcare of Decatur, Inc. (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.

2

     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 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.

3

     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 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 hospitals 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.

4

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.

     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

5

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 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.

6

     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.

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 1^st day of January and end on the 31^st 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.

7

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.

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-3.51

EXHIBIT 3.51

STATE OF DELAWARE

[SEAL]

OFFICE OF SECRETARY OF STATE

     I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HERESY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF NATIONAL HEALTHCARE OF HARTSELLE, INC. FILED IN THIS OFFICE ON THE TWENTY-THIRD DAY OF MAY, A.D. 1986, AT 10 O’CLOCK A.M.

[SEAL]
6725 /s/ Michael Harkins   Michael Harkins, Secretary of State

Book 371 page 35	AUTHENTICATION: 10831212
726143052	Date: 05/23/1986
6725

CERTIFICATE OF INCORPORATION

OF

NATIONAL HEALTHCARE OF HARTSELLE, INC.

* * * * *

     1. The name of the corporation is NATIONAL HEALTHCARE OF HARTSELLE, INC.

     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.

     3. The nature of the business or purposes to be conducted or promoted is:

     To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

     4. The total number of shares of stock which the corporation shall have authority to issue is One Thousand (1,000) common and the par value of each of such shares is One Dollar ($1.00) amounting in the aggregate to One Thousand Dollars ($1,000.00).

     5A. The name and mailing address of each incorporator is as follows:

NAME	MAILING ADDRESS
D. A. Hampton	Corporation Trust Center 1209 Orange Street Wilmington, Delaware 19801
J. A. Grodzicki	Corporation Trust Center 1209 Orange Street Wilmington, Delaware 19801
S. J. Queppet	Corporation Trust Center 1209 Orange Street Wilmington, Delaware 19801

     5B. The name and mailing address of each person, who is to serve as a director until the first annual meeting of the stockholders or until a successor is elected and qualified, is as follows:

NAME	MAILING ADDRESS
Stephen L. Phelps	444 North Oates Street Dothan, Alabama 36303

     6. The corporation is to have perpetual existence.

     7. In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized to make, alter or repeal the by-laws of the corporation.

     8. Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide.

     Meetings of stockholders may be held within or without the State of Delaware, as the by-laws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation.

     9. The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

     WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is our act and deed and the facts herein stated are true, and accordingly have hereunto set our hands this 23th day of May, 1986.

D. A. Hampton D. A. Hampton

J. A. Grodzicki J. A. Grodzicki

S. J. Queppet S. J. Queppet

Filed

May 23, 1986 10 AM

/s/ Michael Harkins Michael Harkins, Secretary of State

RECEIVED FOR RECORD
MAY 28 1986
LEO J. DUGAN, Jr., Recorder

Book 371, Page 36
726143052

Received for Record
May 28th, A.D. 1986.
Leo J. Dugan, Jr., Recorder.

STATE OF DELAWARE	:
	:	SS.:
NEW CASTLE COUNTY	:

     Recorded in the Recorder’s Office at Wilmington, Vol. _____ Page _________&c., the 28th day of May, A. D. 1986.

     Witness my hand and official seal.

Leo J. Dugan, Jr. Recorder.

Records Office
New Castle Co. Del.
Mercy Justice

EX-3.52

EXHIBIT 3.52

Adopted: March 1, 2008

AMENDED AND RESTATED
BY-LAWS
OF

NATIONAL HEALTHCARE OF HARTSELLE, INC.

ARTICLE I

OFFICES

     The principal office of National Healthcare of Hartselle, Inc. (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.

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     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 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.

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     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 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.

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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.

     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

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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 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.

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     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.

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.

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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.

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.

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EX-3.53

EXHIBIT 3.53

Delaware

The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF FORMATION OF “NATIONAL PARK CARDIOLOGY SERVICES, LLC”, FILED IN THIS OFFICE ON THE THIRD DAY OF MARCH, A.D. 2009, AT 5:21 O’CLOCK P.M.

/s/ Jeffrey W. Bullock Jeffrey W. Bullock, Secretary of State

4661114 8100	AUTHENTICATION: 7168960
090233417	Date: 03-05-09

CERTIFICATE OF FORMATION
OF
NATIONAL PARK CARDIOLOGY SERVICES, LLC

     Pursuant to Section 18-201 of the Delaware Limited Liability Company Act (the “Act”), the undersigned, desiring to form a limited liability company, does hereby certify as follows:

     1. The name of the limited liability company is National Park Cardiology Services, LLC (the “LLC”).

     2. The address of the LLCs registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801. The name of the registered agent is The Corporation Trust Company.

     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 2nd day of March, 2009.

/s/ Nora L. Liggett Nora L Liggett, Authorized Person

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

DELIVERED 06/31 PM 03/03/2009

FILED 05:21 PM 03/03/2009

SRV 090233417 — 4661114 FILE

EX-3.54

EXHIBIT 3.54

LIMITED LIABILITY COMPANY AGREEMENT
OF
NATIONAL PARK CARDIOLOGY SERVICES, LLC

     The undersigned hereby executes this Limited Liability Company Agreement (“LLC Agreement”) as the sole member (“Member”) of National Park Cardiology Services, LLC (the “Company”), a Delaware limited liability company formed on March 3, 2009, pursuant to the provisions of the Delaware Limited Liability Company Act (“Act”).

     The Company may engage in any lawful business permitted by the Act, including without limitation, acquiring, constructing, developing, owning, operating, selling, leasing, financing, and otherwise dealing with real property and healthcare businesses. The term of the Company shall be perpetual.

ARTICLE I

OFFICES

     The principal office of the Company shall be designated from time to time by the Board of Managers. The Company may have offices in addition to its principal place of business as the business of the Company may require from time to time.

     The registered office of the Company 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 Managers.

ARTICLE II

MEMBERS

     SECTION 1. MEETINGS. The annual meeting of Members shall be designated by the Board of Managers, for the purpose of electing managers and for the transaction of such other business as may come before the meeting. If the election of managers 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 Members to be held as soon thereafter as may be convenient. Special meetings of the Members may be called by the Chairman of the Board, the President, by a majority of the members of the Board of Managers or by the holders of not less than one-fifth of the percentage ownership of the Company.

     SECTION 2. PLACE OF MEETING. The annual meeting, or any special meeting of the Members, shall be held in Nashville, Tennessee, unless otherwise designated by them. A waiver of notice, signed by all Members, may designate any place, either within or without the State, as the place for the holding of such meeting. If a special meeting be otherwise called, the place of meeting shall be the office of the Company in the State of Tennessee, except as otherwise provided in Section 5 of this Article.

     SECTION 3. NOTICE OF MEETINGS. When written or printed notice is required to be given to the Members, such notice shall be given 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 one hour nor more than forty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, the President, the Secretary, or the officer or persons calling the meeting, to each Member 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 in a sealed envelope addressed to the Member at his address as it appears on the records of the Company, with postage thereon prepaid. Notice of a meeting, either annual or special, called for the purpose of electing managers shall be delivered not less than two hours before the meeting.

     SECTION 4. MEETING OF ALL MEMBERS. If all of the Members shall meet at any time and place, either within or without the State, 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 percentage ownership of the Company, represented in person or by proxy, shall constitute a quorum at any meeting of Members; provided, that if less than a majority of the percentage ownership are represented at said meeting, a majority of the percentage ownership so represented may adjourn the meeting from time to time without further notice.

     SECTION 6. PROXIES. At all meetings of Members, a Member may vote by proxy executed in writing by the Member or by its duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Company 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 PERCENTAGE OWNERSHIP. Each percentage of the percentage ownership shall be entitled to one vote upon each matter submitted to a vote at a meeting of Members. Percentage ownership standing in the name of another company, domestic or foreign, may be voted by such officer, agent or proxy as the governing documents of such company may prescribe, or, in the absence of such provision, as such company’s management may determine. In all elections of managers, every Member shall have the right to vote, in person or by proxy, one vote for each percentage of the percentage ownership owned by it, for as many persons as there are managers to be elected. All voting shall be on a non-cumulative basis, unless otherwise stated in the Articles of Organization or except as required by applicable state law.

     SECTION 8. INFORMAL ACTION BY MEMBERS. Any action required to be taken at a meeting of the Members 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 Members 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 Members entitled to vote thereon were present and voted with respect to the subject matter thereof.

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ARTICLE III

MANAGERS

     SECTION 1. GENERAL POWERS. The business and affairs of the Company shall be managed by its Board of Managers.

     SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of managers of the Company shall be not less than one (1) nor more than ten (10), but may be increased by amendment of this LLC Agreement by the Members. Each manager 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. Managers need not be residents of the state of formation nor need they be the holder of any percentage ownership of the Company.

     SECTION 2.1 COMMITTEES OF THE BOARD. The Board of Managers may from time to time appoint such standing or special committees as it may deem for the best interest of the Company, but no such committee shall have any powers, except such as are expressly conferred upon it by the Board of Managers.

     SECTION 3. MEETINGS. A regular meeting of the Board of Managers shall be held without other notice than this LLC Agreement, immediately after, and at the same place, as the annual meeting of Members. Additional regular meetings of the Board of Managers may be held at any time and place designated by them. Special Meetings of the Board of Managers may be called by or at the request of the Chairman of the Board or a majority of the managers. Special meetings shall be held, unless otherwise designated by the Board of Managers, in Nashville, Tennessee. Meetings may be held by the managers participating in same by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation constitutes presence in person for all those participating. Whenever the Act authorizes or permits managers 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 managers at a meeting.

     SECTION 4. NOTICE. Notice of any special meeting shall be given at least two (2) hours prior thereto by written notice delivered personally or mailed to each manager at his business address, or by facsimile. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by facsimile, such notice shall be deemed to be delivered when the facsimile is transmitted. Any manager may waive notice of any meeting. The attendance of a manager at any meeting shall constitute a waiver of notice of such meeting, except where a manager 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 Managers need be specified in the notice or waiver of notice of such meeting.

     SECTION 5. QUORUM. A majority of the Board of Managers shall constitute a quorum for the transaction of business at any meeting of the Board of Managers, provided, that if

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less than a majority of the managers are present at said meeting, a majority of the managers present may adjourn the meeting from time to time without further notice.

     SECTION 6. MANNER OF ACTING. The act of the majority of the managers present at a meeting at which a quorum is present shall be the act of the Board of Managers. Any action required to be taken at a meeting of the Managers 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 Managers 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 Managers entitled to vote thereon were present and voted with respect to the subject matter thereof.

     SECTION 7. VACANCIES. Any vacancy occurring in the Board of Managers or in a position on the Board to be filled by reason of an increase in the number of managers, may be filled by election at an annual meeting or at a special meeting of Members called for that purpose. A manager elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

     SECTION 8. RESIGNATION OF MANAGERS. Any manager may resign at any time by giving written notice of such resignation to the Board of Managers, the Chairman of the Board 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 Managers or one of the above named officers; and, unless specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     SECTION 9. REMOVAL OF MANAGERS. At any special meeting of the Members, duly called as provided in this LLC Agreement, any manager or managers may, by the affirmative vote of the holders of a majority of all the percentage ownership entitled to vote for the election of managers, 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 10. COMPENSATION. Managers, as such, shall not receive any stated salaries for their services, but by resolution of the Board of Managers, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Managers; provided that nothing herein contained shall be construed to preclude any manager from serving the Company in any other capacity and receiving compensation therefor.

     SECTION 11. DELEGATION OF DUTIES TO CLINICAL BOARDS. The Board of Managers of the Company (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 Company 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 Managers 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.

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     The Board of Managers has delegated to the Chief Executive Officer of the Company, in accordance with this Operating Agreement, the authority to appoint the Clinical Board. The Board of Managers has delegated to its officers, in accordance with this Operating Agreement, 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 Managers, while maintaining continuing communication with the Clinical Board and Medical Staff.

     The Board of Managers has appointed the Clinical Board to assist and advise the CEO and/or Administrator, the Board of Managers, 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 Managers 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 policies regarding such matters.

     The Board of Managers, 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 Managers 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 Managers, to overrule decisions made by the Clinical Board.

ARTICLE IV

OFFICERS

     SECTION 1. CLASSES. The officers of the Company shall be a President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the Board of Managers, 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 the Board of Managers.

     SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Company shall be elected annually by the Board of Managers at the first meeting of the Board of Managers held after the annual meeting of Members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Vacancies may be filled or new offices created and filled at any meeting of the Board of Managers. 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.

     SECTION 3. REMOVAL. Any officer or agent elected or appointed by the Board of Managers may be removed by the Board of Managers whenever in its judgment the best interest

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of the Company would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

     SECTION 4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Managers for the unexpired portion of the term.

     SECTION 5. PRESIDENT. The President shall have general charge of the business affairs and property of the Company and general supervision over its officers and agents, If present, he shall preside at all meetings of Members and he shall see that all orders and resolutions of the Board of Managers are carried into effect. He may sign and execute in the name of the Company deeds, mortgages, bonds, contracts, agreements or other instruments duly authorized by the Board of Managers except in cases where the signing and execution thereof shall be expressly delegated by the Board of Managers to some other officer or agent. From time to time, he shall report to the Board of Managers all matters within his knowledge which the interests of the Company may require to be brought to their attention. He shall also perform such other duties as are given to him by this LLC Agreement or as from time to time may be assigned to him by the Board of Managers.

     SECTION 6. VICE PRESIDENTS. The Vice Presidents shall perform such duties as are given to them by this LLC Agreement or as from time to time may be assigned to them by the Board of Managers, the Chairman of the Board, or the President, and, in the order of their seniority, or in any other order as the Board of Managers 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 Company, deeds, mortgages, bonds and other instruments.

     SECTION 7. SECRETARY. The Secretary shall:

     (a) Record all the proceedings of the meetings of the Members, the Board of Managers, 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 this LLC Agreement and as required by statutes;

     (c) Whenever any committee shall be appointed in pursuance of a resolution of the Board of Managers, furnish the Chairman of such committee with a copy of such resolution;

     (d) Be custodian of the records and of the seal of the Company, and cause such seal to be affixed to all instruments the execution of which on behalf of the Company 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;

6

     (f) Have charge of the ownership records of the Company and exhibit such records at all reasonable times to such persons as are entitled by statute to have access thereto;

     (g) In general, perform all duties incident to the office of the Secretary and such other duties as are given to him by this LLC Agreement or as from time to time may he assigned to him by the Board of Managers, the Chairman of the Board or the President.

     SECTION 8. ASSISTANT SECRETARIES. 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 Managers or the Chairman of the Board 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. The Assistant Secretaries shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Secretary.

     SECTION 9. TREASURER. If required by the Board of Managers, 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 Managers shall determine. He shall: (a) have charge and custody of and be responsible for all funds and securities of the Company; receive and give receipts for moneys due and payable to the Company from any source whatsoever, and deposit all such moneys in the name of the Company in such banks, trust companies, or other depositaries as shall be selected in accordance with the provisions of Article V of this LLC Agreement; (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 Managers, the Chairman of the Board or the President.

     SECTION 10. ASSISTANT TREASURERS. 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 Managers or the Chairman of the Board 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. The Assistant Treasurers shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Treasurer.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

     SECTION 1. CONTRACTS. The Board of Managers 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 Company and such authority may be general or confined to specific instances.

7

     SECTION 2. LOANS. No loans shall be contracted on behalf of the Company and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Managers. 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 Company shall be signed by such officer or officers, agent or agents, of the Company and in such manner as shall from time to time be determined by resolution of the Board of Managers.

     SECTION 4. DEPOSITS. All funds of the Company not otherwise employed shall be deposited from time to time to the credit of the Company in such banks, trust companies, or other depositaries as the Board of Managers may select.

ARTICLE VI

TRANSFER OF PERCENTAGE OWNERSHIP

     Transfers of percentage ownership of the Company shall be made only on the books of the Company. The person in whose name percentage ownership stands on the books of the Company shall be deemed the owner thereof for all purposes as regards the Company.

ARTICLE VII

FISCAL YEAR

     The fiscal year of the Company 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 Managers.

ARTICLE VIII

DISTRIBUTIONS

     Prior to the dissolution of the Company, no Member shall have the right to receive any distributions of or return of its capital contribution. All distributions and all allocations of income, gains, losses and credits shall be made in accordance with the percentage ownership of the Members. The Board of Managers may from time to time declare, and the Company may pay, dividends on its percentage ownership in the manner and upon the terms and conditions provided by law and its Articles of Organization. The Members shall not be required to make any additional contributions of capital to the Company, although the Members may from time to time agree to make additional contributions to the Company.

ARTICLE IX

SEAL

     The Board of Managers may provide a company seal in such form as the Board of Managers may prescribe.

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ARTICLE X

WAIVER OF NOTICE

     Whenever any notice whatsoever is required to be given under the provisions of this LLC Agreement, or under the provisions of the Certificate of Formation, or under the provisions of the Act, 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.

ARTICLE XI

INDEMNIFICATION OF OFFICERS AND MANAGERS

     The Company shall indemnify its officers and managers against all reasonable expenses 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 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 shall extend 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 shall also extend 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 shall not be 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 or managers.

ARTICLE XII

AMENDMENTS

     The Members may alter, amend or rescind this LLC Agreement at any annual or special meeting of Members at which a quorum is present, by the vote of a majority of the percentage ownership represented at such meeting, provided that the notice of such meeting shall have included notice of such proposed amendment. The Board of Managers shall have the power and authority to alter, amend or rescind the LLC Agreement of the Company at any regular or special meeting at which a quorum is present by the vote of a majority of the entire Board of Managers, subject always to the power of the Members to change such action of the managers.

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     Executed and effective this 3rd day of March, 2009.

NPMC HOLDINGS, LLC, Sole Member
By: Name:	/s/ Howard T. Wall III
Title:	Vice President & Secretary

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EX-3.55

EXHIBIT 3.55

Delaware

PAGE 1

The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATION OF FORMATION OF “NATIONAL PARK FAMILY CARE, LLC” FILED IN THIS OFFICE ON THE SEVENTEENTH DAY OF NOVEMBER A.D., AT 12:51 O’CLOCK P.M.

/s/ Jeffrey W. Bullock Jeffrey W. Bullock, Secretary of State

4899707 8100	AUTHENTICATION: 8362964
101097185	Date: 11-18-10
You may verify this certificate online at corp.delaware.gov/authver.shtml

CERTIFICATE OF FORMATION
OF
NATIONAL PARK FAMILY CARE, LLC

     Pursuant to Section 18-201 of the Delaware Limited Liability Company Act (the “Act”), the undersigned, desiring to form a limited liability company, does hereby certify as follows:

     1. The name of the limited liability company is NATIONAL PARK FAMILY CARE, LLC (the “Company”).

     2. The address of its registered office in the State of Delaware is: Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

     3, The Company shall have the power and authority to carry on any business permitted by, and to have and exercise all of the powers and rights conferred by, the Act as amended from time to time or any successor provisions thereto.

     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 17^th day of November, 2010.

/s/ Howard T. Wall III Howard T. Wall III, Authorized Person

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

DELIVERED 01:14 PM 11/17/2010

FILED 12:51 PM 11/17/2010

SRV __01097185 — 4899707 FILE

EX-3.56

EXHIBIT 3.56

LIMITED LIABILITY COMPANY AGREEMENT
OF
NATIONAL PARK FAMILY CARE, LLC

     The undersigned hereby executes this Limited Liability Company Agreement (“LLC Agreement”) as the sole member (“Member”) of National Park Family Care, LLC (the “Company”), a Delaware limited liability company formed on November 17, 2010, pursuant to the provisions of the Delaware Limited Liability Company Act (“Act”).

     The Company may engage in any lawful business permitted by the Act, including without limitation, acquiring, constructing, developing, owning, operating, selling, leasing, financing, and otherwise dealing with real property and healthcare businesses. The term of the Company shall be perpetual.

ARTICLE I

OFFICES

     The principal office of the Company shall be designated from time to time by the Board of Managers. The Company may have offices in addition to its principal place of business as the business of the Company may require from time to time.

     The registered office of the Company 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 Managers.

ARTICLE II

MEMBERS

     SECTION 1. MEETINGS. The annual meeting of Members shall be designated by the Board of Managers, for the purpose of electing managers and for the transaction of such other business as may come before the meeting. If the election of managers 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 Members to be held as soon thereafter as may be convenient. Special meetings of the Members may be called by the Chairman of the Board, the President, by a majority of the members of the Board of Managers or by the holders of not less than one-fifth of the percentage ownership of the Company.

     SECTION 2. PLACE OF MEETING. The annual meeting, or any special meeting of the Members, shall be held in Franklin, Tennessee, unless otherwise designated by them. A waiver of notice, signed by all Members, may designate any place, either within or without the State, as the place for the holding of such meeting. If a special meeting be otherwise called, the place of meeting shall be the office of the Company in the State of Tennessee, except as otherwise provided in Section 4 of this Article.

     SECTION 3. NOTICE OF MEETINGS. When written or printed notice is required to be given to the Members, such notice shall be given 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 one hour nor more than forty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, the President, the Secretary, or the officer or persons calling the meeting, to each Member 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 in a sealed envelope addressed to the

Member at his address as it appears on the records of the Company, with postage thereon prepaid. Notice of a meeting, either annual or special, called for the purpose of electing managers shall be delivered not less than two hours before the meeting.

     SECTION 4. MEETING OF ALL MEMBERS. If all of the Members shall meet at any time and place, either within or without the State, 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 percentage ownership of the Company, represented in person or by proxy, shall constitute a quorum at any meeting of Members; provided, that if less than a majority of the percentage ownership are represented at said meeting, a majority of the percentage ownership so represented may adjourn the meeting from time to time without further notice.

     SECTION 6. PROXIES. At all meetings of Members, a Member may vote by proxy executed in writing by the Member or by its duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Company 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 PERCENTAGE OWNERSHIP. Each percentage of the percentage ownership shall be entitled to one vote upon each matter submitted to a vote at a meeting of Members. Percentage ownership standing in the name of another company, domestic or foreign, may be voted by such officer, agent or proxy as the governing documents of such company may prescribe, or, in the absence of such provision, as such company’s management may determine. In all elections of managers, every Member shall have the right to vote, in person or by proxy, one vote for each percentage of the percentage ownership owned by it, for as many persons as there are managers to be elected. All voting shall be on a non-cumulative basis, unless otherwise stated in the Articles of Organization or except as required by applicable state law.

     SECTION 8. INFORMAL ACTION BY MEMBERS. Any action required to be taken at a meeting of the Members 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 Members 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 Members entitled to vote thereon were present and voted with respect to the subject matter thereof.

ARTICLE III

MANAGERS

     SECTION 1. GENERAL POWERS. The business and affairs of the Company shall be managed by its Board of Managers.

     SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of managers of the Company shall be not less than one (1) nor more than ten (10), but may be increased by amendment of this LLC Agreement by the Members. Each manager 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. Managers need not be residents of the state of formation nor need they be the holder of any percentage ownership of the Company.

     SECTION 2.1 COMMITTEES OF THE BOARD. The Board of Managers may from time to time appoint such standing or special committees as it may deem for the best interest of the Company, but no such committee shall have any powers, except such as are expressly conferred upon it by the Board of Managers.

     SECTION 3. MEETINGS. A regular meeting of the Board of Managers shall be held without other notice than this LLC Agreement, immediately after, and at the same place, as the annual meeting of Members. Additional regular meetings of the Board of Managers may be held at any time and place designated by them. Special Meetings of the Board of Managers may be called by or at the request of the Chairman of the Board or a majority of the managers. Special meetings shall be held, unless otherwise designated by the Board of Manager in Nashville, Tennessee. Meetings may be held by the managers participating in same by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation constitutes presence in person for all those participating. Whenever the Act authorizes or permits managers 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 managers at a meeting.

     SECTION 4. NOTICE. Notice of any special meeting shall be given at least two (2) hours prior thereto by written notice delivered personally or mailed to each manager at his business address, or by facsimile. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by facsimile, such notice shall be deemed to be delivered when the facsimile is transmitted. Any manager may waive notice of any meeting. The attendance of a manager at any meeting shall constitute a waiver of notice of such meeting, except where a manager 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 Managers need be specified in the notice or waiver of notice of such meeting.

     SECTION 5. QUORUM. A majority of the Board of Managers shall constitute a quorum for the transaction of business at any meeting of the Board of Managers, provided, that if less than a majority of the managers are present at said meeting, a majority of the managers present may adjourn the meeting from time to time without further notice.

     SECTION 6. MANNER OF ACTING. The act of the majority of the managers present at a meeting at which a quorum is present shall be the act of the Board of Managers. Any action required to be taken at a meeting of the Managers 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 Managers 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 Managers entitled to vote thereon were present and voted with respect to the subject matter thereof.

     SECTION 7. VACANCIES. Any vacancy occurring in the Board of Managers or in a position on the Board to be filled by reason of an increase in the number of managers, may be filled by election at an annual meeting or at a special meeting of Members called for that purpose. A manager elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

     SECTION 8. RESIGNATION OF MANAGERS. Any manager may resign at any time by giving written notice of such resignation to the Board of Managers, the Chairman of the Board 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 Managers or one of the above named officers; and, unless specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     SECTION 9. REMOVAL OF MANAGERS. At any special meeting of the Members, duly called as provided in this LLC Agreement, any manager or managers may, by the affirmative vote of the holders of a majority of all the percentage ownership entitled to vote for the election of managers, 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 10. COMPENSATION. Managers, as such, shall not receive any stated salaries for their services, but by resolution of the Board of Managers, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Managers; provided that nothing herein contained shall be construed to preclude any manager from serving the Company in any other capacity and receiving compensation therefor.

     SECTION 11. DELEGATION OF DUTIES TO CLINICAL BOARDS. The Board of Managers of the Company 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 Company and retains ultimate responsibility for the Facility’s compliance with all applicable federal, state, and local laws and regulations. The Board of Managers 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 Managers has delegated to the Chief Executive Officer of the Company, in accordance with this Operating Agreement, the authority to appoint the Clinical Board. The Board of Managers has delegated to its officers, in accordance with this Operating Agreement, 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 Managers, while maintaining continuing communication with the Clinical Board and Medical Staff.

     The Board of Managers has appointed the Clinical Board to assist and advise the CEO and/or Administrator, the Board of Managers, 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 Managers 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 policies regarding such matters.

     The Board of Managers, 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 Managers 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 Managers, to overrule decisions made by the Clinical Board.

ARTICLE IV

OFFICERS

     SECTION 1. CLASSES. The officers of the Company shall be a President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the Board of Managers, 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 the Board of Managers.

     SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Company shall be elected annually by the Board of Managers at the first meeting of the Board of Managers held after the annual meeting of Members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Vacancies may be filled or new offices created and filled at any meeting of the Board of Managers. 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.

     SECTION 3. REMOVAL. Any officer or agent elected or appointed by the Board of Managers may be removed by the Board of Managers whenever in its judgment the best interest of the Company would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

     SECTION 4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Managers for the unexpired portion of the term.

     SECTION 5. PRESIDENT. The President shall have general charge of the business affairs and property of the Company and general supervision over its officers and agents. If present, he shall preside at all meetings of Members and he shall see that all orders and resolutions of the Board of Managers are carried into effect. He may sign and execute in the name of the Company deeds, mortgages, bonds, contracts, agreements or other instruments duly authorized by the Board of Managers except in cases where the signing and execution thereof shall be expressly delegated by the Board of Managers to some other officer or agent. From time to time, he shall report to the Board of Managers all matters within his knowledge which the interests of the Company may require to be brought to their attention. He shall also perform such other duties as are given to him by this LLC Agreement or as from time to time may be assigned to him by the Board of Managers.

     SECTION 6. VICE PRESIDENTS. The Vice Presidents shall perform such duties as are given to them by this LLC Agreement or as from time to time may be assigned to them by the Board of Managers, the Chairman of the Board, or the President, and, in the order of their seniority, or in any other order as the Board of Managers 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 Company, deeds, mortgages, bonds and other instruments.

     SECTION 7. SECRETARY. The Secretary shall:

     (a) Record all the proceedings of the meetings of the Members, the Board of Managers, 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 this LLC Agreement and as required by statutes;

     (c) Whenever any committee shall be appointed in pursuance of a resolution of the Board of Managers, furnish the Chairman of such committee with a copy of such resolution;

     (d) Be custodian of the records and of the seal of the Company, and cause such seal to be affixed to all instruments the execution of which on behalf of the Company 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 ownership records of the Company and exhibit such records at all reasonable times to such persons as are entitled by statute to have access thereto;

     (g) In general, perform all duties incident to the office of the Secretary and such other duties as are given to him by this LLC Agreement or as from time to time may he assigned to him by the Board of Managers, the Chairman of the Board or the President.

     SECTION 8. ASSISTANT SECRETARIES. 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 Managers or the Chairman of the Board 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. The Assistant Secretaries shall perform such other duties as from time to time maybe assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Secretary.

     SECTION 9. TREASURER. If required by the Board of Managers, 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 Managers shall determine. He shall: (a) have charge and custody of and be responsible for all funds and securities of the Company; receive and give receipts for moneys due and payable to the Company from any source whatsoever, and deposit all such moneys in the name of the Company in such banks, trust companies, or other depositaries as shall be selected in accordance with the provisions of Article V of this LLC Agreement; (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 Managers, the Chairman of the Board or the President.

     SECTION 10. ASSISTANT TREASURERS. 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 Managers or the Chairman of the Board 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. The Assistant Treasurers shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Treasurer.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

     SECTION 1. CONTRACTS. The Board of Managers 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 Company and such authority may be general or confined to specific instances.

     SECTION 2. LOANS. No loans shall be contracted on behalf of the Company and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Managers. 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 Company shall be signed by such officer or officers, agent or agents, of the Company and in such manner as shall from time to time be determined by resolution of the Board of Managers.

     SECTION 4. DEPOSITS. All funds of the Company not otherwise employed shall be deposited from time to time to the credit of the Company in such banks, trust companies, or other depositaries as the Board of Managers may select.

ARTICLE VI

TRANSFER OF PERCENTAGE OWNERSHIP

     Transfers of percentage ownership of the Company shall be made only on the books of the Company. The person in whose name percentage ownership stands on the books of the Company shall be deemed the owner thereof for all purposes as regards the Company.

ARTICLE VII

FISCAL YEAR

     The fiscal year of the Company 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 Managers,

ARTICLE VIII

DISTRIBUTIONS

     Prior to the dissolution of the Company, no Member shall have the right to receive any distributions of or return of its capital contribution. All distributions and all allocations of income, gains, losses and credits shall be made in accordance with the percentage ownership of the Members. The Board of Managers may from time to time declare, and the Company may pay, dividends on its percentage ownership in the manner and upon the terms and conditions provided by law and its Certificate of Formation. The Members shall not be required to make any additional contributions of capital to the Company, although the Members may from time to time agree to make additional contributions to the Company.

ARTICLE IX

SEAL

     The Board of Managers may provide a company seal in such form as the Board of Managers may prescribe.

ARTICLE X

WAIVER OF NOTICE

     Whenever any notice whatsoever is required to be given under the provisions of this LLC Agreement, or under the provisions of the Certificate of Formation, or under the provisions of the Act, 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.

ARTICLE XI

INDEMNIFICATION OF OFFICERS AND MANAGERS

     The Company shall indemnify its officers and managers against all reasonable expenses 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 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 shall extend 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 shall also extend 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 shall not be 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 or managers.

ARTICLE XII

AMENDMENTS

     The Members may alter, amend or rescind this LLC Agreement at any annual or special meeting of Members at which a quorum is present, by the vote of a majority of the percentage ownership represented at such meeting, provided that the notice of such meeting shall have included notice of such proposed amendment. The Board of Managers shall have the power and authority to alter, amend or rescind the LLC Agreement of the Company at any regular or special meeting at which a quorum is present by the vote of a majority of the entire Board of Managers, subject always to the power of the Members to change such action of the managers.

     Executed and effective this ___ day of November, 2010.

NPMC HOLDINGS, LLC
Sole Member
By: Name:	/s/ Howard T. Wall Howard T. Wall
Title:	VP & Secretary

EX-3.57

EXHIBIT 3.57

SECOND AMENDED AND RESTATED
CERTIFICATE OF FORMATION
OF
TRI-SHELL 35 LLC

Under Section 18-208 of the
Delaware Limited Liability Company Act

     This Second Amended and Restated Certificate of Formation of Tri-Shell 35 LLC (the “Company”) has been duly executed and is being filed by the undersigned, as an authorized person, in accordance with the provisions of Section 18-208 of the Delaware Limited Liability Company Act, to again amend and restate the Amended and Restated Certificate of Formation (the “Certificate of Formation”) of the Company, which was originally filed on November 9, 1998 with the Secretary of State of Delaware.

     1. The original name of the Company was Paradise Valley Hospital, LLC and its Original Certificate of Formation was filed November 9, 1998.

     2. The name of the Company was subsequently changed to Tri-Shell 35 LLC pursuant to the Amended and Restated Certificate of Formation filed October 2, 2002.

     3. The Certificate of Formation is hereby again amended and restated in its entirety to read as follows:

     “FIRST: The name of the Company is National Park Physician Services, LLC.

     SECOND: The address of the registered office of the Company in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle.

     THIRD: The name and address of the registered agent for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle.”

     IN WITNESS WHEREOF, the undersigned has executed this Second Amended and Restated Certificate of Formation as of October 17, 2003.

By:	/s/ Donald P. Fay
	Donald P. Fay
	Authorized Person

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
DELIVERED 12:22 PM 10/17/2003 FILED 12:22 PM 10/17/2003
SRV 030669444 — 2964329 FILE

State of Delaware
Secretary of State
Division of Corporations
P. O. Box 898
Dover, Delaware 19903

[SEAL[
PAGE 1

030669444

9375741       10-20-2003
TRIAD HOSPITALS INC.
5800 Tennyson Parkway
Plano, TX 75024

ATTN: CINDY JARRELL X

DESCRIPTION	AMOUNT
NATIONAL PARK PHYSICIAN SERVICES, LLC 2964329 0245 Restated; Domestic
Amendment Fee		80.00
Court Municipality Fee, Wilm.		20.00
Expedite Fee, 24 Hour		50.00
FILING TOTAL		150.00
NATIONAL PARK PHYSICIAN SERVICES, LLC 2964329 8300 Certificate in Re Short
Certification Fee		30.00
Expedite 24 Hr., 1-3 Re-Short		30.00
FILING TOTAL		60.00
TOTAL CHARGES		210.00
TOTAL PAYMENTS		210.00
SERVICE REQUEST BALANCE		.00

CERTIFICATE OF AMENDMENT
TO
SECOND AMENDED AND RESTATED
CERTIFICATE OF FORMATION
OF
NATIONAL PARK PHYSICIAN SERVICES, LLC

     The undersigned authorized person, desiring to amend the Second Amended and Restated Certificate of Formation of National Park Physician Services, LLC (the “LLC”) pursuant to Section 18-202 of the Delaware Limited Liability Company Act does hereby certify as follows:

     1. The original name of the LLC was Paradise Valley Hospital, LLC, and its original Certificate of Formation was filed November 9, 1998 with the Delaware Secretary of State.

     2. The name of the LLC was subsequently changed to Tri-Shell 35, LLC pursuant to the Amended and Restated Certificate of Formation filed with the Delaware Secretary of State on October 2, 2002.

     3. The name of the LLC further changed from Tri-Shell 35, LLC to National Park Physician Services, LLC pursuant to the Second Amended and Restated Certificate of Formation, filed October 17, 2003, with the Delaware Secretary of State.

     4. The Second Amended and Restated Certificate of Formation of the LLC is hereby further amended as follows:

     SECOND: The address of the registered office of the Company in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

     THIRD: The name and address of the registered agent for service of process on the LLC in the state of Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801

     5. This Certificate of Amendment shall be effective upon its filing with the Delaware Secretary of State.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment this 29th day of February, 2008.

By:	/s/ Denise W. Warren
	Name:	Denise W. Warren
	Authorized Person

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
DELIVERED 4:15 PM 03/03/2008
FILED 2:58 PM 03/03/2008
SRV 080275568 — 2964329 FILE

EX-3.58

EXHIBIT 3.58

SECOND AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
NATIONAL PARK PHYSICIAN SERVICES, LLC

     The undersigned hereby executes this Second Amended and Restated Limited Liability Company Agreement (the “Agreement”) as the sole member (“Member”) of National Park Physician Services, LLC (the “Company”), an Delaware limited liability company formed on October 17, 2003, pursuant to the provisions of the Delaware Limited Liability Company Act (“Act”).

     The Company may engage in any lawful business permitted by the Act, including without limitation, acquiring, constructing, developing, owning, operating, selling, leasing, financing, and otherwise dealing with real property and healthcare businesses. The term of the Company shall be perpetual.

ARTICLE I

OFFICES

     The principal office of the Company shall be designated from time to time by the Board of Managers. The Company may have offices in addition to its principal place of business as the business of the Company may require from time to time.

     The registered office of the Company 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 Managers.

ARTICLE II

MEMBERS

     SECTION 1. MEETINGS. The annual meeting of Members shall be designated by the Board of Managers, for the purpose of electing managers and for the transaction of such other business as may come before the meeting. If the election of managers 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 Members to be held as soon thereafter as may be convenient. Special meetings of the Members may be called by the Chairman of the Board, the President, by a majority of the members of the Board of Managers or by the holders of not less than one-fifth of the percentage ownership of the Company.

     SECTION 2. PLACE OF MEETING. The annual meeting, or any special meeting of the Members, shall be held in Nashville, Tennessee, unless otherwise designated by them. A waiver of notice, signed by all Members, may designate any place, either within or without the State, as the place for the holding of such meeting. If a special meeting be otherwise called, the place of meeting shall be the office of the Company in the State of Tennessee, except as otherwise provided in Section 5 of this Article.

     SECTION 3. NOTICE OF MEETINGS. When written or printed notice is required to be given to the Members, such notice shall be given 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 one hour nor more than forty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, the President, the Secretary, or the officer or persons calling the meeting, to each Member 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 in a sealed envelope addressed to the Member at his address as it appears on the records of the Company, with postage thereon prepaid. Notice of a meeting, either annual or special, called for the purpose of electing managers shall be delivered not less than two hours before the meeting.

     SECTION 4. MEETING OF ALL MEMBERS. If all of the Members shall meet at any time and place, either within or without the State, 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 percentage ownership of the Company, represented in person or by proxy, shall constitute a quorum at any meeting of Members; provided, that if less than a majority of the percentage ownership are represented at said meeting, a majority of the percentage ownership so represented may adjourn the meeting from time to time without further notice.

     SECTION 6. PROXIES. At all meetings of Members, a Member may vote by proxy executed in writing by the Member or by its duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Company 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 PERCENTAGE OWNERSHIP. Each percentage of the percentage ownership shall be entitled to one vote upon each matter submitted to a vote at a meeting of Members. Percentage ownership standing in the name of another company, domestic or foreign, may be voted by such officer, agent or proxy as the governing documents of such company may prescribe, or, in the absence of such provision, as such company’s management may determine. In all elections of managers, every Member shall have the right to vote, in person or by proxy, one vote for each percentage of the percentage ownership owned by it, for as many persons as there are managers to be elected. All voting shall be on a non-cumulative basis, unless otherwise stated in the Articles of Organization or except as required by applicable state law.

     SECTION 8. INFORMAL ACTION BY MEMBERS. Any action required to be taken at a meeting of the Members 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 Members 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 Members entitled to vote thereon were present and voted with respect to the subject matter thereof.

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ARTICLE III

MANAGERS

     SECTION 1. GENERAL POWERS. The business and affairs of the Company shall be managed by its Board of Managers.

     SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of managers of the Company shall be not less than one (1) nor more than ten (10), but may be increased by amendment of this Agreement by the Members. Each manager 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. Managers need not be residents of the state of formation nor need they be the holder of any percentage ownership of the Company.

     SECTION 2.1 COMMITTEES OF THE BOARD. The Board of Managers may from time to time appoint such standing or special committees as it may deem for the best interest of the Company, but no such committee shall have any powers, except such as are expressly conferred upon it by the Board of Managers.

     SECTION 3. MEETINGS. A regular meeting of the Board of Managers shall be held without other notice than this Agreement, immediately after, and at the same place, as the annual meeting of Members. Additional regular meetings of the Board of Managers may be held at any time and place designated by them. Special Meetings of the Board of Managers may be called by or at the request of the Chairman of the Board or a majority of the managers. Special meetings shall be held, unless otherwise designated by the Board of Managers, in Nashville, Tennessee. Meetings may be held by the managers participating in same by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation constitutes presence in person for all those participating. Whenever the Act authorizes or permits managers 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 managers at a meeting.

     SECTION 4. NOTICE. Notice of any special meeting shall be given at least two (2) hours prior thereto by written notice delivered personally or mailed to each manager at his business address, or by facsimile. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by facsimile, such notice shall be deemed to be delivered when the facsimile is transmitted. Any manager may waive notice of any meeting. The attendance of a manager at any meeting shall constitute a waiver of notice of such meeting, except where a manager 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 Managers need be specified in the notice or waiver of notice of such meeting.

     SECTION 5. QUORUM. A majority of the Board of Managers shall constitute a quorum for the transaction of business at any meeting of the Board of Managers, provided, that if

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less than a majority of the managers are present at said meeting, a majority of the managers present may adjourn the meeting from time to time without further notice.

     SECTION 6. MANNER OF ACTING. The act of the majority of the managers present at a meeting at which a quorum is present shall be the act of the Board of Managers. Any action required to be taken at a meeting of the Managers 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 Managers 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 Managers entitled to vote thereon were present and voted with respect to the subject matter thereof.

     SECTION 7. VACANCIES. Any vacancy occurring in the Board of Managers or in a position on the Board to be filled by reason of an increase in the number of managers, may be filled by election at an annual meeting or at a special meeting of Members called for that purpose. A manager elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

     SECTION 8. RESIGNATION OF MANAGERS. Any manager may resign at any time by giving written notice of such resignation to the Board of Managers, the Chairman of the Board 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 Managers or one of the above named officers; and, unless specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     SECTION 9. REMOVAL OF MANAGERS. At any special meeting of the Members, duly called as provided in this Agreement, any manager or managers may, by the affirmative vote of the holders of a majority of all the percentage ownership entitled to vote for the election of managers, 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 10. COMPENSATION. Managers, as such, shall not receive any stated salaries for their services, but by resolution of the Board of Managers, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Managers; provided that nothing herein contained shall be construed to preclude any manager from serving the Company in any other capacity and receiving compensation therefor.

     SECTION 11. DELEGATION OF DUTIES TO CLINICAL BOARDS. The Board of Managers of the Company (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 Company 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 Managers 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.

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     The Board of Managers has delegated to the Chief Executive Officer of the Company, in accordance with this Agreement, the authority to appoint the Clinical Board. The Board of Managers has delegated to its officers, in accordance with this Agreement, 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 Managers, while maintaining continuing communication with the Clinical Board and Medical Staff.

     The Board of Managers has appointed the Clinical Board to assist and advise the CEO and/or Administrator, the Board of Managers, 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 Managers 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 policies regarding such matters.

     The Board of Managers, 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 Managers 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 Managers, to overrule decisions made by the Clinical Board.

ARTICLE IV

OFFICERS

     SECTION 1. CLASSES. The officers of the Company shall be a President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the Board of Managers, 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 the Board of Managers.

     SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Company shall be elected annually by the Board of Managers at the first meeting of the Board of Managers held after the annual meeting of Members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Vacancies may be filled or new offices created and filled at any meeting of the Board of Managers. 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.

     SECTION 3. REMOVAL. Any officer or agent elected or appointed by the Board of Managers may be removed by the Board of Managers whenever in its judgment the best interest

5

of the Company would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

     SECTION 4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Managers for the unexpired portion of the term.

     SECTION 5. PRESIDENT. The President shall have general charge of the business affairs and property of the Company and general supervision over its officers and agents, If present, he shall preside at all meetings of Members and he shall see that all orders and resolutions of the Board of Managers are carried into effect. He may sign and execute in the name of the Company deeds, mortgages, bonds, contracts, agreements or other instruments duly authorized by the Board of Managers except in cases where the signing and execution thereof shall be expressly delegated by the Board of Managers to some other officer or agent. From time to time, he shall report to the Board of Managers all matters within his knowledge which the interests of the Company may require to be brought to their attention. He shall also perform such other duties as are given to him by this Agreement or as from time to time may be assigned to him by the Board of Managers.

     SECTION 6. VICE PRESIDENTS. The Vice Presidents shall perform such duties as are given to them by this Agreement or as from time to time may be assigned to them by the Board of Managers, the Chairman of the Board, or the President, and, in the order of their seniority, or in any other order as the Board of Managers 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 Company, deeds, mortgages, bonds and other instruments.

     SECTION 7. SECRETARY. The Secretary shall:

     (a) Record all the proceedings of the meetings of the Members, the Board of Managers, 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 this Agreement and as required by statutes;

     (c) Whenever any committee shall be appointed in pursuance of a resolution of the Board of Managers, furnish the Chairman of such committee with a copy of such resolution;

     (d) Be custodian of the records and of the seal of the Company, and cause such seal to be affixed to all instruments the execution of which on behalf of the Company 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;

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     (f) Have charge of the ownership records of the Company and exhibit such records at all reasonable times to such persons as are entitled by statute to have access thereto;

     (g) In general, perform all duties incident to the office of the Secretary and such other duties as are given to him by this Agreement or as from time to time may he assigned to him by the Board of Managers, the Chairman of the Board or the President.

     SECTION 8. ASSISTANT SECRETARIES. 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 Managers or the Chairman of the Board 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. The Assistant Secretaries shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Secretary.

     SECTION 9. TREASURER. If required by the Board of Managers, 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 Managers shall determine. He shall: (a) have charge and custody of and be responsible for all funds and securities of the Company; receive and give receipts for moneys due and payable to the Company from any source whatsoever, and deposit all such moneys in the name of the Company in such banks, trust companies, or other depositaries as shall be selected in accordance with the provisions of Article V of this Agreement; (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 Managers, the Chairman of the Board or the President.

     SECTION 10. ASSISTANT TREASURERS. 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 Managers or the Chairman of the Board 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. The Assistant Treasurers shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Treasurer.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

     SECTION 1. CONTRACTS. The Board of Managers 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 Company and such authority may be general or confined to specific instances.

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     SECTION 2. LOANS. No loans shall be contracted on behalf of the Company and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Managers. 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 Company shall be signed by such officer or officers, agent or agents, of the Company and in such manner as shall from time to time be determined by resolution of the Board of Managers.

     SECTION 4. DEPOSITS. All funds of the Company not otherwise employed shall be deposited from time to time to the credit of the Company in such banks, trust companies, or other depositaries as the Board of Managers may select.

ARTICLE VI

TRANSFER OF PERCENTAGE OWNERSHIP

     Transfers of percentage ownership of the Company shall be made only on the books of the Company. The person in whose name percentage ownership stands on the books of the Company shall be deemed the owner thereof for all purposes as regards the Company.

ARTICLE VII

FISCAL YEAR

     The fiscal year of the Company 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 Managers.

ARTICLE VIII

DISTRIBUTIONS

     Prior to the dissolution of the Company, no Member shall have the right to receive any distributions of or return of its capital contribution. All distributions and all allocations of income, gains, losses and credits shall be made in accordance with the percentage ownership of the Members. The Board of Managers may from time to time declare, and the Company may pay, dividends on its percentage ownership in the manner and upon the terms and conditions provided by law and its Articles of Organization. The Members shall not be required to make any additional contributions of capital to the Company, although the Members may from time to time agree to make additional contributions to the Company.

ARTICLE IX

SEAL

     The Board of Managers may provide a company seal in such form as the Board of Managers may prescribe.

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ARTICLE X

WAIVER OF NOTICE

     Whenever any notice whatsoever is required to be given under the provisions of this Agreement, or under the provisions of the Certificate of Formation, or under the provisions of the Act, 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.

ARTICLE XI

INDEMNIFICATION OF OFFICERS AND MANAGERS

     The Company shall indemnify its officers and managers against all reasonable expenses 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 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 shall extend 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 shall also extend 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 shall not be 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 or managers.

ARTICLE XII

AMENDMENTS

     The Members may alter, amend or rescind this Agreement at any annual or special meeting of Members at which a quorum is present, by the vote of a majority of the percentage ownership represented at such meeting, provided that the notice of such meeting shall have included notice of such proposed amendment. The Board of Managers shall have the power and authority to alter, amend or rescind the Agreement of the Company at any regular or special meeting at which a quorum is present by the vote of a majority of the entire Board of Managers, subject always to the power of the Members to change such action of the managers.

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     Executed this 1^st day of March, 2008.

CAPELLA HEALTHCARE, INC., Sole Member
By:	/s/ D. Andrew Slusser
Name:	D. Andrew Slusser
Title:	Vice President

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EX-3.59

EXHIBIT 3.59

Delaware

The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF FORMATION OF “NPMC HOLDINGS, LLC”, FILED IN THIS OFFICE ON THE THIRTIETH DAY OF DECEMBER, A.D. 2008, AT 3:51 O’CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF FORMATION IS THE FIRST DAY OF JANUARY, A.D. 2009.

/s/ Harriett Smith Windsor  

Harriet Smith Windsor, Secretary of State 

4639513 8100	AUTHENTICATION: 7053853
081239765	Date: 12-30-08

CERTIFICATE OF FORMATION
OF
NPMC HOLDINGS, LLC

     Pursuant to Section 18-201 of the Delaware Limited Liability Company Act (the “Act”), the undersigned. desiring to form a limited liability company, does hereby certify as follows:

     1. The name of the limited liability company is NPMC HOLDINGS, LLC (the “Company”).

     2. The address of its registered office in the State of Delaware is: Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

     3. The Company shall have the power and authority to carry on any business permitted by, and to have and exercise all of the powers and rights conferred by, the Act as amended from time to time or any successor provisions thereto.

     4. This Certificate of Formation shall be effective on January 1, 2009.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation on this 30th day of December, 2008.

/s/ J. Thomas Anderson  

J. Thomas Anderson, Authorized Person 

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

DELIVERED 04:09 PM 12/30/2008

FILED 03:51 PM 12/30/2008

SRV 081239765 — 4639513 FILE

EX-3.60

EXHIBIT 3.60

LIMITED LIABILITY COMPANY AGREEMENT
OF
NPMC HOLDINGS, LLC

     The undersigned hereby executes this Limited Liability Company Agreement (“LLC Agreement”) as the sole member (“Member”) of NPMC Holdings, LLC (the “Company”), a Delaware limited liability company formed on January 1, 2009, pursuant to the provisions of the Delaware Limited Liability Company Act (“Act”).

     The Company may engage in any lawful business permitted by the Act, including without limitation, acquiring, constructing, developing, owning, operating, selling, leasing, financing, and otherwise dealing with real property and healthcare businesses. The term of the Company shall be perpetual.

ARTICLE I
OFFICES

     The principal office of the Company shall be designated from time to time by the Board of Managers. The Company may have offices in addition to its principal place of business as the business of the Company may require from time to time.

     The registered office of the Company 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 Managers.

ARTICLE II
MEMBERS

     SECTION 1. MEETINGS. The annual meeting of Members shall be designated by the Board of Managers, for the purpose of electing managers and for the transaction of such other business as may come before the meeting. If the election of managers 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 Members to be held as soon thereafter as may be convenient. Special meetings of the Members may be called by the Chairman of the Board, the President, by a majority of the members of the Board of Managers or by the holders of not less than one-fifth of the percentage ownership of the Company.

     SECTION 2. PLACE OF MEETING. The annual meeting, or any special meeting of the Members, shall be held in Nashville, Tennessee, unless otherwise designated by them. A waiver of notice, signed by all Members, may designate any place, either within or without the State, as the place for the holding of such meeting. If a special meeting be otherwise called, the place of meeting shall be the office of the Company in the State of Tennessee, except as otherwise provided in Section 5 of this Article.

     SECTION 3. NOTICE OF MEETINGS. When written or printed notice is required to be given to the Members, such notice shall be given 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 one hour nor more than forty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, the President, the Secretary, or the officer or persons calling the meeting, to each Member 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 in a sealed envelope addressed to the Member at his address as it appears on the records of the Company, with postage thereon prepaid. Notice of a meeting, either annual or special, called for the purpose of electing managers shall be delivered not less than two hours before the meeting.

     SECTION 4. MEETING OF ALL MEMBERS. If all of the Members shall meet at any time and place, either within or without the State, 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 percentage ownership of the Company, represented in person or by proxy, shall constitute a quorum at any meeting of Members; provided, that if less than a majority of the percentage ownership are represented at said meeting, a majority of the percentage ownership so represented may adjourn the meeting from time to time without further notice.

     SECTION 6. PROXIES. At all meetings of Members, a Member may vote by proxy executed in writing by the Member or by its duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Company 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 PERCENTAGE OWNERSHIP. Each percentage of the percentage ownership shall be entitled to one vote upon each matter submitted to a vote at a meeting of Members. Percentage ownership standing in the name of another company, domestic or foreign, may be voted by such officer, agent or proxy as the governing documents of such company may prescribe, or, in the absence of such provision, as such company’s management may determine. In all elections of managers, every Member shall have the right to vote, in person or by proxy, one vote for each percentage of the percentage ownership owned by it, for as many persons as there are managers to be elected. All voting shall be on a non-cumulative basis, unless otherwise stated in the Articles of Organization or except as required by applicable state law.

     SECTION 8. INFORMAL ACTION BY MEMBERS. Any action required to be taken at a meeting of the Members 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 Members 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 Members entitled to vote thereon were present and voted with respect to the subject matter thereof.

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ARTICLE III
MANAGERS

     SECTION 1. GENERAL POWERS. The business and affairs of the Company shall be managed by its Board of Managers.

     SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of managers of the Company shall be not less than one (1) nor more than ten (10), but may be increased by amendment of this LLC Agreement by the Members. Each manager 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. Managers need not be residents of the state of formation nor need they be the holder of any percentage ownership of the Company.

     SECTION 2.1 COMMITTEES OF THE BOARD. The Board of Managers may from time to time appoint such standing or special committees as it may deem for the best interest of the Company, but no such committee shall have any powers, except such as are expressly conferred upon it by the Board of Managers.

     SECTION 3. MEETINGS. A regular meeting of the Board of Managers shall be held without other notice than this I.LC Agreement, immediately after, and at the same place, as the annual meeting of Members. Additional regular meetings of the Board of Managers may be held at any time and place designated by them. Special Meetings of the Board of Managers may be called by or at the request of the Chairman of the Board or a majority of the managers. Special meetings shall be held, unless otherwise designated by the Board of Managers, in Nashville, Tennessee. Meetings may be held by the managers participating in same by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation constitutes presence in person for all those participating. Whenever the Act authorizes or permits managers 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 managers at a meeting.

     SECTION 4. NOTICE. Notice of any special meeting shall be given at least two (2) hours prior thereto by written notice delivered personally or mailed to each manager at his business address, or by facsimile. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by facsimile, such notice shall be deemed to be delivered when the facsimile is transmitted. Any manager may waive notice of any meeting. The attendance of a manager at any meeting shall constitute a waiver of notice of such meeting, except where a manager 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 Managers need be specified in the notice or waiver of notice of such meeting.

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     SECTION 5. QUORUM. A majority of the Board of Managers shall constitute a quorum for the transaction of business at any meeting of the Board of Managers, provided, that if less than a majority of the managers are present at said meeting, a majority of the managers present may adjourn the meeting from time to time without further notice.

     SECTION 6. MANNER OF ACTING. The act of the majority of the managers present at a meeting at which a quorum is present shall be the act of the Board of Managers. Any action required to be taken at a meeting of the Managers 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 Managers 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 Managers entitled to vote thereon were present and voted with respect to the subject matter thereof.

     SECTION 7. VACANCIES. Any vacancy occurring in the Board of Managers or in a position on the Board to be filled by reason of an increase in the number of managers, may be filled by election at an annual meeting or at a special meeting of Members called for that purpose. A manager elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

     SECTION 8. RESIGNATION OF MANAGERS. Any manager may resign at any time by giving written notice of such resignation to the Board of Managers, the Chairman of the Board 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 Managers or one of the above named officers; and, unless specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     SECTION 9. REMOVAL OF MANAGERS. At any special meeting of the Members, duly called as provided in this LLC Agreement, any manager or managers may, by the affirmative vote of the holders of a majority of all the percentage ownership entitled to vote for the election of managers, 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 10. COMPENSATION. Managers, as such, shall not receive any stated salaries for their services, but by resolution of the Board of Managers, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Managers; provided that nothing herein contained shall be construed to preclude any manager from serving the Company in any other capacity and receiving compensation therefor.

     SECTION 11. DELEGATION OF DUTIES TO CLINICAL BOARDS. The Board of Managers of the Company (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 Company and/or Partnership and retains ultimate responsibility for the Facility’s

4

compliance with all applicable federal, state, and local laws and regulations. The Board of Managers 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 Managers has delegated to the Chief Executive Officer of the Company, in accordance with this Operating Agreement, the authority to appoint the Clinical Board. The Board of Managers has delegated to its officers, in accordance with this Operating Agreement, 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 Managers, while maintaining continuing communication with the Clinical Board and Medical Staff.

     The Board of Managers has appointed the Clinical Board to assist and advise the CEO and/or Administrator, the Board of Managers, 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 Managers 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 policies regarding such matters.

     The Board of Managers, 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 Managers 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 Managers, to overrule decisions made by the Clinical Board.

ARTICLE IV
OFFICERS

     SECTION 1. CLASSES. The officers of the Company shall be a President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the Board of Managers, 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 the Board of Managers.

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     SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Company shall be elected annually by the Board of Managers at the first meeting of the Board of Managers held after the annual meeting of Members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Vacancies may be filled or new offices created and filled at any meeting of the Board of Managers. 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.

     SECTION 3. REMOVAL. Any officer or agent elected or appointed by the Board of Managers may be removed by the Board of Managers whenever in its judgment the best interest of the Company would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

     SECTION 4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Managers for the unexpired portion of the term.

     SECTION 5. PRESIDENT. The President shall have general charge of the business affairs and property of the Company and general supervision over its officers and agents. If present, he shall preside at all meetings of Members and he shall see that all orders and resolutions of the Board of Managers are carried into effect. He may sign and execute in the name of the Company deeds, mortgages, bonds, contracts, agreements or other instruments duly authorized by the Board of Managers except in cases where the signing and execution thereof shall be expressly delegated by the Board of Managers to some other officer or agent. From time to time, he shall report to the Board of Managers all matters within his knowledge which the interests of the Company may require to be brought to their attention. He shall also perform such other duties as are given to him by this LLC Agreement or as from time to time may be assigned to him by the Board of Managers.

     SECTION 6. VICE PRESIDENTS. The Vice Presidents shall perform such duties as are given to them by this LLC Agreement or as from time to time may be assigned to them by the Board of Managers, the Chairman of the Board, or the President, and, in the order of their seniority, or in any other order as the Board of Managers 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 Company, deeds, mortgages, bonds and other instruments.

     SECTION 7. SECRETARY. The Secretary shall:

     (a) Record all the proceedings of the meetings of the Members, the Board of Managers, 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 this LLC Agreement and as required by statutes;

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     (c) Whenever any committee shall be appointed in pursuance of a resolution of the Board of Managers, furnish the Chairman of such committee with a copy of such resolution;

     (d) Be custodian of the records and of the seal of the Company, and cause such seal to be affixed to all instruments the execution of which on behalf of the Company 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 ownership records of the Company and exhibit such records at all reasonable times to such persons as are entitled by statute to have access thereto;

     (g) In general, perform all duties incident to the office of the Secretary and such other duties as are given to him by this LLC Agreement or as from time to time may be assigned to him by the Board of Managers, the Chairman of the Board or the President.

     SECTION 8. ASSISTANT SECRETARIES. 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 Managers or the Chairman of the Board 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. The Assistant Secretaries shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Secretary.

     SECTION 9. TREASURER. If required by the Board of Managers, 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 Managers shall determine. He shall: (a) have charge and custody of and be responsible for all funds and securities of the Company; receive and give receipts for moneys due and payable to the Company from any source whatsoever, and deposit all such moneys in the name of the Company in such banks, trust companies, or other depositaries as shall be selected in accordance with the provisions of Article V of this LLC Agreement; (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 Managers, the Chairman of the Board or the President.

     SECTION 10. ASSISTANT TREASURERS. 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 Managers or the Chairman of the Board 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. The Assistant Treasurers shall perform such other duties as from time to time

7

may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Treasurer.

ARTICLE V
CONTRACTS, LOANS, CHECKS AND DEPOSITS

     SECTION 1. CONTRACTS. The Board of Managers 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 Company and such authority may be general or confined to specific instances.

     SECTION 2. LOANS. No loans shall be contracted on behalf of the Company and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Managers. 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 Company shall be signed by such officer or officers, agent or agents, of the Company and in such manner as shall from time to time be determined by resolution of the Board of Managers.

     SECTION 4. DEPOSITS. All funds of the Company not otherwise employed shall be deposited from time to time to the credit of the Company in such banks, trust companies, or other depositaries as the Board of Managers may select.

ARTICLE VI
TRANSFER OF PERCENTAGE OWNERSHIP

     Transfers of percentage ownership of the Company shall be made only on the books of the Company. The person in whose name percentage ownership stands on the books of the Company shall be deemed the owner thereof for all purposes as regards the Company.

ARTICLE VII
FISCAL YEAR

     The fiscal year of the Company 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 Managers.

ARTICLE VIII
DISTRIBUTIONS

     Prior to the dissolution of the Company, no Member shall have the right to receive any distributions of or return of its capital contribution. All distributions and all allocations of income, gains, losses and credits shall be made in accordance with the percentage ownership of the Members. The Board of Managers may from time to time

8

declare, and the Company may pay, dividends on its percentage ownership in the manner and upon the terms and conditions provided by law and its Articles of Organization. The Members shall not be required to make any additional contributions of capital to the Company, although the Members may from time to time agree to make additional contributions to the Company.

ARTICLE IX
SEAL

     The Board of Managers may provide a company seal in such form as the Board of Managers may prescribe.

ARTICLE X
WAIVER OF NOTICE

     Whenever any notice whatsoever is required to be given under the provisions of this LLC Agreement, or under the provisions of the Certificate of Formation, or under the provisions of the Act, 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.

ARTICLE XI
INDEMNIFICATION OF OFFICERS AND MANAGERS

     The Company shall indemnify its officers and managers against all reasonable expenses 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 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 shall extend 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 shall also extend 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 shall not be 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 or managers.

ARTICLE XII
AMENDMENTS

     The Members may alter, amend or rescind this LLC Agreement at any annual or special meeting of Members at which a quorum is present, by the vote of a majority of the percentage ownership represented at such meeting, provided that the notice of such meeting shall have included notice of such proposed amendment. The Board of Managers shall have the power and authority to alter, amend or rescind the LLC Agreement of the

9

Company at any regular or special meeting at which a quorum is present by the vote of a majority of the entire Board of Managers, subject always to the power of the Members to change such action of the managers.

     Effective January 1, 2009.

CAPELLA HEALTHCARE, INC. Sole Member
By:	/s/ Howard T. Wall
Name:		Howard T. Wall, III
Title:		Vice President & Secretary

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EX-3.61

EXHIBIT 3.61

Delaware

The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “NPMC, HOME HEALTH, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE TWELFTH DAY OF FEBRUARY, A.D. 2007, AT 3:52 O’CLOCK P.M.

     CERTIFICATE OF AMENDMENT, FILED THE THIRD DAY OF MARCH, A.D. 2008, AT 2:49 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, “NPMC, HOME HEALTH, LLC”.

/s/ Jeffrey W. Bullock  

Jeffrey W. Bullock, Secretary of State 

4300295   8100H	AUTHENTICATION: 8804290
110680925	Date: 06-02-11

CERTIFICATE OF FORMATION
OF
NPMC, HOME HEALTH, LLC

Under Section 18-201 of the
Delaware Limited Liability Company Act

     FIRST: The name of the limited liability company is NPMC, Home Health, LLC (the “Company”).

     SECOND: The address of the registered office of the Company in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle.

     THIRD: The name and address of the registered agent for service process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of February 12, 2007.

By:	/s/ Rebecca Hurley
	Name:	Rebecca Hurley
	Title:	Authorized Person

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
DELIVERED 03:52 PM 02/12/2007
FILED 03:52 PM 02/12/2007
SRV 070156470 — 4300295 FILE

02-12-07; 20:51;     913027393812     #2/2

CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF FORMATION
OF
NPMC, HOME HEALTH, LLC

     The undersigned authorized person, desiring to amend the Certificate of Formation of NPMC, HOME HEALTH, LLC pursuant to Section 18-202 of the Delaware Limited Liability Company Act does hereby certify as follows:

     1. The name of the limited liability company is NPMC, Home Health, LLC (the “LLC”).

     2. The Certificate of Formation of the LLC was filed with the Delaware Secretary of State on February 12, 2007.

     3. The Certificate of Formation of the LLC is hereby amended as follows:

     SECOND: The address of the registered office of the Company in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

     THIRD: The name and address of the registered agent for service of process on the LLC in the state of Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

     4. This Certificate of Amendment shall be effective upon its filing with the Delaware Secretary of State.

     IN WITNESS WHEREOF the undersigned has executed this Certificate of Amendment this 29th day of February, 2008.

By:	/s/ Denise Wilder Warren
	Name:	Denise W. Warren
	Title:	Authorized Person

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
DELIVERED 04:13 PM 03/03/2008
FILED 02:49 PM 03/03/2008
SRV 080275465 — 4300295 FILE

EX-3.62

EXHIBIT 3.62

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
NPMC, HOME HEALTH, LLC

     The undersigned hereby executes this Amended and Restated Limited Liability Company Agreement (the “Agreement”) as the sole member (“Member”) of NPMC, Home Health, LLC (the “Company”), an Delaware limited liability company formed on February 12, 2007, pursuant to the provisions of the Delaware Limited Liability Company Act (“Act”).

     The Company may engage in any lawful business permitted by the Act, including without limitation, acquiring, constructing, developing, owning, operating, selling, leasing, financing, and otherwise dealing with real property and healthcare businesses. The term of the Company shall be perpetual.

ARTICLE I

OFFICES

     The principal office of the Company shall be designated from time to time by the Board of Managers. The Company may have offices in addition to its principal place of business as the business of the Company may require from time to time.

     The registered office of the Company 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 Managers.

ARTICLE II

MEMBERS

     SECTION 1. MEETINGS. The annual meeting of Members shall be designated by the Board of Managers, for the purpose of electing managers and for the transaction of such other business as may come before the meeting. If the election of managers 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 Members to be held as soon thereafter as may be convenient. Special meetings of the Members may be called by the Chairman of the Board, the President, by a majority of the members of the Board of Managers or by the holders of not less than one-fifth of the percentage ownership of the Company.

     SECTION 2. PLACE OF MEETING. The annual meeting, or any special meeting of the Members, shall be held in Nashville, Tennessee, unless otherwise designated by them. A waiver of notice, signed by all Members, may designate any place, either within or without the State, as the place for the holding of such meeting. If a special meeting be otherwise called, the place of meeting shall be the office of the Company in the State of Tennessee, except as otherwise provided in Section 5 of this Article.

     SECTION 3. NOTICE OF MEETINGS. When written or printed notice is required to be given to the Members, such notice shall be given 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 one hour nor more than forty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, the President, the Secretary, or the officer or persons calling the meeting, to each Member 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 in a sealed envelope addressed to the Member at his address as it appears on the records of the Company, with postage thereon prepaid. Notice of a meeting, either annual or special, called for the purpose of electing managers shall be delivered not less than two hours before the meeting.

     SECTION 4. MEETING OF ALL MEMBERS. If all of the Members shall meet at any time and place, either within or without the State, 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 percentage ownership of the Company, represented in person or by proxy, shall constitute a quorum at any meeting of Members; provided, that if less than a majority of the percentage ownership are represented at said meeting, a majority of the percentage ownership so represented may adjourn the meeting from time to time without further notice.

     SECTION 6. PROXIES. At all meetings of Members, a Member may vote by proxy executed in writing by the Member or by its duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Company 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 PERCENTAGE OWNERSHIP. Each percentage of the percentage ownership shall be entitled to one vote upon each matter submitted to a vote at a meeting of Members. Percentage ownership standing in the name of another company, domestic or foreign, may be voted by such officer, agent or proxy as the governing documents of such company may prescribe, or, in the absence of such provision, as such company’s management may determine. In all elections of managers, every Member shall have the right to vote, in person or by proxy, one vote for each percentage of the percentage ownership owned by it, for as many persons as there are managers to be elected. All voting shall be on a non-cumulative basis, unless otherwise stated in the Articles of Organization or except as required by applicable state law.

     SECTION 8. INFORMAL ACTION BY MEMBERS. Any action required to be taken at a meeting of the Members 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 Members 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 Members entitled to vote thereon were present and voted with respect to the subject matter thereof.

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ARTICLE III

MANAGERS

     SECTION 1. GENERAL POWERS. The business and affairs of the Company shall be managed by its Board of Managers.

     SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of managers of the Company shall be not less than one (1) nor more than ten (10), but may be increased by amendment of this Agreement by the Members. Each manager 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. Managers need not be residents of the state of formation nor need they be the holder of any percentage ownership of the Company.

     SECTION 2.1 COMMITTEES OF THE BOARD. The Board of Managers may from time to time appoint such standing or special committees as it may deem for the best interest of the Company, but no such committee shall have any powers, except such as are expressly conferred upon it by the Board of Managers.

     SECTION 3. MEETINGS. A regular meeting of the Board of Managers shall be held without other notice than this Agreement, immediately after, and at the same place, as the annual meeting of Members. Additional regular meetings of the Board of Managers may be held at any time and place designated by them. Special Meetings of the Board of Managers may be called by or at the request of the Chairman of the Board or a majority of the managers. Special meetings shall be held, unless otherwise designated by the Board of Managers, in Nashville, Tennessee. Meetings may be held by the managers participating in same by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation constitutes presence in person for all those participating. Whenever the Act authorizes or permits managers 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 managers at a meeting.

     SECTION 4. NOTICE. Notice of any special meeting shall be given at least two (2) hours prior thereto by written notice delivered personally or mailed to each manager at his business address, or by facsimile. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by facsimile, such notice shall be deemed to be delivered when the facsimile is transmitted. Any manager may waive notice of any meeting. The attendance of a manager at any meeting shall constitute a waiver of notice of such meeting, except where a manager 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 Managers need be specified in the notice or waiver of notice of such meeting.

     SECTION 5. QUORUM. A majority of the Board of Managers shall constitute a quorum for the transaction of business at any meeting of the Board of Managers, provided, that if

3

less than a majority of the managers are present at said meeting, a majority of the managers present may adjourn the meeting from time to time without further notice.

     SECTION 6. MANNER OF ACTING. The act of the majority of the managers present at a meeting at which a quorum is present shall be the act of the Board of Managers. Any action required to be taken at a meeting of the Managers 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 Managers 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 Managers entitled to vote thereon were present and voted with respect to the subject matter thereof.

     SECTION 7. VACANCIES. Any vacancy occurring in the Board of Managers or in a position on the Board to be filled by reason of an increase in the number of managers, may be filled by election at an annual meeting or at a special meeting of Members called for that purpose. A manager elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

     SECTION 8. RESIGNATION OF MANAGERS. Any manager may resign at any time by giving written notice of such resignation to the Board of Managers, the Chairman of the Board 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 Managers or one of the above named officers; and, unless specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     SECTION 9. REMOVAL OF MANAGERS. At any special meeting of the Members, duly called as provided in this Agreement, any manager or managers may, by the affirmative vote of the holders of a majority of all the percentage ownership entitled to vote for the election of managers, 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 10. COMPENSATION. Managers, as such, shall not receive any stated salaries for their services, but by resolution of the Board of Managers, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Managers; provided that nothing herein contained shall be construed to preclude any manager from serving the Company in any other capacity and receiving compensation therefor.

     SECTION 11. DELEGATION OF DUTIES TO CLINICAL BOARDS. The Board of Managers of the Company (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 Company 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 Managers 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.

4

     The Board of Managers has delegated to the Chief Executive Officer of the Company, in accordance with this Agreement, the authority to appoint the Clinical Board. The Board of Managers has delegated to its officers, in accordance with this Agreement, 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 Managers, while maintaining continuing communication with the Clinical Board and Medical Staff.

     The Board of Managers has appointed the Clinical Board to assist and advise the CEO and/or Administrator, the Board of Managers, 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 Managers 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 policies regarding such matters.

     The Board of Managers, 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 Managers 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 Managers, to overrule decisions made by the Clinical Board.

ARTICLE IV

OFFICERS

     SECTION 1. CLASSES. The officers of the Company shall be a President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the Board of Managers, 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 the Board of Managers.

     SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Company shall be elected annually by the Board of Managers at the first meeting of the Board of Managers held after the annual meeting of Members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Vacancies may be filled or new offices created and filled at any meeting of the Board of Managers. 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.

     SECTION 3. REMOVAL. Any officer or agent elected or appointed by the Board of Managers may be removed by the Board of Managers whenever in its judgment the best interest

5

of the Company would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

     SECTION 4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Managers for the unexpired portion of the term.

     SECTION 5. PRESIDENT. The President shall have general charge of the business affairs and property of the Company and general supervision over its officers and agents, If present, he shall preside at all meetings of Members and he shall see that all orders and resolutions of the Board of Managers are carried into effect. He may sign and execute in the name of the Company deeds, mortgages, bonds, contracts, agreements or other instruments duly authorized by the Board of Managers except in cases where the signing and execution thereof shall be expressly delegated by the Board of Managers to some other officer or agent. From time to time, he shall report to the Board of Managers all matters within his knowledge which the interests of the Company may require to be brought to their attention. He shall also perform such other duties as are given to him by this Agreement or as from time to time may be assigned to him by the Board of Managers.

     SECTION 6. VICE PRESIDENTS. The Vice Presidents shall perform such duties as are given to them by this Agreement or as from time to time may be assigned to them by the Board of Managers, the Chairman of the Board, or the President, and, in the order of their seniority, or in any other order as the Board of Managers 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 Company, deeds, mortgages, bonds and other instruments.

     SECTION 7. SECRETARY. The Secretary shall:

     (a) Record all the proceedings of the meetings of the Members, the Board of Managers, 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 this Agreement and as required by statutes;

     (c) Whenever any committee shall be appointed in pursuance of a resolution of the Board of Managers, furnish the Chairman of such committee with a copy of such resolution;

     (d) Be custodian of the records and of the seal of the Company, and cause such seal to be affixed to all instruments the execution of which on behalf of the Company 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;

6

     (f) Have charge of the ownership records of the Company and exhibit such records at all reasonable times to such persons as are entitled by statute to have access thereto;

     (g) In general, perform all duties incident to the office of the Secretary and such other duties as are given to him by this Agreement or as from time to time may he assigned to him by the Board of Managers, the Chairman of the Board or the President.

     SECTION 8. ASSISTANT SECRETARIES. 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 Managers or the Chairman of the Board 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. The Assistant Secretaries shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Secretary.

     SECTION 9. TREASURER. If required by the Board of Managers, 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 Managers shall determine. He shall: (a) have charge and custody of and be responsible for all funds and securities of the Company; receive and give receipts for moneys due and payable to the Company from any source whatsoever, and deposit all such moneys in the name of the Company in such banks, trust companies, or other depositaries as shall be selected in accordance with the provisions of Article V of this Agreement; (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 Managers, the Chairman of the Board or the President.

     SECTION 10. ASSISTANT TREASURERS. 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 Managers or the Chairman of the Board 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. The Assistant Treasurers shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Treasurer.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

     SECTION 1. CONTRACTS. The Board of Managers 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 Company and such authority may be general or confined to specific instances.

7

     SECTION 2. LOANS. No loans shall be contracted on behalf of the Company and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Managers. 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 Company shall be signed by such officer or officers, agent or agents, of the Company and in such manner as shall from time to time be determined by resolution of the Board of Managers.

     SECTION 4. DEPOSITS. All funds of the Company not otherwise employed shall be deposited from time to time to the credit of the Company in such banks, trust companies, or other depositaries as the Board of Managers may select.

ARTICLE VI

TRANSFER OF PERCENTAGE OWNERSHIP

     Transfers of percentage ownership of the Company shall be made only on the books of the Company. The person in whose name percentage ownership stands on the books of the Company shall be deemed the owner thereof for all purposes as regards the Company.

ARTICLE VII

FISCAL YEAR

     The fiscal year of the Company 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 Managers.

ARTICLE VIII

DISTRIBUTIONS

     Prior to the dissolution of the Company, no Member shall have the right to receive any distributions of or return of its capital contribution. All distributions and all allocations of income, gains, losses and credits shall be made in accordance with the percentage ownership of the Members. The Board of Managers may from time to time declare, and the Company may pay, dividends on its percentage ownership in the manner and upon the terms and conditions provided by law and its Articles of Organization. The Members shall not be required to make any additional contributions of capital to the Company, although the Members may from time to time agree to make additional contributions to the Company.

ARTICLE IX

SEAL

     The Board of Managers may provide a company seal in such form as the Board of Managers may prescribe.

8

ARTICLE X

WAIVER OF NOTICE

     Whenever any notice whatsoever is required to be given under the provisions of this Agreement, or under the provisions of the Certificate of Formation, or under the provisions of the Act, 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.

ARTICLE XI

INDEMNIFICATION OF OFFICERS AND MANAGERS

     The Company shall indemnify its officers and managers against all reasonable expenses 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 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 shall extend 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 shall also extend 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 shall not be 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 or managers.

ARTICLE XII

AMENDMENTS

     The Members may alter, amend or rescind this Agreement at any annual or special meeting of Members at which a quorum is present, by the vote of a majority of the percentage ownership represented at such meeting, provided that the notice of such meeting shall have included notice of such proposed amendment. The Board of Managers shall have the power and authority to alter, amend or rescind the Agreement of the Company at any regular or special meeting at which a quorum is present by the vote of a majority of the entire Board of Managers, subject always to the power of the Members to change such action of the managers.

9

     Executed this 1st day of March, 2008.

CAPELLA HEALTHCARE, INC., Sole Member
By:	/s/ D. Andrew Slusser
Name:	D. Andrew Slusser
Title:	Vice President

10

EX-3.63

EXHIBIT 3.63

Delaware

The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF FORMATION OF “NPMC, LLC”, FILED IN THIS OFFICE ON THE TWENTY-NINTH DAY OF MARCH, A. D 2006, AT 3:45 O’CLOCK P.M.

/s/ Harriett Smith Windsor  

Harriet Smith Windsor, Secretary of State 

4134021   8100	AUTHENTICATION: 4630453
060298796	Date: 03-29-06

CERTIFICATE OF FORMATION
OF
NPMC, LLC

Under Section 18-201 of the
Delaware Limited Liability Company Act

     FIRST: The name of the limited liability company is NPMC, LLC (the “Company”).

     SECOND: The address of the registered office of the Company in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle.

     THIRD: The name and address of the registered agent for service process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of March 29, 2006.

By:	/s/ Rebecca Hurley
	Name:	Rebecca Hurley
	Title:	Authorized Person

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
DELIVERED 03:45 PM 03/29/2006
FILED 03:45 PM 03/29/2006
SRV 060298796 — 4134021 FILE

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF FORMATION

OF

NPMC, LLC

     The undersigned authorized person, desiring to amend the Certificate of Formation of NPMC, LLC pursuant to Section 18-202 of the Delaware Limited Liability Company Act does hereby certify as follows:

     1. The name of the limited liability company is NPMC, LLC (the “LLC”).

     2. The Certificate of Formation of the LLC was filed with the Delaware Secretary of State on March 29, 2006.

     3. The Certificate of Formation of the LLC is hereby amended as follows:

     SECOND: The address of the registered office of the Company in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

     THIRD: The name and address of the registered agent for service of process on the LLC in the state of Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

     4. This Certificate of Amendment shall be effective upon its filing with the Delaware Secretary of State.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment this 29th day of February, 2008.

By:	/s/ Denise Wilder Warren
	Name:	Denise W. Warren
	Authorized Person

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
DELIVERED 04:14 PM 03/03/2008
FILED 02:50 PM 03/03/2008
SRV 080275481 — 4134021 FILE

EX-3.64

EXHIBIT 3.64

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
NPMC, LLC

     The undersigned hereby executes this Amended and Restated Limited Liability Company Agreement (the “Agreement”) as the sole member (“Member”) of NPMC, LLC (the “Company”), an Delaware limited liability company formed on March 29, 2006, pursuant to the provisions of the Delaware Limited Liability Company Act (“Act”).

     The Company may engage in any lawful business permitted by the Act, including without limitation, acquiring, constructing, developing, owning, operating, selling, leasing, financing, and otherwise dealing with real property and healthcare businesses. The term of the Company shall be perpetual.

ARTICLE I
OFFICES

     The principal office of the Company shall be designated from time to time by the Board of Managers. The Company may have offices in addition to its principal place of business as the business of the Company may require from time to time.

     The registered office of the Company 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 Managers.

ARTICLE II
MEMBERS

     SECTION 1. MEETINGS. The annual meeting of Members shall be designated by the Board of Managers, for the purpose of electing managers and for the transaction of such other business as may come before the meeting. If the election of managers 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 Members to be held as soon thereafter as may be convenient. Special meetings of the Members may be called by the Chairman of the Board, the President, by a majority of the members of the Board of Managers or by the holders of not less than one-fifth of the percentage ownership of the Company.

     SECTION 2. PLACE OF MEETING. The annual meeting, or any special meeting of the Members, shall be held in Nashville, Tennessee, unless otherwise designated by them. A waiver of notice, signed by all Members, may designate any place, either within or without the State, as the place for the holding of such meeting. If a special meeting be otherwise called, the place of meeting shall be the office of the Company in the State of Tennessee, except as otherwise provided in Section 5 of this Article.

     SECTION 3. NOTICE OF MEETINGS. When written or printed notice is required to be given to the Members, such notice shall be given 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 one hour nor more than forty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, the President, the Secretary, or the officer or persons calling the meeting, to each Member 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 in a sealed envelope addressed to the Member at his address as it appears on the records of the Company, with postage thereon prepaid. Notice of a meeting, either annual or special, called for the purpose of electing managers shall be delivered not less than two hours before the meeting.

     SECTION 4. MEETING OF ALL MEMBERS. If all of the Members shall meet at any time and place, either within or without the State, 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 percentage ownership of the Company, represented in person or by proxy, shall constitute a quorum at any meeting of Members; provided, that if less than a majority of the percentage ownership are represented at said meeting, a majority of the percentage ownership so represented may adjourn the meeting from time to time without further notice.

     SECTION 6. PROXIES. At all meetings of Members, a Member may vote by proxy executed in writing by the Member or by its duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Company 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 PERCENTAGE OWNERSHIP. Each percentage of the percentage ownership shall be entitled to one vote upon each matter submitted to a vote at a meeting of Members. Percentage ownership standing in the name of another company, domestic or foreign, may be voted by such officer, agent or proxy as the governing documents of such company may prescribe, or, in the absence of such provision, as such company’s management may determine. In all elections of managers, every Member shall have the right to vote, in person or by proxy, one vote for each percentage of the percentage ownership owned by it, for as many persons as there are managers to be elected. All voting shall be on a non-cumulative basis, unless otherwise stated in the Articles of Organization or except as required by applicable state law.

     SECTION 8. INFORMAL ACTION BY MEMBERS. Any action required to be taken at a meeting of the Members 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 Members 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 Members entitled to vote thereon were present and voted with respect to the subject matter thereof.

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ARTICLE III
MANAGERS

     SECTION 1. GENERAL POWERS. The business and affairs of the Company shall be managed by its Board of Managers.

     SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of managers of the Company shall be not less than one (1) nor more than ten (10), but may be increased by amendment of this Agreement by the Members. Each manager 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. Managers need not be residents of the state of formation nor need they be the holder of any percentage ownership of the Company.

     SECTION 2.1 COMMITTEES OF THE BOARD. The Board of Managers may from time to time appoint such standing or special committees as it may deem for the best interest of the Company, but no such committee shall have any powers, except such as are expressly conferred upon it by the Board of Managers.

     SECTION 3. MEETINGS. A regular meeting of the Board of Managers shall be held without other notice than this Agreement, immediately after, and at the same place, as the annual meeting of Members. Additional regular meetings of the Board of Managers may be held at any time and place designated by them. Special Meetings of the Board of Managers may be called by or at the request of the Chairman of the Board or a majority of the managers. Special meetings shall be held, unless otherwise designated by the Board of Managers, in Nashville, Tennessee. Meetings may be held by the managers participating in same by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation constitutes presence in person for all those participating. Whenever the Act authorizes or permits managers 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 managers at a meeting.

     SECTION 4. NOTICE. Notice of any special meeting shall be given at least two (2) hours prior thereto by written notice delivered personally or mailed to each manager at his business address, or by facsimile. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by facsimile, such notice shall be deemed to be delivered when the facsimile is transmitted. Any manager may waive notice of any meeting. The attendance of a manager at any meeting shall constitute a waiver of notice of such meeting, except where a manager 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 Managers need be specified in the notice or waiver of notice of such meeting.

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     SECTION 5. QUORUM. A majority of the Board of Managers shall constitute a quorum for the transaction of business at any meeting of the Board of Managers, provided, that if less than a majority of the managers are present at said meeting, a majority of the managers present may adjourn the meeting from time to time without further notice.

     SECTION 6. MANNER OF ACTING. The act of the majority of the managers present at a meeting at which a quorum is present shall be the act of the Board of Managers. Any action required to be taken at a meeting of the Managers 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 Managers 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 Managers entitled to vote thereon were present and voted with respect to the subject matter thereof.

     SECTION 7. VACANCIES. Any vacancy occurring in the Board of Managers or in a position on the Board to be filled by reason of an increase in the number of managers, may be filled by election at an annual meeting or at a special meeting of Members called for that purpose. A manager elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

     SECTION 8. RESIGNATION OF MANAGERS. Any manager may resign at any time by giving written notice of such resignation to the Board of Managers, the Chairman of the Board 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 Managers or one of the above named officers; and, unless specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     SECTION 9. REMOVAL OF MANAGERS. At any special meeting of the Members, duly called as provided in this Agreement, any manager or managers may, by the affirmative vote of the holders of a majority of all the percentage ownership entitled to vote for the election of managers, 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 10. COMPENSATION. Managers, as such, shall not receive any stated salaries for their services, but by resolution of the Board of Managers, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Managers; provided that nothing herein contained shall be construed to preclude any manager from serving the Company in any other capacity and receiving compensation therefor.

     SECTION 11. DELEGATION OF DUTIES TO CLINICAL BOARDS. The Board of Managers of the Company (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 Company and/or Partnership and retains ultimate responsibility for the Facility’s

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compliance with all applicable federal, state, and local laws and regulations. The Board of Managers 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 Managers has delegated to the Chief Executive Officer of the Company, in accordance with this Agreement, the authority to appoint the Clinical Board. The Board of Managers has delegated to its officers, in accordance with this Agreement, 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 Managers, while maintaining continuing communication with the Clinical Board and Medical Staff.

     The Board of Managers has appointed the Clinical Board to assist and advise the CEO and/or Administrator, the Board of Managers, 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 Managers 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 policies regarding such matters.

     The Board of Managers, 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 Managers 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 Managers, to overrule decisions made by the Clinical Board.

ARTICLE IV
OFFICERS

     SECTION 1. CLASSES. The officers of the Company shall be a President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the Board of Managers, 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 the Board of Managers.

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     SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Company shall be elected annually by the Board of Managers at the first meeting of the Board of Managers held after the annual meeting of Members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Vacancies may be filled or new offices created and filled at any meeting of the Board of Managers. 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.

     SECTION 3. REMOVAL. Any officer or agent elected or appointed by the Board of Managers may be removed by the Board of Managers whenever in its judgment the best interest of the Company would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

     SECTION 4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Managers for the unexpired portion of the term.

     SECTION 5. PRESIDENT. The President shall have general charge of the business affairs and property of the Company and general supervision over its officers and agents. If present, he shall preside at all meetings of Members and he shall see that all orders and resolutions of the Board of Managers are carried into effect. He may sign and execute in the name of the Company deeds, mortgages, bonds, contracts, agreements or other instruments duly authorized by the Board of Managers except in cases where the signing and execution thereof shall be expressly delegated by the Board of Managers to some other officer or agent. From time to time, he shall report to the Board of Managers all matters within his knowledge which the interests of the Company may require to be brought to their attention. He shall also perform such other duties as are given to him by this Agreement or as from time to time may be assigned to him by the Board of Managers.

     SECTION 6. VICE PRESIDENTS. The Vice Presidents shall perform such duties as are given to them by this Agreement or as from time to time may be assigned to them by the Board of Managers, the Chairman of the Board, or the President, and, in the order of their seniority, or in any other order as the Board of Managers 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 Company, deeds, mortgages, bonds and other instruments.

     SECTION 7. SECRETARY. The Secretary shall:

     (a) Record all the proceedings of the meetings of the Members, the Board of Managers, 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 this Agreement and as required by statutes;

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     (c) Whenever any committee shall be appointed in pursuance of a resolution of the Board of Managers, furnish the Chairman of such committee with a copy of such resolution;

     (d) Be custodian of the records and of the seal of the Company, and cause such seal to be affixed to all instruments the execution of which on behalf of the Company 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 ownership records of the Company and exhibit such records at all reasonable times to such persons as are entitled by statute to have access thereto;

     (g) In general, perform all duties incident to the office of the Secretary and such other duties as are given to him by this Agreement or as from time to time may be assigned to him by the Board of Managers, the Chairman of the Board or the President.

     SECTION 8. ASSISTANT SECRETARIES. 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 Managers or the Chairman of the Board 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. The Assistant Secretaries shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Secretary.

     SECTION 9. TREASURER. If required by the Board of Managers, 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 Managers shall determine. He shall: (a) have charge and custody of and be responsible for all funds and securities of the Company; receive and give receipts for moneys due and payable to the Company from any source whatsoever, and deposit all such moneys in the name of the Company in such banks, trust companies, or other depositaries as shall be selected in accordance with the provisions of Article V of this Agreement; (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 Managers, the Chairman of the Board or the President.

     SECTION 10. ASSISTANT TREASURERS. 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 Managers or the Chairman of the Board 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. The Assistant Treasurers shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Treasurer.

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ARTICLE V
CONTRACTS, LOANS, CHECKS AND DEPOSITS

     SECTION 1. CONTRACTS. The Board of Managers 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 Company and such authority may be general or confined to specific instances.

     SECTION 2. LOANS. No loans shall be contracted on behalf of the Company and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Managers. 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 Company shall be signed by such officer or officers, agent or agents, of the Company and in such manner as shall from time to time be determined by resolution of the Board of Managers.

     SECTION 4. DEPOSITS. All funds of the Company not otherwise employed shall be deposited from time to time to the credit of the Company in such banks, trust companies, or other depositaries as the Board of Managers may select.

ARTICLE VI
TRANSFER OF PERCENTAGE OWNERSHIP

     Transfers of percentage ownership of the Company shall be made only on the books of the Company. The person in whose name percentage ownership stands on the books of the Company shall be deemed the owner thereof for all purposes as regards the Company.

ARTICLE VII
FISCAL YEAR

     The fiscal year of the Company 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 Managers.

ARTICLE VIII
DISTRIBUTIONS

     Prior to the dissolution of the Company, no Member shall have the right to receive any distributions of or return of its capital contribution. All distributions and all allocations of income, gains, losses and credits shall be made in accordance with the percentage ownership of the Members. The Board of Managers may from time to time declare, and the Company may pay, dividends on its percentage ownership in the manner and upon the terms and conditions provided by law and its Articles of Organization. The Members shall not be required to make any additional contributions of capital to the

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Company, although the Members may from time to time agree to make additional contributions to the Company.

ARTICLE IX
SEAL

     The Board of Managers may provide a company seal in such form as the Board of Managers may prescribe.

ARTICLE X
WAIVER OF NOTICE

     Whenever any notice whatsoever is required to be given under the provisions of this Agreement, or under the provisions of the Certificate of Formation, or under the provisions of the Act, 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.

ARTICLE XI
INDEMNIFICATION OF OFFICERS AND MANAGERS

     The Company shall indemnify its officers and managers against all reasonable expenses 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 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 shall extend 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 shall also extend 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 shall not be 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 or managers.

ARTICLE XII
AMENDMENTS

     The Members may alter, amend or rescind this Agreement at any annual or special meeting of Members at which a quorum is present, by the vote of a majority of the percentage ownership represented at such meeting, provided that the notice of such meeting shall have included notice of such proposed amendment. The Board of Managers shall have the power and authority to alter, amend or rescind the Agreement of the Company at any regular or special meeting at which a quorum is present by the vote of a majority of the entire Board of Managers, subject always to the power of the Members to change such action of the managers.

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     Executed this _____ day of ________, 2008.

CAPELLA HEALTHCARE, INC., Sole Member
By:	/s/ D. Andrew Slusser
Name:	D. Andrew Slusser
Title:	Vice President

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EX-3.65

EXHIBIT 3.65

Delaware

The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “OREGON HEALTHCORP, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE THIRD DAY OF FEBRUARY, A.D. 1999, 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 THIRD DAY OF MARCH, A.D. 2008, AT 3:30 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, “OREGON HEALTHCORP, LLC”.

/s/ Jeffrey W. Bullock  

Jeffrey W. Bullock, Secretary of State 

3000990 8100H	AUTHENTICATION: 8804276
110680905	Date: 06-02-11

CERTIFICATE OF FORMATION
OF
OREGON HEALTHCORP, LLC

Under Section 18-201 of the
Delaware Limited Liability Company Act

     FIRST: The name of the limited liability company is Oregon Healthcorp, 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 February 3, 1999.

By:       /s/ John M. Franck                                          
Name:  John M. Franck II
Title:    Authorized Person

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 02/03/1999

SRV 991044632 — 3000990 FILE

EX-3.66

EXHIBIT 3.66

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
OREGON HEALTHCORP, LLC

     The undersigned hereby executes this Amended and Restated Limited Liability Company Agreement (the “Agreement”) as the sole member (“Member”) of Oregon Healthcorp, LLC (the “Company”), an Delaware limited liability company formed on May 5, 1999, pursuant to the provisions of the Delaware Limited Liability Company Act (“Act”).

     The Company may engage in any lawful business permitted by the Act, including without limitation, acquiring, constructing, developing, owning, operating, selling, leasing, financing, and otherwise dealing with real property and healthcare businesses. The term of the Company shall be perpetual.

ARTICLE I
OFFICES

     The principal office of the Company shall be designated from time to time by the Board of Managers. The Company may have offices in addition to its principal place of business as the business of the Company may require from time to time.

     The registered office of the Company 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 Managers.

ARTICLE II
MEMBERS

     SECTION 1. MEETINGS. The annual meeting of Members shall be designated by the Board of Managers, for the purpose of electing managers and for the transaction of such other business as may come before the meeting. If the election of managers 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 Members to be held as soon thereafter as may be convenient. Special meetings of the Members may be called by the Chairman of the Board, the President, by a majority of the members of the Board of Managers or by the holders of not less than one-fifth of the percentage ownership of the Company.

     SECTION 2. PLACE OF MEETING. The annual meeting, or any special meeting of the Members, shall be held in Nashville, Tennessee, unless otherwise designated by them. A waiver of notice, signed by all Members, may designate any place, either within or without the State, as the place for the holding of such meeting. If a special meeting be otherwise called, the place of meeting shall be the office of the Company in the State of Tennessee, except as otherwise provided in Section 5 of this Article.

     SECTION 3. NOTICE OF MEETINGS. When written or printed notice is required to be given to the Members, such notice shall be given 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 one hour nor more than forty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, the President, the Secretary, or the officer or persons calling the meeting, to each Member 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 in a sealed envelope addressed to the Member at his address as it appears on the records of the Company, with postage thereon prepaid. Notice of a meeting, either annual or special, called for the purpose of electing managers shall be delivered not less than two hours before the meeting.

     SECTION 4. MEETING OF ALL MEMBERS. If all of the Members shall meet at any time and place, either within or without the State, 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 percentage ownership of the Company, represented in person or by proxy, shall constitute a quorum at any meeting of Members; provided, that if less than a majority of the percentage ownership are represented at said meeting, a majority of the percentage ownership so represented may adjourn the meeting from time to time without further notice.

     SECTION 6. PROXIES. At all meetings of Members, a Member may vote by proxy executed in writing by the Member or by its duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Company 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 PERCENTAGE OWNERSHIP. Each percentage of the percentage ownership shall be entitled to one vote upon each matter submitted to a vote at a meeting of Members. Percentage ownership standing in the name of another company, domestic or foreign, may be voted by such officer, agent or proxy as the governing documents of such company may prescribe, or, in the absence of such provision, as such company’s management may determine. In all elections of managers, every Member shall have the right to vote, in person or by proxy, one vote for each percentage of the percentage ownership owned by it, for as many persons as there are managers to be elected. All voting shall be on a non-cumulative basis, unless otherwise stated in the Articles of Organization or except as required by applicable state law.

     SECTION 8. INFORMAL ACTION BY MEMBERS. Any action required to be taken at a meeting of the Members 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 Members 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 Members entitled to vote thereon were present and voted with respect to the subject matter thereof.

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ARTICLE III
MANAGERS

     SECTION 1. GENERAL POWERS. The business and affairs of the Company shall be managed by its Board of Managers.

     SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of managers of the Company shall be not less than one (1) nor more than ten (10), but may be increased by amendment of this Agreement by the Members. Each manager 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. Managers need not be residents of the state of formation nor need they be the holder of any percentage ownership of the Company.

     SECTION 2.1 COMMITTEES OF THE BOARD. The Board of Managers may from time to time appoint such standing or special committees as it may deem for the best interest of the Company, but no such committee shall have any powers, except such as are expressly conferred upon it by the Board of Managers.

     SECTION 3. MEETINGS. A regular meeting of the Board of Managers shall be held without other notice than this Agreement, immediately after, and at the same place, as the annual meeting of Members. Additional regular meetings of the Board of Managers may be held at any time and place designated by them. Special Meetings of the Board of Managers may be called by or at the request of the Chairman of the Board or a majority of the managers. Special meetings shall be held, unless otherwise designated by the Board of Managers, in Nashville, Tennessee. Meetings may be held by the managers participating in same by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation constitutes presence in person for all those participating. Whenever the Act authorizes or permits managers 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 managers at a meeting.

     SECTION 4. NOTICE. Notice of any special meeting shall be given at least two (2) hours prior thereto by written notice delivered personally or mailed to each manager at his business address, or by facsimile. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by facsimile, such notice shall be deemed to be delivered when the facsimile is transmitted. Any manager may waive notice of any meeting. The attendance of a manager at any meeting shall constitute a waiver of notice of such meeting, except where a manager 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 Managers need be specified in the notice or waiver of notice of such meeting.

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     SECTION 5. QUORUM. A majority of the Board of Managers shall constitute a quorum for the transaction of business at any meeting of the Board of Managers, provided, that if less than a majority of the managers are present at said meeting, a majority of the managers present may adjourn the meeting from time to time without further notice.

     SECTION 6. MANNER OF ACTING. The act of the majority of the managers present at a meeting at which a quorum is present shall be the act of the Board of Managers. Any action required to be taken at a meeting of the Managers 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 Managers 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 Managers entitled to vote thereon were present and voted with respect to the subject matter thereof.

     SECTION 7. VACANCIES. Any vacancy occurring in the Board of Managers or in a position on the Board to be filled by reason of an increase in the number of managers, may be filled by election at an annual meeting or at a special meeting of Members called for that purpose. A manager elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

     SECTION 8. RESIGNATION OF MANAGERS. Any manager may resign at any time by giving written notice of such resignation to the Board of Managers, the Chairman of the Board 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 Managers or one of the above named officers; and, unless specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     SECTION 9. REMOVAL OF MANAGERS. At any special meeting of the Members, duly called as provided in this Agreement, any manager or managers may, by the affirmative vote of the holders of a majority of all the percentage ownership entitled to vote for the election of managers, 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 10. COMPENSATION. Managers, as such, shall not receive any stated salaries for their services, but by resolution of the Board of Managers, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Managers; provided that nothing herein contained shall be construed to preclude any manager from serving the Company in any other capacity and receiving compensation therefor.

     SECTION 11. DELEGATION OF DUTIES TO CLINICAL BOARDS. The Board of Managers of the Company (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 Company and/or Partnership and retains ultimate responsibility for the Facility’s

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compliance with all applicable federal, state, and local laws and regulations. The Board of Managers 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 Managers has delegated to the Chief Executive Officer of the Company, in accordance with this Agreement, the authority to appoint the Clinical Board. The Board of Managers has delegated to its officers, in accordance with this Agreement, 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 Managers, while maintaining continuing communication with the Clinical Board and Medical Staff.

     The Board of Managers has appointed the Clinical Board to assist and advise the CEO and/or Administrator, the Board of Managers, 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 Managers 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 policies regarding such matters.

     The Board of Managers, 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 Managers 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 Managers, to overrule decisions made by the Clinical Board.

ARTICLE IV
OFFICERS

     SECTION 1. CLASSES. The officers of the Company shall be a President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the Board of Managers, 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 the Board of Managers.

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     SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Company shall be elected annually by the Board of Managers at the first meeting of the Board of Managers held after the annual meeting of Members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Vacancies may be filled or new offices created and filled at any meeting of the Board of Managers. 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.

     SECTION 3. REMOVAL. Any officer or agent elected or appointed by the Board of Managers may be removed by the Board of Managers whenever in its judgment the best interest of the Company would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

     SECTION 4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Managers for the unexpired portion of the term.

     SECTION 5. PRESIDENT. The President shall have general charge of the business affairs and property of the Company and general supervision over its officers and agents. If present, he shall preside at all meetings of Members and he shall see that all orders and resolutions of the Board of Managers are carried into effect. He may sign and execute in the name of the Company deeds, mortgages, bonds, contracts, agreements or other instruments duly authorized by the Board of Managers except in cases where the signing and execution thereof shall be expressly delegated by the Board of Managers to some other officer or agent. From time to time, he shall report to the Board of Managers all matters within his knowledge which the interests of the Company may require to be brought to their attention. He shall also perform such other duties as are given to him by this Agreement or as from time to time may be assigned to him by the Board of Managers.

     SECTION 6. VICE PRESIDENTS. The Vice Presidents shall perform such duties as are given to them by this Agreement or as from time to time may be assigned to them by the Board of Managers, the Chairman of the Board, or the President, and, in the order of their seniority, or in any other order as the Board of Managers 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 Company, deeds, mortgages, bonds and other instruments.

     SECTION 7. SECRETARY. The Secretary shall:

     (a) Record all the proceedings of the meetings of the Members, the Board of Managers, 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 this Agreement and as required by statutes;

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     (c) Whenever any committee shall be appointed in pursuance of a resolution of the Board of Managers, furnish the Chairman of such committee with a copy of such resolution;

     (d) Be custodian of the records and of the seal of the Company, and cause such seal to be affixed to all instruments the execution of which on behalf of the Company 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 ownership records of the Company and exhibit such records at all reasonable times to such persons as are entitled by statute to have access thereto;

     (g) In general, perform all duties incident to the office of the Secretary and such other duties as are given to him by this Agreement or as from time to time may be assigned to him by the Board of Managers, the Chairman of the Board or the President.

     SECTION 8. ASSISTANT SECRETARIES. 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 Managers or the Chairman of the Board 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. The Assistant Secretaries shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Secretary.

     SECTION 9. TREASURER. If required by the Board of Managers, 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 Managers shall determine. He shall: (a) have charge and custody of and be responsible for all funds and securities of the Company; receive and give receipts for moneys due and payable to the Company from any source whatsoever, and deposit all such moneys in the name of the Company in such banks, trust companies, or other depositaries as shall be selected in accordance with the provisions of Article V of this Agreement; (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 Managers, the Chairman of the Board or the President.

     SECTION 10. ASSISTANT TREASURERS. 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 Managers or the Chairman of the Board 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. The Assistant Treasurers shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Treasurer.

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ARTICLE V
CONTRACTS, LOANS, CHECKS AND DEPOSITS

     SECTION 1. CONTRACTS. The Board of Managers 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 Company and such authority may be general or confined to specific instances.

     SECTION 2. LOANS. No loans shall be contracted on behalf of the Company and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Managers. 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 Company shall be signed by such officer or officers, agent or agents, of the Company and in such manner as shall from time to time be determined by resolution of the Board of Managers.

     SECTION 4. DEPOSITS. All funds of the Company not otherwise employed shall be deposited from time to time to the credit of the Company in such banks, trust companies, or other depositaries as the Board of Managers may select.

ARTICLE VI
TRANSFER OF PERCENTAGE OWNERSHIP

     Transfers of percentage ownership of the Company shall be made only on the books of the Company. The person in whose name percentage ownership stands on the books of the Company shall be deemed the owner thereof for all purposes as regards the Company.

ARTICLE VII
FISCAL YEAR

     The fiscal year of the Company 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 Managers.

ARTICLE VIII
DISTRIBUTIONS

     Prior to the dissolution of the Company, no Member shall have the right to receive any distributions of or return of its capital contribution. All distributions and all allocations of income, gains, losses and credits shall be made in accordance with the percentage ownership of the Members. The Board of Managers may from time to time declare, and the Company may pay, dividends on its percentage ownership in the manner and upon the terms and conditions provided by law and its Articles of Organization. The Members shall not be required to make any additional contributions of capital to the

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Company, although the Members may from time to time agree to make additional contributions to the Company.

ARTICLE IX
SEAL

     The Board of Managers may provide a company seal in such form as the Board of Managers may prescribe.

ARTICLE X
WAIVER OF NOTICE

     Whenever any notice whatsoever is required to be given under the provisions of this Agreement, or under the provisions of the Certificate of Formation, or under the provisions of the Act, 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.

ARTICLE XI
INDEMNIFICATION OF OFFICERS AND MANAGERS

     The Company shall indemnify its officers and managers against all reasonable expenses 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 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 shall extend 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 shall also extend 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 shall not be 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 or managers.

ARTICLE XII
AMENDMENTS

     The Members may alter, amend or rescind this Agreement at any annual or special meeting of Members at which a quorum is present, by the vote of a majority of the percentage ownership represented at such meeting, provided that the notice of such meeting shall have included notice of such proposed amendment. The Board of Managers shall have the power and authority to alter, amend or rescind the Agreement of the Company at any regular or special meeting at which a quorum is present by the vote of a majority of the entire Board of Managers, subject always to the power of the Members to change such action of the managers.

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     Executed this 1st day of March, 2008.

CAPELLA HEALTHCARE, INC., Sole Member
By:	/s/ D. Andrew Slusser
Name: D. Andrew Slusser
Title:   Vice President

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EX-3.67

EXHIBIT 3.67

Beth Chapman	P. O. Box 5616
Secretary of State	Montgomery, AL 36103-5616

STATE OF ALABAMA

     I, Beth Chapman, Secretary of State of the State of Alabama, having custody of the Great and Principal Seal of said State, do hereby certify that as appears on file and of record in this office, the pages hereto attached, contain a true, accurate and literal copy of articles of incorporation of Parkway Medical Clinic, Inc., as received and filed in the office of the Secretary of State of Alabama on March 1, 1995, showing the date of incorporation as February 21, 1995, the date said instrument was filed in the office of the Judge of Probate of Montgomery County.

     In Testimony Whereof, I have hereunto set my hand and affixed the Great Seal of the State, at the Capitol, in the City of Montgomery, on this day.

     [SEAL]

12/10/07
Date
/s/ Beth Chapman
Beth Chapman	Secretary of State

ARTICLES OF INCORPORATION

OF

PARKWAY MEDICAL CLINIC, INC.

     The undersigned natural person of the age of eighteen years or more, acting as incorporator of a corporation under the Alabama Business Corporation Act, does hereby adopt the following Articles of Incorporation for such corporation:

     ARTICLE ONE: The name of the Corporation is Parkway Medical Clinic, Inc.

     ARTICLE TWO: The period of its duration is perpetual.

     ARTICLE THREE: The purpose for which the Corporation is organized is to engage in the transaction of any or all lawful business for which corporations may be incorporated under the Alabama Business Corporation Act (the “Alabama Act”).

     ARTICLE FOUR: The aggregate number of shares which the Corporation shall have authority to issue is One Thousand (1,000) shares of $.01 par value per share common stock.

     ARTICLE FIVE: The Corporation will not commence business until it has received for the issuance of its shares consideration of the value of at least One Thousand Dollars ($1,000), consisting of money, labor done or property actually received.

     ARTICLE SIX: The street address of its initial registered office is P.O. Box 5018, 25 Washington Avenue, Suite 201, Montgomery, Alabama 16103 and the name of its initial registered agent at such address is CSC-Lawyers Incorporating Service Incorporated.

     ARTICLE SEVEN: The number of directors of the Corporation may be fixed by the Bylaws.

     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 the first annual meeting of the shareholders or until a successor is elected and qualified are:

Tyree G. Wilburn	Deborah G. Moffett
155 Franklin Road, Suite 400	3707 FM 1960 West, Suite 500
Brentwood, TN 37027	Houston, TX 77068

T. Mark Buford
3707 FM 1960 West, Suite 500
Houston, TX 77068

     ARTICLE EIGHT: The name and address of the incorporator is:

Robin J. Payton
414 Union Street, Suite 1600
Nashville, Tennessee 37219

     ARTICLE NINE: To the greatest extent permitted by Alabama law, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or

omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 10-2A-75 of the Alabama Act or (iv) for any transaction from which the director derives an improper personal benefit. If the Alabama Act is amended hereafter 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 Alabama Act, as so amended.

     Any repeal or modification of the foregoing paragraph 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.

     ARTICLE TEN:

     A. Rights to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, or is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director or officer 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 Alabama Act 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, without limitation, attorneys’ fees, judgments, fines, excise taxes or penalties and amounts paid or to be paid in settlement) incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue with respect to an indemnitee who has ceased to be a director or officer and shall inure to the benefit of the indemnitee’s heirs, executors and administrators; provided, however, that except as provided in paragraph (B) hereof with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding initiated by such indemnitee only if such proceeding was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Article shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the Alabama Act requires, an advancement of expenses incurred by an indemnitee 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 Article or otherwise.

     B. Right of Indemnitee to Brink Suit. If a claim under paragraph (A) of this Article is not paid in full by the Corporation within sixty days after a written claim has been received by the Corporation (except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty days), the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, the indemnitee shall also be entitled to be paid the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met the applicable standard of conduct set forth in the Alabama Act. 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 suit that indemnification of the indemnitee has met the applicable standard of conduct set forth in the Alabama Act, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or its stockholders) that the indemnitee has not met such applicable standard of conduct, or in the case of such a suit brought by the indemnitee, shall be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the

burden of proving that the indemnitee is not entitled under this Article or otherwise to be indemnified, or to such advancement of expenses, shall be on the Corporation.

     C. Non-Exclusivity of Rights. The rights to indemnification and to the advancement of expenses conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under these Articles of Incorporation or any Bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

     D. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any indemnitee against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Alabama Act.

     E. Indemnity of Employees and Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article or as otherwise permitted under the Alabama Act with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.

     ARTICLE ELEVEN: The Bylaws of the Corporation may be altered, amended or repealed or new Bylaws may be adopted by the board of directors.

     IN WITNESS WHEREOF, I have hereunto set my hand, this 15th day of February, 1994.

/s/ Robin J. Payton

Robin J. Payton, Incorporator

414 Union Street

Suite 1600

Nashville, Tennessee 37219

State of Alabama

Montgomery Co.

February 21, 1995 4:37 PM

/s/ Walter Hobbs, Jr.

Walter Hobbs, Jr.

Judge of Probate

Index 1.00

Fee: 35.00

02-21-95 4747 360

Corp 0189 Page 0803

EX-3.68

EXHIBIT 3.68

Adopted: March 1, 2008

AMENDED AND RESTATED
BY-LAWS
OF
PARKWAY MEDICAL CLINIC, INC.

ARTICLE I
OFFICES

     The principal office of Parkway Medical Clinic, Inc. (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 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 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.

     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 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.

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.

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.

EX-3.69

EXHIBIT 3.69

STATE OF ALABAMA

     I, Jim Bennett, Secretary of State of the State of Alabama, having custody of the Great and Principal Seal of said State, do hereby certify that pursuant to the provisions of Section 10-2B-4.02, Code of Alabama 1975, and upon an examination of the corporation records on file in this office, the following corporate name is reserved as available:

QHG of Jacksonville, Inc.

     This domestic corporation name is proposed to be incorporated in Montgomery County and is for the exclusive use of Janet Marzullo, 103 Continental Place, Brentwood, TN 37027 for a period of one hundred twenty days beginning March 22, 1996 and expiring July 21, 1996.

     In Testimony Whereof, I have hereunto set my hand and affixed the Great Seal of the State, at the Capitol, in the City of Montgomery, on this day.

March 22, 1996
Date
/s/ Jim Bennett
Jim Bennett	Secretary of State

[SEAL]

Do not write above this line. For County and State use.

Articles of Incorporation
of

QHG OF JACKSONVILLE, INC.

     Pursuant to the provisions of the Alabama Business Corporation Act, the undersigned hereby adopts the following Articles of Incorporation:

     Article I: The name of the corporation is QHG of Jacksonville, Inc.

     Article II: Duration: The duration of the corporation is perpetual.

     Article III: Purpose: The corporation has been organized for the purpose of the transaction of any or all lawful business for which corporations may be incorporated under this chapter.

     Article IV: Authorized Capital Stock: The number of shares which the corporation shall have the authority to issue is 1,000 and the par value of each share shall be $1.00 for a total authorized capital of $1,000.

     Article V: Registered Office/Agent: The location and street address of its initial office is 57 Adams Avenue, Montgomery, AL 36104 and the name of its initial registered agent at such address is CSC-Lawyers Incorporating Service Incorporated.

     Article VI: Board of Directors

     The names and addresses of the initial Board of Directors are:

James E. Dalton, Jr.	103 Continental Place, Brentwood, TN 37027
Roland P. Richardson	103 Continental Place, Brentwood, TN 37027
S. Frank Williams, Jr.	103 Continental Place, Brentwood, TN 37027

     Article VII: Incorporator: The name and address of the incorporator is as follows:

Gayle Jenkins
103 Continental Place
Brentwood, TN 37027

     IN WITNESS WHEREOF, the undersigned incorporator has executed these Articles of Incorporation, on this, the 12th day of April, 1996.

/s/ Gayle Jenkins  

Gayle Jenkins 

Sole Incorporator 

THIS DOCUMENT PREPARED BY: INCORPORATOR

State of Alabama
Montgomery Co.

April 17, 1996 10:48 AM

/s/ Walter Hobbs, Jr.                              
Walter Hobbs, Jr.
Judge of Probate

Corp 0196 Page 0483

Index	5.00
Rec Fee	35.00
Cash	40.00

ITEM 2
04-17-96 Wed #0 1 CLERK 0422 10:54 TM

EX-3.70

Exhibit 3.70

Adopted: March 1, 2008

AMENDED AND RESTATED
BY-LAWS
OF
QHG OF JACKSONVILLE, INC.

ARTICLE I

OFFICES

     The principal office of QHG of Jacksonville, Inc. (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 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 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.

     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 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.

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.

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.

EX-3.71

EXHIBIT 3.71

STATE OF TENNESSEE

Department of State

CERTIFICATE

     The undersigned, as Secretary of State of the State of Tennessee, hereby certifies that the attached document was received for filing on behalf of RIVER PARK HOSPITAL, INC., was duly executed in accordance with

(Name of Corporation)

the Tennessee General Corporation Act, was found to conform to law and was filed by the undersigned, as Secretary of State, on the date noted on the document.

     THEREFORE, the undersigned, as Secretary of State, and by virtue of the authority vested in him by law, hereby issues this certificate and attaches hereto the document which was duly filed on this August First, 1969.

/s/ [                    ]  

Secretary of State 

[SEAL]

Book 4355 635

CHARTER

OF

RIVER PARK HOSPITAL, INC.

     The undersigned natural persons, having capacity to contract and acting as the incorporators of a corporation under the Tennessee General Corporation Act, adopt the following Charter for such corporation:

     1. The name of the corporation is River Park Hospital, Inc.

     2. The duration of the corporation is perpetual.

     3. The address of the principal office of the corporation in the State of Tennessee shall be 242 25th Avenue, North, Nashville, County of Davidson.

     4. The corporation is for profit.

     5. The purposes for which the corporation is organized are:

     1. To purchase, lease, or otherwise acquire, to operate, and to sell, lease or otherwise dispose of hospitals, convalescent homes, nursing homes and other institutions for the medical care and treatment of patients; to purchase, manufacture, or prepare and to sell or otherwise deal in, as principal or as agent, medical equipment and supplies; to construct, or lease, and to operate restaurants, drug stores, gift shops, office buildings, and other facilities in connection with hospitals or other medical facilities owned or operated by it; and

     2. To purchase or otherwise acquire, to hold and to sell or otherwise dispose of the stocks, bonds and other securities of any corporation, foreign, or domestic; to exercise all powers and any or all rights and privileges of individual ownership or interest in respect to any and all such securities; to manage and to aid in any manner, by loan, guarantee, or otherwise, any corporation or corporations of which any securities are held by the corporation; and to do any and all acts or things necessary, expedient or calculated to protect, preserve or enhance the value of any such securities.

     6. The maximum number of shares which the corporation shall have the authority to issue is One Thousand (1,000) shares, with $1 par value.

     7. The corporation will not commence business until the consideration of One Thousand Dollars ($1,000) has been received for the issuance of shares.

     8. (a) The shareholders of this corporation shall not have pre-emptive rights.

     (b) The Board of Directors of this corporation shall consist of not less than three individuals, or of a number of individuals not less than the number of shareholders of this corporation, whichever amount is the lesser; members of the Board of Directors need not be shareholders of this corporation.

     (c) Additional members of the Board of Directors may be elected by the shareholders at the annual meeting, and by a majority of the members of the entire Board of Directors at any other times; members of the

Board of Directors of this corporation shall be elected for a term which shall extend until the date of the next annual meeting subsequent to their election to the Board of Directors.

     (d) The Board of Directors of this corporation shall have the power to appoint an Executive Committee, consisting of not less than two persons, which committee shall have the power and authority to act in the place and stead of the Board of Directors during the intervals between the regular meetings of the Board of Directors.

     (e) The majority of the members of the entire Board of Directors of this corporation shall have the power to remove any member of the Board of Directors for just cause.

     (f) The initial bylaws of this corporation shall be adopted by the incorporators hereof, and thereafter, the bylaws of this corporation may be amended, repealed or adopted by a majority of the members of the entire Board of Directors, or by the holders of a majority of the outstanding shares of capital stock.

     (g) This corporation shall have the right and power to purchase and hold shares of its capital stock; provided however, that such purchase, whether direct or indirect, shall be made only to the extent of unreserved and unrestricted capital surplus.

     Dated August 1, 1969.

/s/ William E. Martin  

William E. Martin 

/s/ Ames Davis  

Ames Davis 

/s/ James R. Cheshire, III  

James R. Cheshire, III 

Book 4355 Page 636

1969 Aug 1 PM 5:21   Volume C-1, Page 702

ARTICLES OF AMENDMENT

TO THE RESTATED CHARTER OF

RIVER PARK HOSPITAL, INC.

     To the Secretary of the State of Tennessee:

     In accordance with the provisions of Section 48-20-106 of the Tennessee Business Corporation Act (the “Act”), River Park Hospital, Inc. (the “Corporation”), organized and existing under and by virtue of the provisions of the Act and all amendments thereto, does hereby submit this Amendment to its Restated Charter:

     1. The name of the Corporation is River Park Hospital, Inc.

     2. Article 8 subsection (b) of the Charter is deleted in its entirety and the following is substituted in lieu thereof:

The Board of Directors of this corporation shall consist of one to ten individuals; members of the Board of Directors need not be shareholders of this corporation

     4. This amendment was duly authorized and adopted by the Board of Directors of the Corporation by written consent action taken effective as of February 28, 2008. The foregoing amendment did not require shareholder approval.

RIVER PARK HOSPITAL, INC.
/s/ Howard T. Wall III
Name:	Howard T. Wall III
Title:	Vice President and Secretary

     Dated: February 28, 2008

EX-3.72

EXHIBIT 3.72

Adopted: December 17, 2002

BY-LAWS
OF
RIVER PARK HOSPITAL, 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

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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 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.

3

     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 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.

4

     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.

     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

5

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 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.

6

     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.

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

7

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.

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

8

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.

9

EX-3.73

EXHIBIT 3.73

Secretary of State Division of Business Services 312 Eighth Avenue North 6th Floor, William R. Snodgrass Tower Nashville, Tennessee 37243	DATE: 03/16/05 REQUEST NUMBER: 5392-1124 TELEPHONE CONTRACT: (615) 741-2286 FILE DATE/TIME: 03/16/05 1054 EFFECTIVE DATE/TIME: 03/16/05 1054 CONTROL NUMBER: 0489648
TO:
CT CORPORATION SYSTEM	Davidson County CHARTER
1201 PEACHTREE ST. NE	Recvd: 03/16/05 15:22
SUITE 1240	Fees: 7.00 Taxes 0.00
ATLANTA, GA 30361	20050316-0029102

RE: RIVER PARK HOSPITALISTS, LLC
ARTICLES OF ORGANIZATION —
LIMITED LIABILITY COMPANY

     CONGRATULATIONS UPON THE FORMATION OF THE LIMITED LIABILITY COMPANY IN THE STATE OF TENNESSEE WHICH IS EFFECTIVE AS INDICATED ABOVE.

     A LIMITED LIABILITY COMPANY ANNUAL REPORT MUST BE FILED WITH THE SECRETARY OF STATE ON OR BEFORE THE FIRST DAY OF THE FOURTH MONTH FOLLOWING THE CLOSE OF THE LIMITED LIABILITY COMPANY’S FISCAL YEAR. ONCE THE FISCAL YEAR HAS BEEN ESTABLISHED, PLEASE PROVIDE THIS OFFICE WITH WRITTEN NOTIFICATION. THIS OFFICE WILL MAIL THE REPORT DURING THE LAST MONTH OF SAID FISCAL YEAR TO THE LIMITED LIABILITY COMPANY AT THE ADDRESS OF ITS PRINCIPAL OFFICE OR TO A MAILING ADDRESS PROVIDED TO THIS OFFICE IN WRITING. FAILURE TO FILE THIS REPORT OR TO MAINTAIN A REGISTERED AGENT AND OFFICE WILL SUBJECT THE LIMITED LIABILITY COMPANY TO ADMINISTRATIVE DISSOLUTION.

     THEN CORRESPONDING WITH THIS OFFICE OR SUBMITTING DOCUMENTS FOR FILING PLEASE REFER TO THE LIMITED LIABILITY COMPANY CONTROL NUMBER GIVEN ABOVE. PLEASE BE ADVISED THAT THIS DOCUMENT MUST ALSO BE FILED IN THE OFFICE OF THE REGISTER OF DEEDS IN THE COUNTY WHEREIN A LIMITED LIABILITY COMPANY HAS ITS PRINCIPAL OFFICE IF SUCH PRINCIPAL OFFICE IS IN. TENNESSEE.

FOR:	ARTICLES OF ORGANIZATION —	ON DATE: 03/16/05
	LIMITED LIABILITY COMPANY

FROM:
C T CORPORATION SYSTEM (ATLANTA, GA.)
1201 PEACHTREE ST NE
SUITE 1240
ATLANTA, GA 30361 — 0000

FEES

RECEIVED:	$	300.00	$	0.00
TOTAL PAYMENT RECEIVED:			$	300.00
RECEIPT NUMBER:				00003680150
ACCOUNT NUMBER:				00000009

[SEAL]	/s/ Riley C. Darnell
	Riley C. Darnell, Secretary of State

STATE OF TENNESSEE
Department of State
Corporate Filings
312 Eighth Avenue North
6^th Floor, William R. Snodgrass Tower
Nashville, TN 37243

ARTICLES OF
ORGANIZATION
(LIMITED LIABILITY COMPANY)

     The undersigned acting as organizer(s) of a Limited Liability Company under the provisions of the Tennessee Limited Liability Company Act, § 48-205-101, adopts the following Articles of Organization.

     1. The name of the Limited Liability Company is: River Park Hospitalists, LLC

     (NOTE: Pursuant to the provisions of § 48-207-101, each limited Liability Company name must contain the words “Limited Liability Company” or the abbreviation “LLC” or “L.L.C.”)

     2. The name and complete address of the Limited Liability Company’s initial registered agent and office located in the state of Tennessee is:

C T Corporation System
(Name)
800 S. Gay Street, Suite 2021	Knoxville,	TN 37929
(Street Address)	(City)	(State/Zip Code)
Knox
(County)

     3. List the name and complete address of each organizer of this Limited Liability Company.

Dora A. Blackwood	One Park Plaza, Nashville, TN 37203
(Name)	(Include: Street Address, City, State and Zip Code)
(Name)	(Street Address, City, State and Zip Code)
(Name)	(Street Address, City, State and Zip Code)

     4. The Limited Liability Company will be: (NOTE: PLEASE MARK APPLICABLE BOX)
       þ Board Managed   o Member Managed

     5. Number of members at the date of filing one.

     6. If the document is not to be effective upon filing by the Secretary of State, the delayed effective date and time is:

Date                                      ,                           , Time                                       (Not to exceed 90 days.)

     7. The complete address of the Limited Liability Company’s principal executive office is:

One Park Plaza	Nashville	TN/US/37203
(Street Address)	(City)	(State/Country/Zip Code)

     8. Period of Duration: perpetual

     9. Other Provisions:

     10. THIS COMPANY IS A NON-PROFIT LIMITED LIABILITY COMPANY (Check if applicable) o

03/11/2005	/s/ Dora A. Blackwood
Signature Date	Signature (manager or member authorized to sign by the Limited Liability Company)
Organizer	Dora A. Blackwood
Signer’s Capacity	Name (typed or printed)

SS-4249 (Rev. 7/01) Filing Fee: $50 per member (minimum fee = $300, maximum fee = $3,000)     RDA 2458

5392 1124
State of Tennessee
March 16, 2006 10:54 AM
Riley Darnell
Secretary of State

EX-3.74

EXHIBIT 3.74

Operating Agreement
Of
River Park Hospitalists, LLC

     The undersigned hereby executes this Operating Agreement (“Operating Agreement”) as the sole member (“Member”) River Park Hospitalists, LLC (the “Company”), a Tennessee limited liability company formed on March 16, 2005, pursuant to the provisions of the Tennessee Limited Liability Company Act (“Act”). The Member hereby agrees that the ownership interests in the Company and initial capital contribution of the Member is as follows

Name and Address	Percentage Ownership			Initial Capital Contribution
River Park Hospital Inc.		100	%	$	1000.00
One Park Plaza
Nashville Tennessee 37203

     The Company may engage in any lawful business permitted by the Act, including without limitation, acquiring, constructing, developing, owning, operating, selling, leasing, financing, and otherwise dealing with real property and healthcare businesses. The term of the Company shall be perpetual.

ARTICLE I

OFFICES

     The principal office of the Company shall be designated from time to time by the Board of Managers. The Company may have offices in addition to its principal place of business as the business of the Company may require from time to time.

     The registered office of the Company 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 Managers.

ARTICLE II

MEMBERS

     SECTION 1. MEETINGS. The annual meeting of Members shall be designated by the Board of Managers, for the purpose of electing managers and for the transaction of such other business as may come before the meeting. If the election of managers 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 Members to be held as soon thereafter as may be convenient. Special meetings of the Members may be called by the Chairman of the Board, the President, by a majority of the members of the Board of Managers or by the holders of not less than one-fifth of the Percentage Ownership of the Company.

     SECTION 2. PLACE OF MEETING. The annual meeting, or any special meeting of the Members, shall be held in Nashville, Tennessee, unless otherwise designated by the Members. A waiver of notice, signed by all Members, may designate any place, either within or without the State of Tennessee, as the place for the holding of such meeting.

     SECTION 3. NOTICE OF MEETINGS. When written or printed notice is required to be given to the Members, such notice shall be given 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 one hour nor more than forty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, the President, the Secretary, or the officer or persons calling the meeting, to each Member 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 in a sealed envelope addressed to the Member at his address as it appears on the records of the Company with postage thereon prepaid. Notice of a meeting, either annual or special, called for the purpose of electing managers shall be delivered not less than two hours before the meeting.

     SECTION 4. MEETING OF ALL MEMBERS. If all of the Members shall meet at any time and place, either within or without the State, 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 Percentage Ownership of the Company, represented in person or by proxy, shall constitute a quorum at any meeting of Members; provided, that if less than a majority of the Percentage Ownership are represented at said meeting, a majority of the Percentage Ownership so represented may adjourn the meeting from time to time without further notice.

     SECTION 6. PROXIES. At all meetings of Members, a Member may vote by proxy executed in writing by the Member or by its duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Company 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 PERCENTAGE OWNERSHIP. Each percentage of the Percentage Ownership shall be entitled to one vote upon each matter submitted to a vote at a meeting of Members. Percentage Ownership standing in the name of another company, domestic or foreign, may be voted by such officer, agent or proxy as the governing documents of such company may prescribe, or, in the absence of such provision, as such company’s management may determine. In all elections of managers, every Member shall have the right to vote, in person or by proxy, one vote for each percentage of the Percentage Ownership owned by it, for as many persons as there are managers to be elected. All voting shall be on a non-cumulative basis unless otherwise stated in the Articles of Organization or except as required by applicable state law.

     SECTION 8. INFORMAL ACTION BY MEMBERS. Any action required to be taken at a meeting of the Members 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 Members 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 Members entitled to vote thereon were present and voted with respect to the subject matter thereof.

ARTICLE III

MANAGERS

     SECTION 1. GENERAL POWERS. The business and affairs of the Company shall be managed by its Board of Managers.

     SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of managers of the Company shall be not less than one (1) nor more than ten (10) but may be increased by amendment of this Operating Agreement by the Members. Each manager 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. Managers need not be residents of the state of formation nor need they be the holder of any Percentage Ownership of the Company.

     SECTION 2.1. COMMITTEES OF THE BOARD. The Board of Managers may from time to time appoint such standing or special committees as it may deem for the best interest of the Company, but no such committee shall have any powers, except such as are expressly conferred upon it by the Board of Managers.

     SECTION 3. MEETINGS. A regular meeting of the Board of Managers shall be held without other notice than this Operating Agreement, immediately after and at the same place, as the annual meeting of Members. Additional regular meetings of the Board of Managers may be held at any time and place designated by them. Special meetings of the Board of Managers may be called by or at the request of the Chairman of the Board or a majority of the managers. Special meetings shall be held unless otherwise designated by the Board of Managers in Nashville Tennessee. Meetings may be held by the managers participating in same by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation constitutes presence in person for all those participating. Whenever the laws of the State authorize or permit managers 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 managers at a meeting.

     SECTION 4. NOTICE. Notice of any special meeting shall be given at least two (2) hours prior thereto by written notice delivered personally or mailed to each manager at his business address, or by facsimile. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by facsimile, such notice shall be deemed to be delivered when the facsimile is transmitted. Any manager may waive

notice of any meeting. The attendance of a manager at any meeting shall constitute a waiver of notice of such meeting, except where a manager 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 Managers need be specified in the notice or waiver of notice of such meeting.

     SECTION 5. QUORUM. A majority of the Board of Managers shall constitute a quorum for the transaction of business at any meeting of the Board of Managers, provided that if less than a majority of the managers are present at said meeting a majority of the managers present may adjourn the meeting from time to time without further notice.

     SECTION 6. MANNER OF ACTING. The act of the majority of the managers present at a meeting at which a quorum is present shall be the act of the Board of Managers. Any action required to be taken at a meeting of the Managers 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 Managers 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 Managers entitled to vote thereon were present and voted with respect to the subject matter thereof.

     SECTION 7. VACANCIES. Any vacancy occurring in the Board of Managers or in a position on the Board to be filled by reason of an increase in the number of managers, may be filled by election at an annual meeting or at a special meeting of Members called for that purpose. A manager elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

     SECTION 8. RESIGNATION OF MANAGERS. Any manager may resign at any time by giving written notice of such resignation to the Board of Managers, the Chairman of the Board 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 Managers or one of the above named officers and unless specified therein the acceptance of such resignation shall not be necessary to make it effective.

     SECTION 9. REMOVAL OF MANAGERS. At any special meeting of the Members, duly called as provided in this Operating Agreement, any manager or managers may, by the affirmative vote of the holders of a majority of all the Percentage Ownership entitled to vote for the election of managers, 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 10. COMPENSATION. Managers, as such, shall not receive any stated salaries for their services, but by resolution of the Board of Managers, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Managers; provided that nothing herein contained shall

be construed to preclude any manager from serving the Company in any other capacity and receiving compensation therefor.

     SECTION 11. DELEGATION OF DUTIES TO CLINICAL BOARDS. The Board of Managers of the Company (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 outpatient center(s) (the “Facility”), as the case may be, owned by the Company 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 Managers may delegate certain duties to its officers and to the Board of Trustees of the hospital(s) and/or the Board of Governors of the outpatient 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 Managers 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 Managers, while maintaining continuing communication with the Clinical Board and Medical Staff.

     The Board of Managers has appointed the Clinical Board to assist and advise the CEO and/or Administrator, the Board of Managers 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 Managers 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 Managers, 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 Managers 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 Managers, to overrule decisions made by the Clinical Board.

ARTICLE IV

OFFICERS

     SECTION 1. CLASSES. The officers of the Company shall be a President, a Secretary, a Treasurer, and if deemed necessary, expedient or desirable by the Board of

Managers, 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 amendments to this article by the Members.

     SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Company shall be elected annually by the Board of Managers at the first meeting of the Board of Managers held after the annual meeting of Members. If the election of officers shall not be held at such meeting such election shall be held as soon thereafter as convenient. Vacancies may be filled or new offices created and filled at any meeting of the Board of Managers. 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.

     SECTION 3. REMOVAL. Any officer or agent elected or appointed by the Board of Managers may be removed by the Board of Managers whenever in its judgment the best interest of the Company would be served thereby, but such removal shall be without prejudice to the contract rights if any of the person so removed.

     SECTION 4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Managers for the unexpired portion of the term.

     SECTION 5. PRESIDENT. The President shall have general charge of the business affairs and property of the Company and general supervision over its officers and agents. If present, he shall preside at all meetings of Members and he shall see that all orders and resolutions of the Board of Managers are carried into effect. He may sign and execute in the name of the Company deeds, mortgages, bonds, contracts, agreements or other instruments duly authorized by the Board of Managers except in cases where the signing and execution thereof shall be expressly delegated by the Board of Managers to some other officer or agent. From time to time, he shall report to the Board of Managers all matters within his knowledge which the interests of the Company may require to be brought to their attention. He shall also perform such other duties as are given to him by this Operating Agreement or as from time to time may be assigned to him by the Board of Managers.

     SECTION 6. VICE PRESIDENTS. The Vice Presidents shall perform such duties as are given to them by this Operating Agreement or as from time to time may be assigned to them by the Board of Managers, the Chairman of the Board, or the President, and, in the order of their seniority, or in any other order as the Board of Managers 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 Company, deeds, mortgages, bonds and other instruments.

     SECTION 7. SECRETARY. The Secretary shall:

     a Record all the proceedings of the meetings of the Members, the Board of Managers, 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 this Operating Agreement and as required by statutes;

     c Whenever any committee shall be appointed in pursuance of a resolution of the Board of Managers furnish the Chairman of such committee with a copy of such resolution;

     d. Be custodian of the records and of the seal of the Company, and cause such seal to be affixed to all instruments the execution of which on behalf of the Company 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 ownership records of the Company and exhibit such records at all reasonable times to such persons as are entitled by statute to have access thereto;

     g. In general, perform all duties incident to the office of the Secretary and such other duties as are given to him by this Operating Agreement or as from time to time may be assigned to him by the Board of Managers the Chairman of the Board or the President.

     SECTION 8. ASSISTANT SECRETARIES. 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 Managers or the Chairman of the Board 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. The Assistant Secretaries shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Secretary.

     SECTION 9. TREASURER. If required by the Board of Managers 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 Managers shall determine. He shall: (a) have charge and custody of and be responsible for all funds and securities of the Company; receive and give receipts for moneys due and payable to the Company from any source whatsoever, and deposit all such moneys in the name of the Company in such banks, trust companies, or other depositaries as shall be selected in accordance with the provisions of Article V of this Operating Agreement; (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 Managers, the Chairman of the Board or the President.

     SECTION 10. ASSISTANT TREASURERS. 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 Managers or the Chairman of the Board 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. The Assistant Treasurers shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Treasurer.

ARTICLE V

CONTRACTS, LOANS, CHECKS, AND DEPOSITS

     SECTION 1. CONTRACTS. The Board of Managers 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 Company and such authority may be general or confined to specific instances.

     SECTION 2. LOANS. No loans shall be contracted on behalf of the Company and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Managers. 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 Company shall be signed by such officer or officers, agent or agents, of the Company and in such manner as shall from time to time be determined by resolution of the Board of Managers.

     SECTION 4. DEPOSITS. All funds of the Company not otherwise employed shall be deposited from time to time to the credit of the Company in such banks, trust companies, or other depositaries as the Board of Managers may select.

ARTICLE VI

TRANSFER OF PERCENTAGE OWNERSHIP

     Transfers of Percentage Ownership of the Company shall be made only on the books of the Company. The person in whose name Percentage Ownership stand on the books of the Company shall be deemed the owner thereof for all purposes as regards the Company.

ARTICLE VII

FISCAL YEAR

     The fiscal year of the Company 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 Managers.

ARTICLE VIII

DISTRIBUTIONS

     Prior to the dissolution of the Company, no Member shall have the right to receive any distributions of or return of its capital contribution. All distributions and all allocations of income, gains, losses and credits shall be made in accordance with the Percentage Ownership of the Member. The Board of Managers may from time to time declare, and the Company may pay dividends on its Percentage Ownership in the manner and upon the terms and conditions provided by law and its Articles of Organization. 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 contributions to the Company.

ARTICLE IX

SEAL

     The Board of Managers may provide a company seal in such form as the Board of Managers may prescribe.

ARTICLE X

WAIVER OF NOTICE

     Whenever any notice whatsoever is required to be given under the provisions of this Operating Agreement, or under the provisions of the Certificate of Formation, or under the provisions of the laws of the state of formation, 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.

ARTICLE XI

INDEMNIFICATION OF OFFICERS AND MANAGERS

     The Company shall indemnify its officers and managers against all reasonable expenses 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 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 shall extend 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 shall also extend 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 shall not be 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 or managers.

ARTICLE XII

AMENDMENTS

     The Members may alter, amend or rescind this Operating Agreement by unanimous written consent of all of the Members or at any annual or special meeting of Members at which a quorum is present, by the vote of a majority of the Percentage Ownership represented at such meeting, provided that the notice of such meeting shall have included notice of such proposed amendment. The Board of Managers shall have the power and authority to alter amend or rescind the Operating Agreement of the Company at any regular or special meeting at which a quorum is present by the vote of a majority of the entire Board of Managers, subject always to the power of the Members to change such action of the managers.

     Executed this 5^th day of May, 2005, but effective as of March 16, 2005.

River Park Hospital Inc., sole member
By:	/s/ Dora A. Blackwood
	Dora A. Blackwood
	Vice President and Assistant Secretary

EX-3.75

EXHIBIT 3.75

Delaware

The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF FORMATION OF “RIVER PARK PHYSICIAN GROUP, LLC”, FILED IN THIS OFFICE ON THE TWENTY—FIRST DAY OF APRIL, A.D. 2008, AT 6:19 O’CLOCK P.M.

/s/ Harriett Smith Windsor  

Harriet Smith Windsor, Secretary of State 

4536868   8100	AUTHENTICATION: 6539356
080455035	Date: 04-22-08

CERTIFICATE OF FORMATION
OF
RIVER PARK PHYSICIAN GROUP, LLC

     Pursuant to Section 18-201 of the Delaware Limited Liability Company Act (the “Act”), the undersigned, desiring to form a limited liability company, does hereby certify as follows:

     1. The name of the limited liability company is RIVER PARK PHYSICIAN GROUP, LLC (the “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, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

     3. The LLC shall have the power and authority to carry on any business permitted by, and to have and exercise all of the powers and rights conferred by, the Act as amended from time to time or any successor provisions thereto.

     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 21st day of April, 2008.

/s/ Howard T. Wall III  

Howard T. Wall III, Authorized Person 

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

DELIVERED 06:37 PM 04/21/2008

FILED 06:19 PM 04/21/2008

SRV 080455035 — 0536868 FILE

EX-3.76

EXHIBIT 3.76

LIMITED LIABILITY COMPANY AGREEMENT
OF
RIVER PARK PHYSICIAN GROUP, LLC

     The undersigned hereby executes this Limited Liability Company Agreement (“LLC Agreement”) as the sole member (“Member”) of River Park Physician Group, LLC (the “Company”), a Delaware limited liability company formed on April 21, 2008, pursuant to the provisions of the Delaware Limited Liability Company Act (“Act”).

     The Company may engage in any lawful business permitted by the Act, including without limitation, acquiring, constructing, developing, owning, operating, selling, leasing, financing, and otherwise dealing with real property and healthcare businesses. The term of the Company shall be perpetual.

ARTICLE I

OFFICES

     The principal office of the Company shall be designated from time to time by the Board of Managers. The Company may have offices in addition to its principal place of business as the business of the Company may require from time to time.

     The registered office of the Company 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 Managers.

ARTICLE II

MEMBERS

     SECTION 1. MEETINGS. The annual meeting of Members shall be designated by the Board of Managers, for the purpose of electing managers and for the transaction of such other business as may come before the meeting. If the election of managers 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 Members to be held as soon thereafter as may be convenient. Special meetings of the Members may be called by the Chairman of the Board, the President, by a majority of the members of the Board of Managers or by the holders of not less than one-fifth of the percentage ownership of the Company.

     SECTION 2. PLACE OF MEETING. The annual meeting, or any special meeting of the Members, shall be held in Nashville, Tennessee, unless otherwise designated by them. A waiver of notice, signed by all Members, may designate any place, either within or without the State, as the place for the holding of such meeting. If a special meeting be otherwise called, the place of meeting shall be the office of the Company in the State of Tennessee, except as otherwise provided in Section 5 of this Article.

     SECTION 3. NOTICE OF MEETINGS. When written or printed notice is required to be given to the Members, such notice shall be given 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 one hour nor more than forty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, the President, the Secretary, or the officer or persons calling the meeting, to each Member 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 in a sealed envelope addressed to the Member at his address as it appears on the records of the Company, with postage thereon prepaid. Notice of a meeting, either annual or special, called for the purpose of electing managers shall be delivered not less than two hours before the meeting.

     SECTION 4. MEETING OF ALL MEMBERS. If all of the Members shall meet at any time and place, either within or without the State, 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 percentage ownership of the Company, represented in person or by proxy, shall constitute a quorum at any meeting of Members; provided, that if less than a majority of the percentage ownership are represented at said meeting, a majority of the percentage ownership so represented may adjourn the meeting from time to time without further notice.

     SECTION 6. PROXIES. At all meetings of Members, a Member may vote by proxy executed in writing by the Member or by its duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Company 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 PERCENTAGE OWNERSHIP. Each percentage of the percentage ownership shall be entitled to one vote upon each matter submitted to a vote at a meeting of Members. Percentage ownership standing in the name of another company, domestic or foreign, may be voted by such officer, agent or proxy as the governing documents of such company may prescribe, or, in the absence of such provision, as such company’s management may determine. In all elections of managers, every Member shall have the right to vote, in person or by proxy, one vote for each percentage of the percentage ownership owned by it, for as many persons as there are managers to be elected. All voting shall be on a non-cumulative basis, unless otherwise stated in the Articles of Organization or except as required by applicable state law.

     SECTION 8. INFORMAL ACTION BY MEMBERS. Any action required to be taken at a meeting of the Members 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 Members 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 Members entitled to vote thereon were present and voted with respect to the subject matter thereof.

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ARTICLE III

MANAGERS

     SECTION 1. GENERAL POWERS. The business and affairs of the Company shall be managed by its Board of Managers.

     SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of managers of the Company shall be not less than one (1) nor more than ten (10), but may be increased by amendment of this LLC Agreement by the Members. Each manager 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. Managers need not be residents of the state of formation nor need they be the holder of any percentage ownership of the Company.

     SECTION 2.1 COMMITTEES OF THE BOARD. The Board of Managers may from time to time appoint such standing or special committees as it may deem for the best interest of the Company, but no such committee shall have any powers, except such as are expressly conferred upon it by the Board of Managers.

     SECTION 3. MEETINGS. A regular meeting of the Board of Managers shall be held without other notice than this LLC Agreement, immediately after, and at the same place, as the annual meeting of Members. Additional regular meetings of the Board of Managers may be held at any time and place designated by them. Special Meetings of the Board of Managers may be called by or at the request of the Chairman of the Board or a majority of the managers. Special meetings shall be held, unless otherwise designated by the Board of Manager in Nashville, Tennessee. Meetings may be held by the managers participating in same by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation constitutes presence in person for all those participating. Whenever the Act authorizes or permits managers 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 managers at a meeting.

     SECTION 4. NOTICE. Notice of any special meeting shall be given at least two (2) hours prior thereto by written notice delivered personally or mailed to each manager at his business address, or by facsimile. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by facsimile, such notice shall be deemed to be delivered when the facsimile is transmitted. Any manager may waive notice of any meeting. The attendance of a manager at any meeting shall constitute a waiver of notice of such meeting, except where a manager 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 Managers need be specified in the notice or waiver of notice of such meeting.

     SECTION 5. QUORUM. A majority of the Board of Managers shall constitute a quorum for the transaction of business at any meeting of the Board of Managers, provided, that if

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less than a majority of the managers are present at said meeting, a majority of the managers present may adjourn the meeting from time to time without further notice.

     SECTION 6. MANNER OF ACTING. The act of the majority of the managers present at a meeting at which a quorum is present shall be the act of the Board of Managers. Any action required to be taken at a meeting of the Managers 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 Managers 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 Managers entitled to vote thereon were present and voted with respect to the subject matter thereof.

     SECTION 7. VACANCIES. Any vacancy occurring in the Board of Managers or in a position on the Board to be filled by reason of an increase in the number of managers, may be filled by election at an annual meeting or at a special meeting of Members called for that purpose. A manager elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

     SECTION 8. RESIGNATION OF MANAGERS. Any manager may resign at any time by giving written notice of such resignation to the Board of Managers, the Chairman of the Board 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 Managers or one of the above named officers; and, unless specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     SECTION 9. REMOVAL OF MANAGERS. At any special meeting of the Members, duly called as provided in this LLC Agreement, any manager or managers may, by the affirmative vote of the holders of a majority of all the percentage ownership entitled to vote for the election of managers, 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 10. COMPENSATION. Managers, as such, shall not receive any stated salaries for their services, but by resolution of the Board of Managers, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Managers; provided that nothing herein contained shall be construed to preclude any manager from serving the Company in any other capacity and receiving compensation therefor.

     SECTION 11. DELEGATION OF DUTIES TO CLINICAL BOARDS. The Board of Managers of the Company (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 Company 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 Managers 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.

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     The Board of Managers has delegated to the Chief Executive Officer of the Company, in accordance with this Operating Agreement, the authority to appoint the Clinical Board. The Board of Managers has delegated to its officers, in accordance with this Operating Agreement, 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 Managers, while maintaining continuing communication with the Clinical Board and Medical Staff.

     The Board of Managers has appointed the Clinical Board to assist and advise the CEO and/or Administrator, the Board of Managers, 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 Managers 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 policies regarding such matters.

     The Board of Managers, 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 Managers 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 Managers, to overrule decisions made by the Clinical Board.

ARTICLE IV

OFFICERS

     SECTION 1. CLASSES. The officers of the Company shall be a President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the Board of Managers, 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 the Board of Managers.

     SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Company shall be elected annually by the Board of Managers at the first meeting of the Board of Managers held after the annual meeting of Members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Vacancies may be filled or new offices created and filled at any meeting of the Board of Managers. 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.

     SECTION 3. REMOVAL. Any officer or agent elected or appointed by the Board of Managers may be removed by the Board of Managers whenever in its judgment the best interest

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of the Company would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

     SECTION 4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Managers for the unexpired portion of the term.

     SECTION 5. PRESIDENT. The President shall have general charge of the business affairs and property of the Company and general supervision over its officers and agents, If present, he shall preside at all meetings of Members and he shall see that all orders and resolutions of the Board of Managers are carried into effect. He may sign and execute in the name of the Company deeds, mortgages, bonds, contracts, agreements or other instruments duly authorized by the Board of Managers except in cases where the signing and execution thereof shall be expressly delegated by the Board of Managers to some other officer or agent. From time to time, he shall report to the Board of Managers all matters within his knowledge which the interests of the Company may require to be brought to their attention. He shall also perform such other duties as are given to him by this LLC Agreement or as from time to time may be assigned to him by the Board of Managers.

     SECTION 6. VICE PRESIDENTS. The Vice Presidents shall perform such duties as are given to them by this LLC Agreement or as from time to time may be assigned to them by the Board of Managers, the Chairman of the Board, or the President, and, in the order of their seniority, or in any other order as the Board of Managers 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 Company, deeds, mortgages, bonds and other instruments.

     SECTION 7. SECRETARY. The Secretary shall:

     (a) Record all the proceedings of the meetings of the Members, the Board of Managers, 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 this LLC Agreement and as required by statutes;

     (c) Whenever any committee shall be appointed in pursuance of a resolution of the Board of Managers, furnish the Chairman of such committee with a copy of such resolution;

     (d) Be custodian of the records and of the seal of the Company, and cause such seal to be affixed to all instruments the execution of which on behalf of the Company 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;

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     (f) Have charge of the ownership records of the Company and exhibit such records at all reasonable times to such persons as are entitled by statute to have access thereto;

     (g) In general, perform all duties incident to the office of the Secretary and such other duties as are given to him by this LLC Agreement or as from time to time may he assigned to him by the Board of Managers, the Chairman of the Board or the President.

     SECTION 8. ASSISTANT SECRETARIES. 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 Managers or the Chairman of the Board 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. The Assistant Secretaries shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Secretary.

     SECTION 9. TREASURER. If required by the Board of Managers, 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 Managers shall determine. He shall: (a) have charge and custody of and be responsible for all funds and securities of the Company; receive and give receipts for moneys due and payable to the Company from any source whatsoever, and deposit all such moneys in the name of the Company in such banks, trust companies, or other depositaries as shall be selected in accordance with the provisions of Article V of this LLC Agreement; (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 Managers, the Chairman of the Board or the President.

     SECTION 10. ASSISTANT TREASURERS. 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 Managers or the Chairman of the Board 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. The Assistant Treasurers shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Treasurer.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

     SECTION 1. CONTRACTS. The Board of Managers 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 Company and such authority may be general or confined to specific instances.

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     SECTION 2. LOANS. No loans shall be contracted on behalf of the Company and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Managers. 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 Company shall be signed by such officer or officers, agent or agents, of the Company and in such manner as shall from time to time be determined by resolution of the Board of Managers.

     SECTION 4. DEPOSITS. All funds of the Company not otherwise employed shall be deposited from time to time to the credit of the Company in such banks, trust companies, or other depositaries as the Board of Managers may select.

ARTICLE VI

TRANSFER OF PERCENTAGE OWNERSHIP

     Transfers of percentage ownership of the Company shall be made only on the books of the Company. The person in whose name percentage ownership stands on the books of the Company shall be deemed the owner thereof for all purposes as regards the Company.

ARTICLE VII

FISCAL YEAR

     The fiscal year of the Company 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 Managers.

ARTICLE VIII

DISTRIBUTIONS

     Prior to the dissolution of the Company, no Member shall have the right to receive any distributions of or return of its capital contribution. All distributions and all allocations of income, gains, losses and credits shall be made in accordance with the percentage ownership of the Members. The Board of Managers may from time to time declare, and the Company may pay, dividends on its percentage ownership in the manner and upon the terms and conditions provided by law and its Articles of Organization. The Members shall not be required to make any additional contributions of capital to the Company, although the Members may from time to time agree to make additional contributions to the Company.

ARTICLE IX

SEAL

     The Board of Managers may provide a company seal in such form as the Board of Managers may prescribe.

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ARTICLE X

WAIVER OF NOTICE

     Whenever any notice whatsoever is required to be given under the provisions of this LLC Agreement, or under the provisions of the Certificate of Formation, or under the provisions of the Act, 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.

ARTICLE XI

INDEMNIFICATION OF OFFICERS AND MANAGERS

     The Company shall indemnify its officers and managers against all reasonable expenses 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 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 shall extend 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 shall also extend 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 shall not be 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 or managers.

ARTICLE XII

AMENDMENTS

     The Members may alter, amend or rescind this LLC Agreement at any annual or special meeting of Members at which a quorum is present, by the vote of a majority of the percentage ownership represented at such meeting, provided that the notice of such meeting shall have included notice of such proposed amendment. The Board of Managers shall have the power and authority to alter, amend or rescind the LLC Agreement of the Company at any regular or special meeting at which a quorum is present by the vote of a majority of the entire Board of Managers, subject always to the power of the Members to change such action of the managers.

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     Executed and effective this 21^st day of April, 2008.

RIVER PARK HOSPITAL, INC.,
Sole Member
By:	/s/ Howard T. Wall, III
Name:	Howard T. Wall, III
Title:	Vice President and Secretary

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EX-3.77

EXHIBIT 3.77

Delaware

The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “RUSSELLVILLE HOLDINGS, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE THIRD DAY OF FEBRUARY, A.D. 1999, AT 9 O’CLOCK A.M.

     RESTATED CERTIFICATE, CHANGING ITS NAME FROM “OAK CLINIC, LLC” TO “TRI-SHELL 32 LLC”, FILED THE SECOND DAY OF OCTOBER, A.D. 2002, AT 9 O’CLOCK A.M.

     RESTATED CERTIFICATE, CHANGING ITS NAME FROM “TRI-SHELL 32, LLC” TO “RUSSELLVILLE HOLDINGS, LLC”, FILED THE SEVENTEENTH DAY OF OCTOBER, A.D. 2003, AT 12:22 O’CLOCK P.M.

     CERTIFICATE OF AMENDMENT, FILED THE THIRD DAY OF MARCH, A.D. 2008, AT 2:45 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, “RUSSELLVILLE HOLDINGS, LLC”.

/s/ Jeffrey W. Bullock  

Jeffrey W. Bullock, Secretary of State 

3000959 8100H	AUTHENTICATION: 8804283
110680913	Date: 06-02-11

CERTIFICATE OF FORMATION
OF
OAK CLINIC, LLC

     Under Section 18-201 of the Delaware Limited Liability Company Act

     FIRST: The name of the limited liability company is Oak Clinic, 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 February 3, 1999.

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 02/03/1999
991044578-3000959 FILE

AMENDED AND RESTATED
CERTIFICATE OF FORMATION OF
OAK CLINIC, LLC

Under Section 18-208 of the
Delaware Limited Liability Company Act

     THIS Amended and Restated Certificate of Formation of Oak Clinic, LLC (the “Company”) has been duly executed and is being filed by the undersigned, as an authorized person, in accordance with the provisions of Section 18-208 of the Delaware Limited Liability Company Act, to amend and restate the Certificate of Formation (the “Certificate of Formation”) of the Company, which was originally filed on February 3, 1999 with the Secretary of State of the State of Delaware.

     The Certificate of Formation is hereby amended and restated in its entirety to read as follows:

     FIRST: The name of the Company is Tri-Shell 32 LLC.

     SECOND: The address of the registered office of the Company in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle.

     THIRD: The name and address of the registered agent for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle.

     IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Certificate of Formation as of October 2, 2002.

By:	/s/ Hallie K. Ziesmer
	Name:	Hallie K. Ziesmer
	Title:	Authorized Person

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 10/02/2002
020612187 — 3000959

SECOND AMENDED AND RESTATED
CERTIFICATE OF FORMATION
OF
TRI-SHELL 32 LLC

Under Section 18-208 of the
Delaware Limited Liability Company Act

     This Second Amended and Restated Certificate of Formation of Tri-Shell 32 LLC (the ''Company”) has been duly executed and is being filed by the undersigned, as an authorized person, in accordance with the provisions of Section 18-208 of the Delaware Limited Liability Company Act, to again amend and restate the Amended and Restated Certificate of Formation (the “Certificate of Formation”) of the Company, which was originally filed on February 3, 1999 with the Secretary of State of Delaware.

     1. The original name of the Company was Oak Clinic, LLC and its Original Certificate of Formation was filed February 3, 1999.

     2. The name of the Company was subsequently changed to Tri-Shell 32 LLC pursuant to the Amended and Restated Certificate of Formation filed October 2, 2002.

     3. The Certificate of Formation is hereby again amended and restated in its entirety to read as follows:

     “FIRST: The name of the Company is Russellville Holdings, LLC.

     SECOND: The address of the registered office of the Company in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle.

     THIRD: The name and address of the registered agent for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle.”

     IN WITNESS WHEREOF, the undersigned has executed this Second Amended and Restated Certificate of Formation as of October 20, 2003.

/s/ Donald P. Fay  

Donald P. Fay Authorized Person 

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
DELIVERED 12:22 PM 10/17/2003
FILED 12:22 PM 10/17/2003
SRV 030669407 — 3000959 FILE

10-17-03 08:5g From. T-580 P.04/13 F-839

CERTIFICATE OF AMENDMENT
TO
SECOND AMENDED AND RESTATED
CERTIFICATE OF FORMATION
OF
RUSSELLVILLE HOLDINGS, LLC

     The undersigned authorized person, desiring to amend the Second Amended and Restated Certificate of Formation of Russellville Holdings, LLC (the “LLC”) pursuant to Section 18-202 of the Delaware Limited Liability Company Act does hereby certify as follows:

     1. The original name of the limited liability company was Oak Clinic, LLC, and its Certificate of Formation was filed on February 3, 1999, with the Delaware Secretary of State.

     2. The name of the LLC was subsequently changed to Tri-Shell 32, LLC pursuant to the Amended and Restated Certificate of Formation filed with the Delaware Secretary of State on October 2, 2002.

     3. The name of the LLC further changed from Tri-Shell 32, LLC to Russellville Holdings, LLC pursuant to the Second Amended and Restated Certificate of Formation, filed October 17, 2003, with the Delaware Secretary of State.

     4. The Second Amended and Restated Certificate of Formation of the LLC is hereby further amended as follows:

     SECOND: The address of the registered office of the Company in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

     THIRD: The name and address of the registered agent for service of process on the LLC in the state of Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

     5. This Certificate of Amendment shall be effective upon its filing with the Delaware Secretary of State.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment this 29^th day of February, 2008.

By:	/s/ Denise W. Warren
	Name:	Denise W. Warren, Authorized Person

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
DELIVERED 4:13 PM 03/03/2008
FILED 02:45 PM 03/03/2008
SRV 080275429 — 3000959 FILE

EX-3.78

EXHIBIT 3.78

SECOND AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
RUSSELLVILLE HOLDINGS, LLC

     The undersigned hereby executes this Second Amended and Restated Limited Liability Company Agreement (the “Agreement”) as the sole member (“Member”) of Russellville Holdings, LLC (the “Company”), an Delaware limited liability company formed on November 7, 2005, pursuant to the provisions of the Delaware Limited Liability Company Act (“Act”).

     The Company may engage in any lawful business permitted by the Act, including without limitation, acquiring, constructing, developing, owning, operating, selling, leasing, financing, and otherwise dealing with real property and healthcare businesses. The term of the Company shall be perpetual.

ARTICLE I

OFFICES

     The principal office of the Company shall be designated from time to time by the Board of Managers. The Company may have offices in addition to its principal place of business as the business of the Company may require from time to time.

     The registered office of the Company 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 Managers.

ARTICLE II

MEMBERS

     SECTION 1. MEETINGS. The annual meeting of Members shall be designated by the Board of Managers, for the purpose of electing managers and for the transaction of such other business as may come before the meeting. If the election of managers 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 Members to be held as soon thereafter as may be convenient. Special meetings of the Members may be called by the Chairman of the Board, the President, by a majority of the members of the Board of Managers or by the holders of not less than one-fifth of the percentage ownership of the Company.

     SECTION 2. PLACE OF MEETING. The annual meeting, or any special meeting of the Members, shall be held in Nashville, Tennessee, unless otherwise designated by them. A waiver of notice, signed by all Members, may designate any place, either within or without the State, as the place for the holding of such meeting. If a special meeting be otherwise called, the place of meeting shall be the office of the Company in the State of Tennessee, except as otherwise provided in Section 5 of this Article.

     SECTION 3. NOTICE OF MEETINGS. When written or printed notice is required to be given to the Members, such notice shall be given 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 one hour nor more than forty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, the President, the Secretary, or the officer or persons calling the meeting, to each Member 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 in a sealed envelope addressed to the Member at his address as it appears on the records of the Company, with postage thereon prepaid. Notice of a meeting, either annual or special, called for the purpose of electing managers shall be delivered not less than two hours before the meeting.

     SECTION 4. MEETING OF ALL MEMBERS. If all of the Members shall meet at any time and place, either within or without the State, 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 percentage ownership of the Company, represented in person or by proxy, shall constitute a quorum at any meeting of Members; provided, that if less than a majority of the percentage ownership are represented at said meeting, a majority of the percentage ownership so represented may adjourn the meeting from time to time without further notice.

     SECTION 6. PROXIES. At all meetings of Members, a Member may vote by proxy executed in writing by the Member or by its duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Company 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 PERCENTAGE OWNERSHIP. Each percentage of the percentage ownership shall be entitled to one vote upon each matter submitted to a vote at a meeting of Members. Percentage ownership standing in the name of another company, domestic or foreign, may be voted by such officer, agent or proxy as the governing documents of such company may prescribe, or, in the absence of such provision, as such company’s management may determine. In all elections of managers, every Member shall have the right to vote, in person or by proxy, one vote for each percentage of the percentage ownership owned by it, for as many persons as there are managers to be elected. All voting shall be on a non-cumulative basis, unless otherwise stated in the Articles of Organization or except as required by applicable state law.

     SECTION 8. INFORMAL ACTION BY MEMBERS. Any action required to be taken at a meeting of the Members 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 Members 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 Members entitled to vote thereon were present and voted with respect to the subject matter thereof.

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ARTICLE III

MANAGERS

     SECTION 1. GENERAL POWERS. The business and affairs of the Company shall be managed by its Board of Managers.

     SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of managers of the Company shall be not less than one (1) nor more than ten (10), but may be increased by amendment of this Agreement by the Members. Each manager 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. Managers need not be residents of the state of formation nor need they be the holder of any percentage ownership of the Company.

     SECTION 2.1 COMMITTEES OF THE BOARD. The Board of Managers may from time to time appoint such standing or special committees as it may deem for the best interest of the Company, but no such committee shall have any powers, except such as are expressly conferred upon it by the Board of Managers.

     SECTION 3. MEETINGS. A regular meeting of the Board of Managers shall be held without other notice than this Agreement, immediately after, and at the same place, as the annual meeting of Members. Additional regular meetings of the Board of Managers may be held at any time and place designated by them. Special Meetings of the Board of Managers may be called by or at the request of the Chairman of the Board or a majority of the managers. Special meetings shall be held, unless otherwise designated by the Board of Managers, in Nashville, Tennessee. Meetings may be held by the managers participating in same by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation constitutes presence in person for all those participating. Whenever the Act authorizes or permits managers 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 managers at a meeting.

     SECTION 4. NOTICE. Notice of any special meeting shall be given at least two (2) hours prior thereto by written notice delivered personally or mailed to each manager at his business address, or by facsimile. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by facsimile, such notice shall be deemed to be delivered when the facsimile is transmitted. Any manager may waive notice of any meeting. The attendance of a manager at any meeting shall constitute a waiver of notice of such meeting, except where a manager 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 Managers need be specified in the notice or waiver of notice of such meeting.

     SECTION 5. QUORUM. A majority of the Board of Managers shall constitute a quorum for the transaction of business at any meeting of the Board of Managers, provided, that if

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less than a majority of the managers are present at said meeting, a majority of the managers present may adjourn the meeting from time to time without further notice.

     SECTION 6. MANNER OF ACTING. The act of the majority of the managers present at a meeting at which a quorum is present shall be the act of the Board of Managers. Any action required to be taken at a meeting of the Managers 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 Managers 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 Managers entitled to vote thereon were present and voted with respect to the subject matter thereof.

     SECTION 7. VACANCIES. Any vacancy occurring in the Board of Managers or in a position on the Board to be filled by reason of an increase in the number of managers, may be filled by election at an annual meeting or at a special meeting of Members called for that purpose. A manager elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

     SECTION 8. RESIGNATION OF MANAGERS. Any manager may resign at any time by giving written notice of such resignation to the Board of Managers, the Chairman of the Board 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 Managers or one of the above named officers; and, unless specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     SECTION 9. REMOVAL OF MANAGERS. At any special meeting of the Members, duly called as provided in this Agreement, any manager or managers may, by the affirmative vote of the holders of a majority of all the percentage ownership entitled to vote for the election of managers, 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 10. COMPENSATION. Managers, as such, shall not receive any stated salaries for their services, but by resolution of the Board of Managers, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Managers; provided that nothing herein contained shall be construed to preclude any manager from serving the Company in any other capacity and receiving compensation therefor.

     SECTION 11. DELEGATION OF DUTIES TO CLINICAL BOARDS. The Board of Managers of the Company (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 Company 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 Managers 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.

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     The Board of Managers has delegated to the Chief Executive Officer of the Company, in accordance with this Agreement, the authority to appoint the Clinical Board. The Board of Managers has delegated to its officers, in accordance with this Agreement, 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 Managers, while maintaining continuing communication with the Clinical Board and Medical Staff.

     The Board of Managers has appointed the Clinical Board to assist and advise the CEO and/or Administrator, the Board of Managers, 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 Managers 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 policies regarding such matters.

     The Board of Managers, 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 Managers 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 Managers, to overrule decisions made by the Clinical Board.

ARTICLE IV

OFFICERS

     SECTION 1. CLASSES. The officers of the Company shall be a President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the Board of Managers, 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 the Board of Managers.

     SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Company shall be elected annually by the Board of Managers at the first meeting of the Board of Managers held after the annual meeting of Members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Vacancies may be filled or new offices created and filled at any meeting of the Board of Managers. 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.

     SECTION 3. REMOVAL. Any officer or agent elected or appointed by the Board of Managers may be removed by the Board of Managers whenever in its judgment the best interest

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of the Company would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

     SECTION 4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Managers for the unexpired portion of the term.

     SECTION 5. PRESIDENT. The President shall have general charge of the business affairs and property of the Company and general supervision over its officers and agents, If present, he shall preside at all meetings of Members and he shall see that all orders and resolutions of the Board of Managers are carried into effect. He may sign and execute in the name of the Company deeds, mortgages, bonds, contracts, agreements or other instruments duly authorized by the Board of Managers except in cases where the signing and execution thereof shall be expressly delegated by the Board of Managers to some other officer or agent. From time to time, he shall report to the Board of Managers all matters within his knowledge which the interests of the Company may require to be brought to their attention. He shall also perform such other duties as are given to him by this Agreement or as from time to time may be assigned to him by the Board of Managers.

     SECTION 6. VICE PRESIDENTS. The Vice Presidents shall perform such duties as are given to them by this Agreement or as from time to time may be assigned to them by the Board of Managers, the Chairman of the Board, or the President, and, in the order of their seniority, or in any other order as the Board of Managers 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 Company, deeds, mortgages, bonds and other instruments.

     SECTION 7. SECRETARY. The Secretary shall:

     (a) Record all the proceedings of the meetings of the Members, the Board of Managers, 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 this Agreement and as required by statutes;

     (c) Whenever any committee shall be appointed in pursuance of a resolution of the Board of Managers, furnish the Chairman of such committee with a copy of such resolution;

     (d) Be custodian of the records and of the seal of the Company, and cause such seal to be affixed to all instruments the execution of which on behalf of the Company 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;

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     (f) Have charge of the ownership records of the Company and exhibit such records at all reasonable times to such persons as are entitled by statute to have access thereto;

     (g) In general, perform all duties incident to the office of the Secretary and such other duties as are given to him by this Agreement or as from time to time may he assigned to him by the Board of Managers, the Chairman of the Board or the President.

     SECTION 8. ASSISTANT SECRETARIES. 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 Managers or the Chairman of the Board 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. The Assistant Secretaries shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Secretary.

     SECTION 9. TREASURER. If required by the Board of Managers, 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 Managers shall determine. He shall: (a) have charge and custody of and be responsible for all funds and securities of the Company; receive and give receipts for moneys due and payable to the Company from any source whatsoever, and deposit all such moneys in the name of the Company in such banks, trust companies, or other depositaries as shall be selected in accordance with the provisions of Article V of this Agreement; (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 Managers, the Chairman of the Board or the President.

     SECTION 10. ASSISTANT TREASURERS. 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 Managers or the Chairman of the Board 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. The Assistant Treasurers shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Treasurer.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

     SECTION 1. CONTRACTS. The Board of Managers 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 Company and such authority may be general or confined to specific instances.

     SECTION 2. LOANS. No loans shall be contracted on behalf of the Company and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Managers. Such authority may be general or confined to specific instances.

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     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 Company shall be signed by such officer or officers, agent or agents, of the Company and in such manner as shall from time to time be determined by resolution of the Board of Managers.

     SECTION 4. DEPOSITS. All funds of the Company not otherwise employed shall be deposited from time to time to the credit of the Company in such banks, trust companies, or other depositaries as the Board of Managers may select.

ARTICLE VI

TRANSFER OF PERCENTAGE OWNERSHIP

     Transfers of percentage ownership of the Company shall be made only on the books of the Company. The person in whose name percentage ownership stands on the books of the Company shall be deemed the owner thereof for all purposes as regards the Company.

ARTICLE VII

FISCAL YEAR

     The fiscal year of the Company 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 Managers.

ARTICLE VIII

DISTRIBUTIONS

     Prior to the dissolution of the Company, no Member shall have the right to receive any distributions of or return of its capital contribution. All distributions and all allocations of income, gains, losses and credits shall be made in accordance with the percentage ownership of the Members. The Board of Managers may from time to time declare, and the Company may pay, dividends on its percentage ownership in the manner and upon the terms and conditions provided by law and its Articles of Organization. The Members shall not be required to make any additional contributions of capital to the Company, although the Members may from time to time agree to make additional contributions to the Company.

ARTICLE IX

SEAL

     The Board of Managers may provide a company seal in such form as the Board of Managers may prescribe.

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ARTICLE X

WAIVER OF NOTICE

     Whenever any notice whatsoever is required to be given under the provisions of this Agreement, or under the provisions of the Certificate of Formation, or under the provisions of the Act, 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.

ARTICLE XI

INDEMNIFICATION OF OFFICERS AND MANAGERS

     The Company shall indemnify its officers and managers against all reasonable expenses 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 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 shall extend 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 shall also extend 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 shall not be 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 or managers.

ARTICLE XII

AMENDMENTS

     The Members may alter, amend or rescind this Agreement at any annual or special meeting of Members at which a quorum is present, by the vote of a majority of the percentage ownership represented at such meeting, provided that the notice of such meeting shall have included notice of such proposed amendment. The Board of Managers shall have the power and authority to alter, amend or rescind the Agreement of the Company at any regular or special meeting at which a quorum is present by the vote of a majority of the entire Board of Managers, subject always to the power of the Members to change such action of the managers.

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     Executed this 1st day of March, 2008.

CAPELLA HEALTHCARE, INC., Sole Member
By:	/s/ D. Andrew Slusser
Name:	D. Andrew Slusser
Title:	Vice President

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EX-3.79

EXHIBIT 3.79

Secretary of State	DATE: 03/10/05
Division of Business Services	REQUEST NUMBER: 5385-0176
312 Eighth Avenue North	TELEPHONE CONTRACT: (615) 741-2286
6th Floor, William R. Snodgrass Tower	FILE DATE/TIME: 03/10/05 1107
Nashville, TN 37243	EFFECTIVE DATE/TIME: 03/10/05 1107
	CONTROL NUMBER: 0489224

TO: CFS
8161 HWY 100, 172
NASHVILLE, TN 37221

RE: SEQUATCHIE VALLEY UROLOGY, LLC
ARTICLES OF ORGANIZATION —
LIMITED LIABILITY COMPANY

CONGRATULATIONS UPON THE FORMATION OF THE LIMITED LIABILITY COMPANY IN THE STATE OF TENNESSEE WHICH IS EFFECTIVE AS INDICATED ABOVE.

A LIMITED LIABILITY COMPANY ANNUAL REPORT MUST BE FILED WITH THE SECRETARY OF STATE ON OR BEFORE THE FIRST DAY OF THE FOURTH MONTH FOLLOWING THE CLOSE OF THE LIMITED LIABILITY COMPANY’S FISCAL YEAR. ONCE THE FISCAL YEAR HAS BEEN ESTABLISHED, PLEASE PROVIDE THIS OFFICE WITH WRITTEN NOTIFICATION. THIS OFFICE WILL MAIL THE REPORT DURING THE LAST MONTH OF SAID FISCAL YEAR TO THE LIMITED LIABILITY COMPANY AT THE ADDRESS OF ITS PRINCIPAL OFFICE OR TO A MAILING ADDRESS PROVIDED TO THIS OFFICE IN WRITING. FAILURE TO FILE THIS REPORT OR TO MAINTAIN A REGISTERED AGENT AND OFFICE WILL SUBJECT THE LIMITED LIABILITY TO ADMINISTRATIVE DISSOLUTION.

WHEN CORRESPONDING WITH THIS OFFICE OR SUBMITTING DOCUMENTS ABOVE, PLEASE REFER TO THE LIMITED LIABILITY COMPANY CONTROL NUMBER GIVEN ABOVE. PLEASE BE ADVISED THAT THIS DOCUMENT MUST ALSO BE FILED IN THE OFFICE OF THE REGISTER OF DEEDS IN THE COUNTY WHEREIN A LIMITED LIABILITY COMPANY HAS ITS PRINCIPAL OFFICE IF SUCH PRINCIPAL OFFICE IS IN TENNESSEE.

FOR:	ARTICLES OF ORGANIZATION —	ON DATE: 03/10/05
	LIMITED LIABILITY COMPANY

FROM:
CFS
8161 Highway 100
#172
Nashville, TN 37221-0000

FEES

RECEIVED:	$	300.00	$	0.00
TOTAL PAYMENT RECEIVED:			$	300.00
RECEIPT NUMBER:				00003675111
ACCOUNT NUMBER:				00101230

/s/ Riley C. Darnell Riley C. Darnell, Secretary of State

Davidson County CHARTER
Received: 03/02/05 14:49
Fees: 7.00 Taxes: 0.00
20050302-0023102

STATE OF TENNESSEE
[SEAL]
Department of State
Corporate Filings
312 Eighth Avenue North
6^th Floor, William R. Snodgrass Tower
Nashville, TN 37243

The undersigned acting as organizer(s) of a Limited Liability Company under the provisions of the Tennessee Limited Liability Company Act, § 48-205-101, adopts the following Articles of Organization.

	1.	The name of the Limited Liability Company is: Sequatchie Valley Urology, LLC
		(NOTE: Pursuant to the provisions of § 48-207-101, each limited Liability Company name must contain the words “Limited Liability Company” or the abbreviation “LLC” or “L.L.C.”)
	2.	The name and complete address of the Limited Liability Company’s initial registered agent and office located in the state of
Tennessee is:

C T Corporation System

(Name)

800 S. Gay Street, Suite 2021	Knoxville,	TN 37929
(Street Address)	(City)	(State/Zip Code)
Knox (County)

3. List the name and complete address of each organizer of this Limited Liability Company.

Dora A. Blackwood	One Park Plaza, Nashville, TN 37203
(Name)	(Include: Street Address, City, Slate and Zip Code)
(Name)	(Include: Street Address, City, Slate and Zip Code)
(Name)	(Include: Street Address, City, Slate and Zip Code)

4.	The Limited Liability Company will be: (NOTE: PLEASE MARK APPLICABLE BOX)
	þ Board Managed   o Member Managed
5.	Number of members at the date of filing one
6.	If the document is not to be effective upon filing by the Secretary of State, the delayed effective date and time is:
	Date ____________________, ______________, Time ______________ (Not to exceed 90 days.)

7. The complete address of the Limited Liability Company’s principal executive office is:

One Park Plaza	Nashville	TN/US/37203
(Street Address)	(City)	(State/Country/Zip Code)

8. Period of Duration: perpetual

9.	Other Provisions:
10.	THIS COMPANY IS A NON-PROFIT LIMITED LIABILITY COMPANY (Check if applicable) o

03/07/2005	/s/ Dora A. Blackwood
Signature Date	Signature (manager or member authorized to sign by the United liability Company)
Organizer	Dora A. Blackwood
Signer’s Capacity	Name (typed or printed)
SS-4249 (Rev. 7/01)               Filing Fee: $50 per member (minimum fee = $300, maximum fee = $3,000)                    RDA 2458

STATE OF TENNESSEE
SECRETARY OF STATE
FILED 11/07 AM 03/10/2005
[________]

EX-3.80

EXHIBIT 3.80

Operating Agreement
Of
Sequatchie Valley Urology, LLC

     The undersigned hereby executes this Operating Agreement (“Operating Agreement”) as the sole member (“Member”) Sequatchie Valley Urology, LLC (the “Company”), a Tennessee limited liability company formed on March 10, 2005, pursuant to the provisions of the Tennessee Limited Liability Company Act (“Act”). The Member hereby agrees that the ownership interests in the Company and initial capital contribution of the Member is as follows:

Name and Address	Percentage Ownership	Initial Capital Contribution
HTI Hospital Holdings, Inc.	100%	$1,000.00
One Park Plaza
Nashville, Tennessee 37203

     The Company may engage in any lawful business permitted by the Act, including without limitation, acquiring, constructing, developing, owning, operating, selling, leasing, financing, and otherwise dealing with real property and healthcare businesses. The term of the Company shall be perpetual.

ARTICLE I

OFFICES

     The principal office of the Company shall be designated from time to time by the Board of Managers. The Company may have offices in addition to its principal place of business as the business of the Company may require from time to time.

     The registered office of the Company 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 Managers.

ARTICLE II

MEMBERS

     SECTION 1. MEETINGS. The annual meeting of Members shall be designated by the Board of Managers, for the purpose of electing managers and for the transaction of such other business as may come before the meeting. If the election of managers 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 Members to be held as soon thereafter as may be convenient. Special meetings of the Members may be called by the Chairman of the Board, the President, by a majority of the members of the Board of Managers or by the holders of not less than one-fifth of the Percentage Ownership of the Company.

     SECTION 2. PLACE OF MEETING. The annual meeting, or any special meeting of the Members, shall be held in Nashville, Tennessee, unless otherwise designated by the Members. A

waiver of notice, signed by all Members, may designate any place, either within or without the State of Tennessee, as the place for the holding of such meeting.

     SECTION 3. NOTICE OF MEETINGS. When written or printed notice is required to be given to the Members, such notice shall be given 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 one hour nor more than forty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, the President, the Secretary, or the officer or persons calling the meeting, to each Member 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 in a sealed envelope addressed to the Member at his address as it appears on the records of the Company, with postage thereon prepaid. Notice of a meeting, either annual or special, called for the purpose of electing managers shall be delivered not less than two hours before the meeting.

     SECTION 4. MEETING OF ALL MEMBERS. If all of the Members shall meet at any time and place, either within or without the State, 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 Percentage Ownership of the Company, represented in person or by proxy, shall constitute a quorum at any meeting of Members; provided, that if less than a majority of the Percentage Ownership are represented at said meeting, a majority of the Percentage Ownership so represented may adjourn the meeting from time to time without further notice.

     SECTION 6. PROXIES. At all meetings of Members, a Member may vote by proxy executed in writing by the Member or by its duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Company 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 PERCENTAGE OWNERSHIP. Each percentage of the Percentage Ownership shall be entitled to one vote upon each matter submitted to a vote at a meeting of Members. Percentage Ownership standing in the name of another company, domestic or foreign, may be voted by such officer, agent or proxy as the governing documents of such company may prescribe, or, in the absence of such provision, as such company’s management may determine. In all elections of managers, every Member shall have the right to vote, in person or by proxy, one vote for each percentage of the Percentage Ownership owned by it, for as many persons as there are managers to be elected. All voting shall be on a non-cumulative basis, unless otherwise stated in the Articles of Organization or except as required by applicable state law.

     SECTION 8. INFORMAL ACTION BY MEMBERS. Any action required to be taken at a meeting of the Members 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 Members having not less than the minimum number of votes that would be necessary to

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authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted with respect to the subject matter thereof.

ARTICLE III

MANAGERS

     SECTION 1. GENERAL POWERS. The business and affairs of the Company shall be managed by its Board of Managers.

     SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of managers of the Company shall be not less than one (1) nor more than ten (10), but may be increased by amendment of this Operating Agreement by the Members. Each manager 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. Managers need not be residents of the state of formation nor need they be the holder of any Percentage Ownership of the Company.

     SECTION 2.1. COMMITTEES OF THE BOARD. The Board of Managers may from time to time appoint such standing or special committees as it may deem for the best interest of the Company, but no such committee shall have any powers, except such as are expressly conferred upon it by the Board of Managers.

     SECTION 3. MEETINGS. A regular meeting of the Board of Managers shall be held without other notice than this Operating Agreement, immediately after, and at the same place, as the annual meeting of Members. Additional regular meetings of the Board of Managers may be held at any time and place designated by them. Special meetings of the Board of Managers may be called by or at the request of the Chairman of the Board or a majority of the managers. Special meetings shall be held, unless otherwise designated by the Board of Managers, in Nashville, Tennessee. Meetings may be held by the managers participating in same by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation constitutes presence in person for all those participating. Whenever the laws of the State authorize or permit managers 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 managers at a meeting.

     SECTION 4. NOTICE. Notice of any special meeting shall be given at least two (2) hours prior thereto by written notice delivered personally or mailed to each manager at his business address, or by facsimile. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by facsimile, such notice shall be deemed to be delivered when the facsimile is transmitted. Any manager may waive notice of any meeting. The attendance of a manager at any meeting shall constitute a waiver of notice of such meeting, except where a manager 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 Managers need be specified in the notice or waiver of notice of such meeting.

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     SECTION 5. QUORUM. A majority of the Board of Managers shall constitute a quorum for the transaction of business at any meeting of the Board of Managers, provided, that if less than a majority of the managers are present at said meeting, a majority of the managers present may adjourn the meeting from time to time without further notice.

     SECTION 6. MANNER OF ACTING. The act of the majority of the managers present at a meeting at which a quorum is present shall be the act of the Board of Managers. Any action required to be taken at a meeting of the Managers 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 Managers 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 Managers entitled to vote thereon were present and voted with respect to the subject matter thereof.

     SECTION 7. VACANCIES. Any vacancy occurring in the Board of Managers or in a position on the Board to be filled by reason of an increase in the number of managers, may be filled by election at an annual meeting or at a special meeting of Members called for that purpose. A manager elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

     SECTION 8. RESIGNATION OF MANAGERS. Any manager may resign at any time by giving written notice of such resignation to the Board of Managers, the Chairman of the Board 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 Managers or one of the above named officers; and, unless specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     SECTION 9. REMOVAL OF MANAGERS. At any special meeting of the Members, duly called as provided in this Operating Agreement, any manager or managers may, by the affirmative vote of the holders of a majority of all the Percentage Ownership entitled to vote for the election of managers, 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 10. COMPENSATION. Managers, as such, shall not receive any stated salaries for their services, but by resolution of the Board of Managers, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Managers; provided that nothing herein contained shall be construed to preclude any manager from serving the Company in any other capacity and receiving compensation therefor.

     SECTION 11. DELEGATION OF DUTIES TO CLINICAL BOARDS. The Board of Managers of the Company (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 outpatient center(s) (the “Facility”), as the case may be, owned by the Company 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 Managers may delegate certain duties to its officers and to the Board of Trustees of the hospital(s) and/or the Board of Governors of the outpatient 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

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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 Managers 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 Managers, while maintaining continuing communication with the Clinical Board and Medical Staff.

     The Board of Managers has appointed the Clinical Board to assist and advise the CEO and/or Administrator, the Board of Managers, 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 Managers 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 Managers, 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 Managers 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 Managers, to overrule decisions made by the Clinical Board.

ARTICLE IV

OFFICERS

     SECTION 1. CLASSES. The officers of the Company shall be a President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the Board of Managers, 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 amendments to this article by the Members.

     SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Company shall be elected annually by the Board of Managers at the first meeting of the Board of Managers held after the annual meeting of Members. If the election of officers shall not be held at such meeting, such election shall be hold as soon thereafter as convenient. Vacancies may be filled or new offices created and filled at any meeting of the Board of Managers. 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.

     SECTION 3. REMOVAL. Any officer or agent elected or appointed by the Board of Managers may be removed by the Board of Managers whenever in its judgment the best interest

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of the Company would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

     SECTION 4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Managers for the unexpired portion of the term.

     SECTION 5. PRESIDENT. The President shall have general charge of the business affairs and property of the Company and general supervision over its officers and agents. If present, he shall preside at all meetings of Members and he shall see that all orders and resolutions of the Board of Managers are carried into effect. He may sign and execute in the name of the Company deeds, mortgages, bonds, contracts, agreements or other instruments duly authorized by the Board of Managers except in cases where the signing and execution thereof shall be expressly delegated by the Board of Managers to some other officer or agent. From time to time, he shall report to the Board of Managers all matters within his knowledge which the interests of the Company may require to be brought to their attention. He shall also perform such other duties as are given to him by this Operating Agreement or as from time to time may be assigned to him by the Board of Managers.

     SECTION 6. VICE PRESIDENTS. The Vice Presidents shall perform such duties as are given to them by this Operating Agreement or as from time to time may be assigned to them by the Board of Managers, the Chairman of the Board, or the President, and, in the order of their seniority, or in any other order as the Board of Managers 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 Company, deeds, mortgages, bonds and other instruments.

SECTION 7. SECRETARY. The Secretary shall:

     (a) Record all the proceedings of the meetings of the Members, the Board of Managers, 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 this Operating Agreement and as required by statutes;

     (c) Whenever any committee shall be appointed in pursuance of a resolution of the Board of Managers, furnish the Chairman of such committee with a copy of such resolution;

     (d) Be custodian of the records and of the seal of the Company, and cause such seal to be affixed to all instruments the execution of which on behalf of the Company 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;

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     (f) Have charge of the ownership records of the Company and exhibit such records at all reasonable times to such persons as are entitled by statute to have access thereto;

     (g) In general, perform all duties incident to the office of the Secretary and such other duties as are given to him by this Operating Agreement or as from time to time may be assigned to him by the Board of Managers, the Chairman of the Board or the President.

     SECTION 8. ASSISTANT SECRETARIES. 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 Managers or the Chairman of the Board 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. The Assistant Secretaries shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Secretary.

     SECTION 9. TREASURER. If required by the Board of Managers, 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 Managers shall determine. He shall: (a) have charge and custody of and be responsible for all funds and securities of the Company; receive and give receipts for moneys due and payable to the Company from any source whatsoever, and deposit all such moneys in the name of the Company in such banks, trust companies, or other depositaries as shall be selected in accordance with the provisions of Article V of this Operating Agreement; (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 Managers, the Chairman of the Board or the President.

     SECTION 10. ASSISTANT TREASURERS. 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 Managers or the Chairman of the Board 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. The Assistant Treasurers shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Treasurer.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

     SECTION 1. CONTRACTS. The Board of Managers 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 Company and such authority may be general or confined to specific instances.

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     SECTION 2. LOANS. No loans shall be contracted on behalf of the Company and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Managers. 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 Company shall be signed by such officer or officers, agent or agents, of the Company and in such manner as shall from time to time be determined by resolution of the Board of Managers.

     SECTION 4. DEPOSITS. All funds of the Company not otherwise employed shall be deposited from time to time to the credit of the Company in such banks, trust companies, or other depositaries as the Board of Managers may select.

ARTICLE VI

TRANSFER OF PERCENTAGE OWNERSHIP

     Transfers of Percentage Ownership of the Company shall be made only on the books of the Company. The person in whose name Percentage Ownership stand on the books of the Company shall be deemed the owner thereof for all purposes as regards the Company.

ARTICLE VII

FISCAL YEAR

     The fiscal year of the Company 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 Managers.

ARTICLE VIII

DISTRIBUTIONS

     Prior to the dissolution of the Company, no Member shall have the right to receive any distributions of or return of its capital contribution. All distributions and all allocations of income, gains, losses and credits shall be made in accordance with the Percentage Ownership of the Member. The Board of Managers may from time to time declare, and the Company may pay, dividends on its Percentage Ownership in the manner and upon the terms and conditions provided by law and its Articles of Organization. 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 contributions to the Company.

ARTICLE IX

SEAL

     The Board of Managers may provide a company seal in such form as the Board of Managers may prescribe.

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ARTICLE X

WAIVER OF NOTICE

     Whenever any notice whatsoever is required to be given under the provisions of this Operating Agreement, or under the provisions of the Certificate of Formation, or under the provisions of the laws of the state of formation, 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.

ARTICLE XI

INDEMNIFICATION OF OFFICERS AND MANAGERS

     The Company shall indemnify its officers and managers against all reasonable expenses 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 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 shall extend 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 shall also extend 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 shall not be 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 or managers.

ARTICLE XII

AMENDMENTS

     The Members may alter, amend or rescind this Operating Agreement by unanimous written consent of all of the Members or at any annual or special meeting of Members at which a quorum is present, by the vote of a majority of the Percentage Ownership represented at such meeting, provided that the notice of such meeting shall have included notice of such proposed amendment. The Board of Managers shall have the power and authority to alter, amend or rescind the Operating Agreement of the Company at any regular or special meeting at which a quorum is present by the vote of a majority of the entire Board of Managers, subject always to the power of the Members to change such action of the managers.

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     Executed this 5^th day of May, 2005, but effective as of March 10, 2005.

HTI Hospital Holdings, Inc., sole member
By:	/s/ Dora A. Blackwood
	Dora A. Blackwood
	Vice President and Assistant Secretary

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EX-3.81

EXHIBIT 3.81

OFFICE OF THE SECRETARY OF STATE

STATE OF OKLAHOMA

[SEAL]

CERTIFICATE
OF
LIMITED LIABILITY COMPANY

     WHEREAS, the Articles of Organization of

SOUTHWESTERN EMERGENCY DEPARTMENT PHYSICIAN SERVICES, LLC

an Oklahoma limited liability company, has been filed in the Office of the Secretary of State as provided by the laws of the State of Oklahoma.

     NOW THEREFORE, I, the undersigned, Secretary of State of the State of Oklahoma, by virtue of the powers vested in me by law, do hereby issue this certificate evidencing such filing.

     IN TESTIMONY WHEREOF, I hereunto set my hand and cause to be affixed the Great Seal of the State of Oklahoma.

     [SEAL]

     Filed in the City of Oklahoma City this 25th day of November, 2002.

/s/ Kay Dudley Secretary of State

By: /s/ Dana Perry

ARTICLES OF ORGANIZATION
OF AN
OKLAHOMA LIMITED LIABILITY COMPANY

TO: OKLAHOMA SECRETARY OF STATE
2300 N Lincoln Blvd., Room 101, State Capitol Building
Oklahoma City, Oklahoma 73105-4897
(405) 522-4560

     The undersigned, for the purpose of forming an Oklahoma limited liability company pursuant to the provisions of 18 0.S., Section 2004, does hereby execute the following articles:

     1. The name of the limited liability company (Note: The name must contain either the words limited liability company or limited company or the abbreviations LLC, LC, L.L.C. or L.C. The word limited may be abbreviated as Ltd. and the word Company may be abbreviated as Co.):

     Southwestern Emergency Department Physician Services, LLC

     2. The street address of its principal place of business, wherever located:

One Park Plaza	Nashville	Tennessee	37203
Street address	City	State	Zip Code

     3. The name and street address of the resident agent in the state of Oklahoma:

The Corporation Company, 735 First National Building, 120 North Robinson, Oklahoma City, OK 73102
Name	Street Address	City	State	Zip Code
	(P.O. Boxes are not acceptable.)

     4. The term of existence:

     5. Perpetual

     Articles of organization must be signed by at least one person who need not be a member of the limited liability company.

Signature:	/s/ John M. Franck II
Type or Print Name:	John M. Franck II, Vice President
Address:	One Park Plaza, Nashville, TN 37203

OK038 — 03/15/00 C T System Online (SOS Form 0073 – 11/99)

Received
OK SEC OF STATE
November 25, 2002

Filing Fee: $100.00
File in Duplicate Print Clearly

EX-3.82

EXHIBIT 3.82

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
SOUTHWESTERN EMERGENCY DEPARTMENT PHYSICIAN SERVICES, LLC

     The undersigned hereby executes this Amended and Restated Limited Liability Company Agreement (“LLC Agreement”) as the sole member (“Member”) of Southwestern Emergency Department Physician Services, LLC (the “Company”), a Oklahoma limited liability company formed on November 25, 2002, pursuant to the provisions of the Oklahoma Limited Liability Company Act (“Act”).

     The Company may engage in any lawful business permitted by the Act, including without limitation, acquiring, constructing, developing, owning, operating, selling, leasing, financing, and otherwise dealing with real property and healthcare businesses. The term of the Company shall be perpetual.

ARTICLE I

OFFICES

     The principal office of the Company shall be designated from time to time by the Board of Managers. The Company may have offices in addition to its principal place of business as the business of the Company may require from time to time.

     The registered office of the Company 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 Managers.

ARTICLE II

MEMBERS

     SECTION 1. MEETINGS. The annual meeting of Members shall be designated by the Board of Managers, for the purpose of electing managers and for the transaction of such other business as may come before the meeting. If the election of managers 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 Members to be held as soon thereafter as may be convenient. Special meetings of the Members may be called by the Chairman of the Board, the President, by a majority of the members of the Board of Managers or by the holders of not less than one-fifth of the Percentage Ownership of the Company.

     SECTION 2. PLACE OF MEETING. The annual meeting or any special meeting of the Members shall be held in Nashville, Tennessee, unless otherwise designated by them. A waiver of notice, signed by all Members, may designate any place, either within or without the State, as the place for the holding of such meeting. If a special meeting be otherwise called, the place of

meeting shall be the office of the Company in the State of Tennessee, except as otherwise provided in Section 5 of this Article.

     SECTION 3. NOTICE OF MEETINGS. When written or printed notice is required to be given to the Members, such notice shall be given 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 one hour nor more than forty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, the President, the Secretary, or the officer or persons calling the meeting, to each Member 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 in a sealed envelope addressed to the Member at his address as it appears on the records of the Company, with postage thereon prepaid. Notice of a meeting, either annual or special, called for the purpose of electing managers shall be delivered not less than two hours before the meeting.

     SECTION 4. MEETING OF ALL MEMBERS. If all of the Members shall meet at any time and place, either within or without the State, 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 Percentage Ownership of the Company, represented in person or by proxy, shall constitute a quorum at any meeting of Members; provided, that if less than a majority of the Percentage Ownership are represented at said meeting, a majority of the Percentage Ownership so represented may adjourn the meeting from time to time without further notice.

     SECTION 6. PROXIES. At all meetings of Members, a Member may vote by proxy executed in writing by the Member or by its duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Company 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 PERCENTAGE OWNERSHIP. Each percentage of the Percentage Ownership shall be entitled to one vote upon each matter submitted to a vote at a meeting of Members. Percentage Ownership standing in the name of another company, domestic or foreign, may be voted by such officer, agent or proxy as the governing documents of such company may prescribe, or, in the absence of such provision, as such company’s management may determine. In all elections of managers, every Member shall have the right to vote, in person or by proxy, one vote for each percentage of the Percentage Ownership owned by it, for as many persons as there are managers to be elected. All voting shall be on a non-cumulative basis, unless otherwise stated in the Articles of Organization or except as required by applicable state law.

     SECTION 8. INFORMAL ACTION BY MEMBERS. Any action required to be taken at a meeting of the Members 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 Members having not less than the minimum number of votes that would be necessary to

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authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted with respect to the subject matter thereof.

ARTICLE III

MANAGERS

     SECTION 1. GENERAL POWERS. The business and affairs of the Company shall be managed by its Board of Managers.

     SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of managers of the Company shall be not less than one (1) nor more than ten (10), but may be increased by amendment of this LLC Agreement by the Members. Each manager 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. Managers need not be residents of the state of formation nor need they be the holder of any Percentage Ownership of the Company.

     SECTION 2.1. COMMITTEES OF THE BOARD. The Board of Managers may from time to time appoint such standing or special committees as it may deem for the best interest of the Company, but no such committee shall have any powers, except such as are expressly conferred upon it by the Board of Managers.

     SECTION 3. MEETINGS. A regular meeting of the Board of Managers shall be held without other notice than this LLC Agreement, immediately after, and at the same place, as the annual meeting of Members. Additional regular meetings of the Board of Managers may be held at any time and place designated by them. Special meetings of the Board of Managers may be called by or at the request of the Chairman of the Board or a majority of the managers. Special meetings shall be held, unless otherwise designated by the Board of Managers, in Nashville, Tennessee. Meetings may be held by the managers participating in same by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation constitutes presence in person for all those participating. Whenever the laws of the State authorize or permit managers 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 managers at a meeting.

     SECTION 4. NOTICE. Notice of any special meeting shall be given at least two (2) hours prior thereto by written notice delivered personally or mailed to each manager at his business address, or by facsimile. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by facsimile, such notice shall be deemed to be delivered when the facsimile is transmitted. Any manager may waive notice of any meeting. The attendance of a manager at any meeting shall constitute a waiver of notice of such meeting, except where a manager 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 Managers need be specified in the notice or waiver of notice of such meeting.

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     SECTION 5. QUORUM. A majority of the Board of Managers shall constitute a quorum for the transaction of business at any meeting of the Board of Managers, provided, that if less than a majority of the managers are present at said meeting, a majority of the managers present may adjourn the meeting from time to time without further notice.

     SECTION 6. MANNER OF ACTING. The act of the majority of the managers present at a meeting at which a quorum is present shall be the act of the Board of Managers. Any action required to be taken at a meeting of the Managers 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 Managers 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 Managers entitled to vote thereon were present and voted with respect to the subject matter thereof.

     SECTION 7. VACANCIES. Any vacancy occurring in the Board of Managers or in a position on the Board to be filled by reason of an increase in the number of managers, may be filled by election at an annual meeting or at a special meeting of Members called for that purpose. A manager elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

     SECTION 8. RESIGNATION OF MANAGERS. Any manager may resign at any time by giving written notice of such resignation to the Board of Managers, the Chairman of the Board 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 Managers or one of the above named officers; and, unless specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     SECTION 9. REMOVAL OF MANAGERS. At any special meeting of the Members, duly called as provided in this LLC Agreement, any manager or managers may, by the affirmative vote of the holders of a majority of all the Percentage Ownership entitled to vote for the election of managers, 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 10. COMPENSATION. Managers, as such, shall not receive any stated salaries for their services, but by resolution of the Board of Managers, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Managers; provided that nothing herein contained shall be construed to preclude any manager from serving the Company in any other capacity and receiving compensation therefor.

     SECTION 11. DELEGATION OF DUTIES TO CLINICAL BOARDS. The Board of Managers of the Company (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 Company 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 Managers 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

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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 Managers has delegated to the Chief Executive Officer of the Company, in accordance with these By-laws, the authority to appoint the Clinical Board. The Board of Managers 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 Managers, while maintaining continuing communication with the Clinical Board and Medical Staff.

     The Board of Managers has appointed the Clinical Board to assist and advise the CEO and/or Administrator, the Board of Managers, 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 Managers 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 Managers, 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 Managers 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 Managers, to overrule decisions made by the Clinical Board.

ARTICLE IV

OFFICERS

     SECTION 1. CLASSES. The officers of the Company shall be a President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the Board of Managers, 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 amendments to this article by the Members.

     SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Company shall be elected annually by the Board of Managers at the first meeting of the Board of Managers held after the annual meeting of Members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Vacancies may be filled or new offices created and filled at any meeting of the Board of Managers. 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.

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     SECTION 3. REMOVAL. Any officer or agent elected or appointed by the Board of Managers may be removed by the Board of Managers whenever in its judgment the best interest of the Company would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

     SECTION 4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Managers for the unexpired portion of the term.

     SECTION 5. PRESIDENT. The President shall have general charge of the business affairs and property of the Company and general supervision over its officers and agents. If present, he shall preside at all meetings of Members and he shall see that all orders and resolutions of the Board of Managers are carried into effect. He may sign and execute in the name of the Company deeds, mortgages, bonds, contracts, agreements or other instruments duly authorized by the Board of Managers except in cases where the signing and execution thereof shall be expressly delegated by the Board of Managers to some other officer or agent. From time to time, he shall report to the Board of Managers all matters within his knowledge which the interests of the Company may require to be brought to their attention. He shall also perform such other duties as are given to him by this LLC Agreement or as from time to time may be assigned to him by the Board of Managers.

     SECTION 6. VICE PRESIDENTS. The Vice Presidents shall perform such duties as are given to them by this LLC Agreement or as from time to time may be assigned to them by the Board of Managers, the Chairman of the Board, or the President, and, in the order of their seniority, or in any other order as the Board of Managers 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 Company, deeds, mortgages, bonds and other instruments.

     SECTION 7. SECRETARY. The Secretary shall:

     (a) Record all the proceedings of the meetings of the Members, the Board of Managers, 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 this LLC Agreement and as required by statutes;

     (c) Whenever any committee shall be appointed in pursuance of a resolution of the Board of Managers furnish the Chairman of such committee with a copy of such resolution;

     (d) Be custodian of the records and of the seal of the Company, and cause such seal to be affixed to all instruments the execution of which on behalf of the Company 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;

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     (f) Have charge of the ownership records of the Company and exhibit such records at all reasonable times to such persons as are entitled by statute to have access thereto;

     (g) In general, perform all duties incident to the office of the Secretary and such other duties as are given to him by this LLC Agreement or as from time to time may be assigned to him by the Board of Managers, the Chairman of the Board or the President.

     SECTION 8. ASSISTANT SECRETARIES. 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 Managers or the Chairman of the Board 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. The Assistant Secretaries shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Secretary.

     SECTION 9. TREASURER. If required by the Board of Managers, 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 Managers shall determine. He shall: (a) have charge and custody of and be responsible for all funds and securities of the Company; receive and give receipts for moneys due and payable to the Company from any source whatsoever, and deposit all such moneys in the name of the Company in such banks, trust companies, or other depositaries as shall be selected in accordance with the provisions of Article V of this LLC Agreement; (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 Managers, the Chairman of the Board or the President.

     SECTION 10. ASSISTANT TREASURERS. 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 Managers or the Chairman of the Board 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. The Assistant Treasurers shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Treasurer.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

     SECTION 1. CONTRACTS. The Board of Managers 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 Company and such authority may be general or confined to specific instances.

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     SECTION 2. LOANS. No loans shall be contracted on behalf of the Company and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Managers. 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 Company shall be signed by such officer or officers, agent or agents, of the Company and in such manner as shall from time to time be determined by resolution of the Board of Managers.

     SECTION 4. DEPOSITS. All funds of the Company not otherwise employed shall be deposited from time to time to the credit of the Company in such banks, trust companies, or other depositaries as the Board of Managers may select.

ARTICLE VI

TRANSFER OF PERCENTAGE OWNERSHIP

     Transfers of Percentage Ownership of the Company shall be made only on the books of the Company. The person in whose name Percentage Ownership stand on the books of the Company shall be deemed the owner thereof for all purposes as regards the Company.

ARTICLE VII

FISCAL YEAR

     The fiscal year of the Company 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 Managers.

ARTICLE VIII

DISTRIBUTIONS

     Prior to the dissolution of the Company, no Member shall have the right to receive any distributions of or return of its capital contribution. All distributions and all allocations of income, gains, losses and credits shall be made in accordance with the Percentage Ownership of the Member. The Board of Managers may from time to time declare, and the Company may pay, dividends on its Percentage Ownership in the manner and upon the terms and conditions provided by law and its Articles of Organization. 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 contributions to the Company.

ARTICLE IX

SEAL

     The Board of Managers may provide a company seal in such form as the Board of Managers may prescribe.

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ARTICLE X

WAIVER OF NOTICE

     Whenever any notice whatsoever is required to be given under the provisions of this LLC Agreement, or under the provisions of the Certificate of Formation, or under the provisions of the laws of the State, 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.

ARTICLE XI

INDEMNIFICATION OF OFFICERS AND MANAGERS

     The Company shall indemnify its officers and managers against all reasonable expenses 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 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 shall extend 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 shall also extend 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 shall not be 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 or managers.

ARTICLE XII

AMENDMENTS

     The Members may alter, amend or rescind this LLC Agreement at any annual or special meeting of Members at which a quorum is present, by the vote of a majority of the Percentage Ownership represented at such meeting, provided that the notice of such meeting shall have included notice of such proposed amendment. The Board of Managers shall have the power and authority to alter, amend or rescind the LLC Agreement of the Company at any regular or special meeting at which a quorum is present by the vote of a majority of the entire Board of Managers, subject always to the power of the Members to change such action of the managers.

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     Executed this 18^th day of August, 2003 but effective December 17, 2002.

SOUTHWESTERN MEDICAL CENTER, LLC, Sole Member
By:	/s/ Dora A. Blackwood
	Dora A. Blackwood
	Vice President

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EX-3.83

EXHIBIT 3.83

Delaware

The First State

     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF LIMITED LIABILITY COMPANY OF “SOUTHWESTERN MEDICAL CENTER, LLC”, FILED IN THIS OFFICE ON THE FIFTEENTH DAY OF OCTOBER, A.D. 1998, AT 9 O’CLOCK A.M.

/s/ Edward J. Freel, Secretary of State Edward J. Freel, Secretary of State

2955708 8100	AUTHENTICATION: 9356189
981398088	Date: 10-15-98

CERTIFICATE OF FORMATION
OF
SOUTHWESTERN MEDICAL CENTER, LLC

Under Section 18.201 of the
Delaware Limited Liability Company Act

     FIRST: The name of the limited liability company is Southwestern 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 October 13, 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 10/15/1998
981398088 — 2955708

EX-3.84

EXHIBIT 3.84

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
SOUTHWESTERN MEDICAL CENTER, LLC

     The undersigned hereby executes this Amended and Restated Limited Liability Company Agreement (“LLC Agreement”) as the sole member (“Member”) of Southwestern Medical Center, LLC (the “Company”), a Delaware limited liability company formed on October 15, 1998, pursuant to the provisions of the Delaware Limited Liability Company Act (“Act”).

     The Company may engage in any lawful business permitted by the Act, including without limitation, acquiring, constructing, developing, owning, operating, selling, leasing, financing, and otherwise dealing with real property and healthcare businesses. The term of the Company shall be perpetual.

ARTICLE I

OFFICES

     The principal office of the Company shall be designated from time to time by the Board of Managers. The Company may have offices in addition to its principal place of business as the business of the Company may require from time to time.

     The registered office of the Company 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 Managers.

ARTICLE II

MEMBERS

     SECTION 1. MEETINGS. The annual meeting of Members shall be designated by the Board of Managers, for the purpose of electing managers and for the transaction of such other business as may come before the meeting. If the election of managers 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 Members to be held as soon thereafter as may be convenient. Special meetings of the Members may be called by the Chairman of the Board, the President, by a majority of the members of the Board of Managers or by the holders of not less than one-fifth of the Percentage Ownership of the Company.

     SECTION 2. PLACE OF MEETING. The annual meeting, or any special meeting of the Members, shall be held in Nashville, Tennessee, unless otherwise designated by them. A waiver of notice, signed by all Members, may designate any place, either within or without the State, as the place for the holding of such meeting. If a special meeting be otherwise called, the place of meeting shall be the office of the Company in the State of Tennessee, except as otherwise provided in Section 5 of this Article.

     SECTION 3. NOTICE OF MEETINGS. When written or printed notice is required to be given to the Members, such notice shall be given 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 one hour nor more than forty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, the President, the Secretary, or the officer or persons calling the meeting, to each Member 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 in a sealed envelope addressed to the Member at his address as it appears on the records of the Company, with postage thereon prepaid. Notice of a meeting, either annual or special, called for the purpose of electing managers shall be delivered not less than two hours before the meeting.

     SECTION 4. MEETING OF ALL MEMBERS. If all of the Members shall meet at any time and place, either within or without the State, 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 Percentage Ownership of the Company, represented in person or by proxy, shall constitute a quorum at any meeting of Members; provided, that if less than a majority of the Percentage Ownership are represented at said meeting, a majority of the Percentage Ownership so represented may adjourn the meeting from time to time without further notice.

     SECTION 6. PROXIES. At all meetings of Members, a Member may vote by proxy executed in writing by the Member or by its duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Company 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 PERCENTAGE OWNERSHIP. Each percentage of the Percentage Ownership shall be entitled to one vote upon each matter submitted to a vote at a meeting of Members. Percentage Ownership standing in the name of another company, domestic or foreign, may be voted by such officer, agent or proxy as the governing documents of such company may prescribe, or, in the absence of such provision, as such company’s management may determine. In all elections of managers, every Member shall have the right to vote, in person or by proxy, one vote for each percentage of the Percentage Ownership owned by it, for as many persons as there are managers to be elected. All voting shall be on a non-cumulative basis, unless otherwise stated in the Articles of Organization or except as required by applicable state law.

     SECTION 8. INFORMAL ACTION BY MEMBERS. Any action required to be taken at a meeting of the Members 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 Members 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 Members entitled to vote thereon were present and voted with respect to the subject matter thereof.

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ARTICLE III

MANAGERS

     SECTION 1. GENERAL POWERS. The business and affairs of the Company shall be managed by its Board of Managers.

     SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of managers of the Company shall be not less than one (1) nor more than ten (10), but may be increased by amendment of this LLC Agreement by the Members. Each manager 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. Managers need not be residents of the state of formation nor need they be the holder of any Percentage Ownership of the Company.

     SECTION 2.1. COMMITTEES OF THE BOARD. The Board of Managers may from time to time appoint such standing or special committees as it may deem for the best interest of the Company, but no such committee shall have any powers, except such as are expressly conferred upon it by the Board of Managers.

     SECTION 3. MEETINGS. A regular meeting of the Board of Managers shall be held without other notice than this LLC Agreement, immediately after, and at the same place, as the annual meeting of Members. Additional regular meetings of the Board of Managers may be held at any time and place designated by them. Special meetings of the Board of Managers may be called by or at the request of the Chairman of the Board or a majority of the managers. Special meetings shall be held, unless otherwise designated by the Board of Managers, in Nashville, Tennessee. Meetings may be held by the managers participating in same by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation constitutes presence in person for all those participating. Whenever the laws of the State authorize or permit managers 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 managers at a meeting.

     SECTION 4. NOTICE. Notice of any special meeting shall be given at least two (2) hours prior thereto by written notice delivered personally or mailed to each manager at his business address, or by facsimile. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by facsimile, such notice shall be deemed to be delivered when the facsimile is transmitted. Any manager may waive notice of any meeting. The attendance of a manager at any meeting shall constitute a waiver of notice of such meeting, except where a manager 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 Managers need be specified in the notice or waiver of notice of such meeting.

     SECTION 5. QUORUM. A majority of the Board of Managers shall constitute a quorum for the transaction of business at any meeting of the Board of Managers, provided, that if

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less than a majority of the managers are present at said meeting, a majority of the managers present may adjourn the meeting from time to time without further notice.

     SECTION 6. MANNER OF ACTING. The act of the majority of the managers present at a meeting at which a quorum is present shall be the act of the Board of Managers. Any action required to be taken at a meeting of the Managers 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 Managers 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 Managers entitled to vote thereon were present and voted with respect to the subject matter thereof.

     SECTION 7. VACANCIES. Any vacancy occurring in the Board of Managers or in a position on the Board to be filled by reason of an increase in the number of managers, may be filled by election at an annual meeting or at a special meeting of Members called for that purpose. A manager elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

     SECTION 8. RESIGNATION OF MANAGERS. Any manager may resign at any time by giving written notice of such resignation to the Board of Managers, the Chairman of the Board 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 Managers or one of the above named officers; and, unless specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     SECTION 9. REMOVAL OF MANAGERS. At any special meeting of the Members, duly called as provided in this LLC Agreement, any manager or managers may, by the affirmative vote of the holders of a majority of all the Percentage Ownership entitled to vote for the election of managers, 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 10. COMPENSATION. Managers, as such, shall not receive any stated salaries for their services, but by resolution of the Board of Managers, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Managers; provided that nothing herein contained shall be construed to preclude any manager from serving the Company in any other capacity and receiving compensation therefor.

     SECTION 11. DELEGATION OF DUTIES TO CLINICAL BOARDS. The Board of Managers of the Company (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 Company 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 Managers 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.

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     The Board of Managers has delegated to the Chief Executive Officer of the Company, in accordance with these By-laws, the authority to appoint the Clinical Board. The Board of Managers 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 Managers, while maintaining continuing communication with the Clinical Board and Medical Staff.

     The Board of Managers has appointed the Clinical Board to assist and advise the CEO and/or Administrator, the Board of Managers, 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 Managers 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 Managers, 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 Managers 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 Managers, to overrule decisions made by the Clinical Board.

ARTICLE IV

OFFICERS

     SECTION 1. CLASSES. The officers of the Company shall be a President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the Board of Managers, 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 amendments to this article by the Members.

     SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Company shall be elected annually by the Board of Managers at the first meeting of the Board of Managers held after the annual meeting of Members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Vacancies may be filled or new offices created and filled at any meeting of the Board of Managers. 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.

     SECTION 3. REMOVAL. Any officer or agent elected or appointed by the Board of Managers may be removed by the Board of Managers whenever in its judgment the best interest

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of the Company would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

     SECTION 4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Managers for the unexpired portion of the term.

     SECTION 5. PRESIDENT. The President shall have general charge of the business affairs and property of the Company and general supervision over its officers and agents. If present, he shall preside at all meetings of Members and he shall see that all orders and resolutions of the Board of Managers are carried into effect. He may sign and execute in the name of the Company deeds, mortgages, bonds, contracts, agreements or other instruments duly authorized by the Board of Managers except in cases where the signing and execution thereof shall be expressly delegated by the Board of Managers to some other officer or agent. From time to time, he shall report to the Board of Managers all matters within his knowledge which the interests of the Company may require to be brought to their attention. He shall also perform such other duties as are given to him by this LLC Agreement or as from time to time may be assigned to him by the Board of Managers.

     SECTION 6. VICE PRESIDENTS. The Vice Presidents shall perform such duties as are given to them by this LLC Agreement or as from time to time may be assigned to them by the Board of Managers, the Chairman of the Board, or the President, and, in the order of their seniority, or in any other order as the Board of Managers 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 Company, deeds, mortgages, bonds and other instruments.

     SECTION 7. SECRETARY. The Secretary shall:

     (a) Record all the proceedings of the meetings of the Members, the Board of Managers, 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 this LLC Agreement and as required by statutes;

     (c) Whenever any committee shall be appointed in pursuance of a resolution of the Board of Managers, furnish the Chairman of such committee with a copy of such resolution;

     (d) Be custodian of the records and of the seal of the Company, and cause such seal to be affixed to all instruments the execution of which on behalf of the Company 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;

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     (f) Have charge of the ownership records of the Company and exhibit such records at all reasonable times to such persons as are entitled by statute to have access thereto;

     (g) In general, perform all duties incident to the office of the Secretary and such other duties as are given to him by this LLC Agreement or as from time to time may be assigned to him by the Board of Managers, the Chairman of the Board or the President.

     SECTION 8. ASSISTANT SECRETARIES. 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 Managers or the Chairman of the Board 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. The Assistant Secretaries shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Secretary.

     SECTION 9. TREASURER. If required by the Board of Managers, 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 Managers shall determine. He shall: (a) have charge and custody of and be responsible for all funds and securities of the Company; receive and give receipts for moneys due and payable to the Company from any source whatsoever, and deposit all such moneys in the name of the Company in such banks, trust companies, or other depositaries as shall be selected in accordance with the provisions of Article V of this LLC Agreement; (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 Managers, the Chairman of the Board or the President.

     SECTION 10. ASSISTANT TREASURERS. 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 Managers or the Chairman of the Board 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. The Assistant Treasurers shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Treasurer.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

     SECTION 1. CONTRACTS. The Board of Managers 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 Company and such authority may be general or confined to specific instances.

7

     SECTION 2. LOANS. No loans shall be contracted on behalf of the Company and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Managers. 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 Company shall be signed by such officer or officers, agent or agents, of the Company and in such manner as shall from time to time be determined by resolution of the Board of Managers.

     SECTION 4. DEPOSITS. All funds of the Company not otherwise employed shall be deposited from time to time to the credit of the Company in such banks, trust companies, or other depositaries as the Board of Managers may select.

ARTICLE VI

TRANSFER OF PERCENTAGE OWNERSHIP

     Transfers of Percentage Ownership of the Company shall be made only on the books of the Company. The person in whose name Percentage Ownership stand on the books of the Company shall be deemed the owner thereof for all purposes as regards the Company.

ARTICLE VII

FISCAL YEAR

     The fiscal year of the Company 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 Managers.

ARTICLE VIII

DISTRIBUTIONS

     Prior to the dissolution of the Company, no Member shall have the right to receive any distributions of or return of its capital contribution. All distributions and all allocations of income, gains, losses and credits shall be made in accordance with the Percentage Ownership of the Member. The Board of Managers may from time to time declare, and the Company may pay, dividends on its Percentage Ownership in the manner and upon the terms and conditions provided by law and its Articles of Organization. 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 contributions to the Company.

ARTICLE IX

SEAL

     The Board of Managers may provide a company seal in such form as the Board of Managers may prescribe.

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ARTICLE X

WAIVER OF NOTICE

     Whenever any notice whatsoever is required to be given under the provisions of this LLC Agreement, or under the provisions of the Certificate of Formation, or under the provisions of the laws of the State, 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.

ARTICLE XI

INDEMNIFICATION OF OFFICERS AND MANAGERS

     The Company shall indemnify its officers and managers against all reasonable expenses 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 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 shall extend 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 shall also extend 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 shall not be 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 or managers.

ARTICLE XII

AMENDMENTS

     The Members may alter, amend or rescind this LLC Agreement at any annual or special meeting of Members at which a quorum is present, by the vote of a majority of the Percentage Ownership represented at such meeting, provided that the notice of such meeting shall have included notice of such proposed amendment. The Board of Managers shall have the power and authority to alter, amend or rescind the LLC Agreement of the Company at any regular or special meeting at which a quorum is present by the vote of a majority of the entire Board of Managers, subject always to the power of the Members to change such action of the managers.

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     Executed this 18^th day of August, 2003, but effective December 17, 2002.

MEDICAL CENTERS OF OKLAHOMA, LLC, Sole Member
	By:	/s/ Dora A. Blackwood
	Dora A. Blackwood
	Vice President

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EX-3.85

EXHIBIT 3.85

OFFICE OF THE SECRETARY OF STATE

STATE OF OKLAHOMA

CERTIFICATE
OF
LIMITED LIABILITY COMPANY

     WHEREAS, the Articles of Organization of

     SOUTHWESTERN NEUROSURGERY PHYSICIANS, LLC

an Oklahoma limited liability company has been filed in the office of the Secretary of State as provided by the laws of the State of Oklahoma.

     NOW THEREFORE, I, the undersigned, Secretary of State of the State of Oklahoma, by virtue of the powers vested in me by law, do hereby issue this certificate evidencing such filing.

     IN TESTIMONY WHEREOF, I hereunto set my hand and cause to be affixed the Great Seal of the State of Oklahoma.

[SEAL]

     Filed in the city of Oklahoma City this 3rd day of May, 2004.

/s/ M Susan Savage  

Secretary of State 

ARTICLES OF ORGANIZATION
OF AN
OKLAHOMA LIMITED LIABILITY COMPANY

TO:	OKLAHOMA SECRETARY OF STATE
	2300 N Lincoln Blvd., Room 101, State Capitol Building
	Oklahoma City, Oklahoma 73105-4897
	(405) 522-4560

     The undersigned, for the purpose of forming an Oklahoma limited liability company pursuant to the provisions of 18 O.S., Section 2004, does hereby execute the following articles:

     1. The name of the limited liability company (Note: The name must contain either the words limited liability company or limited company or the abbreviations LLC, LC, L.L.C. or L.C. The word limited may be abbreviated as Ltd. and the word Company may be abbreviated as Co.): Southwestern Neurosurgery Physicians, LLC

     2. The street address of its principal place of business, wherever located:

One Park Plaza	Nashville	TN		37203
Street address	City	State	Zip Code

     3. The name and street address of the resident agent in the state of Oklahoma:

The Corporation Company, 735 First National Building, 120 North Robinson, Oklahoma City, OK 73102
Name	Street Address	City	State	Zip Code
	(P.O. Boxes are not acceptable.)

     4. The term of existence: Perpetual

Articles of organization must be signed by at least one person who need not be a member of the limited liability company.

Dated: April 30,2004

Signature: Type or Print Name:	/s/ Dora A. Blackwood Dora A. Blackwood
Address:	One Park Plaza, Nashville, TN 37203

Filed – Oklahoma Secretary of State
#3512037174
05/03/2004 13:10

05/03/2004 08:49 AM
Oklahoma Secretary of State
[Barcode]
SOS
[Barcode]
1297730012

EX-3.86

EXHIBIT 3.86

LIMITED LIABILITY COMPANY AGREEMENT OF
SOUTHWESTERN NEUROSURGERY PHYSICIANS, LLC

     The undersigned hereby executes this Limited Liability Company Agreement (“LLC Agreement”) as the sole member (“Member”) of Southwestern Neurosurgery Physicians, LLC (the “Company”), an Oklahoma limited liability company formed on May 3, 2004, pursuant to the provisions of the Oklahoma Limited Liability Company Act (“Act”). The Member hereby agrees that the ownership interests in the Company and initial capital contribution of the Member is as follows:

Name and Address	Percentage Ownership			Initial Capital Contribution
Southwestern Medical Center, LLC		100	%	$	1,000.00
One Park Plaza
Nashville, Tennessee 37203

     The Company may engage in any lawful business permitted by the Act, including without limitation, acquiring, constructing, developing, owning, operating, selling, leasing, financing, and otherwise dealing with real property and healthcare businesses. The term of the Company shall be perpetual.

ARTICLE I

OFFICES

     The principal office of the Company shall be designated from time to time by the Board of Managers. The Company may have offices in addition to its principal place of business as the business of the Company may require from time to time.

     The registered office of the Company 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 Managers.

ARTICLE II

MEMBERS

     SECTION 1. MEETINGS. The annual meeting of Members shall be designated by the Board of Managers, for the purpose of electing managers and for the transaction of such other business as may come before the meeting. If the election of managers 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 Members to be held as soon thereafter as may be convenient. Special meetings of the Members may be called by the Chairman of the Board, the President, by a majority of the members of the Board of Managers or by the holders of not less than one-fifth of the Percentage Ownership of the Company.

     SECTION 2. PLACE OF MEETING. The annual meeting, or any special meeting of the Members, shall be held in Nashville, Tennessee, unless otherwise designated by the Members. A waiver of notice, signed by all Members, may designate any place, either within or without the State of Tennessee, as the place for the holding of such meeting.

     SECTION 3. NOTICE OF MEETINGS. When written or printed notice is required to be given to the Members, such notice shall be given 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 one hour nor more than forty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, the President, the Secretary, or the officer or persons calling the meeting, to each Member 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 in a sealed envelope addressed to the Member at his address as it appears on the records of the Company, with postage thereon prepaid. Notice of a meeting, either annual or special, called for the purpose of electing managers shall be delivered not less than two hours before the meeting.

     SECTION 4. MEETING OF ALL MEMBERS. If all of the Members shall meet at any time and place, either within or without the State, 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 Percentage Ownership of the Company, represented in person or by proxy, shall constitute a quorum at any meeting of Members; provided, that if less than a majority of the Percentage Ownership are represented at said meeting, a majority of the Percentage Ownership so represented may adjourn the meeting from time to time without further notice.

     SECTION 6. PROXIES. At all meetings of Members, a Member may vote by proxy executed in writing by the Member or by its duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Company 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 PERCENTAGE OWNERSHIP. Each percentage of the Percentage Ownership shall be entitled to one vote upon each matter submitted to a vote at a meeting of Members. Percentage Ownership standing in the name of another company, domestic or foreign, may be voted by such officer, agent or proxy as the governing documents of such company may prescribe, or, in the absence of such provision, as such company’s management may determine. In all elections of managers, every Member shall have the right to vote, in person or by proxy, one vote for each percentage of the Percentage Ownership owned by it, for as many persons as there are managers to be elected. All voting shall be on a non-cumulative basis, unless otherwise stated in the Articles of Organization or except as required by applicable state law.

     SECTION 8. INFORMAL ACTION BY MEMBERS. Any action required to be taken at a meeting of the Members 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

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Members 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 Members entitled to vote thereon were present and voted with respect to the subject matter thereof.

ARTICLE III

MANAGERS

     SECTION 1. GENERAL POWERS. The business and affairs of the Company shall be managed by its Board of Managers.

     SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of managers of the Company shall be not less than one (1) nor more than ten (10), but may be increased by amendment of this LLC Agreement by the Members. Each manager 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. Managers need not be residents of the state of formation nor need they be the holder of any Percentage Ownership of the Company.

     SECTION 2.1. COMMITTEES OF THE BOARD. The Board of Managers may from time to time appoint such standing or special committees as it may deem for the best interest of the Company, but no such committee shall have any powers, except such as are expressly conferred upon it by the Board of Managers.

     SECTION 3. MEETINGS. A regular meeting of the Board of Managers shall be held without other notice than this LLC Agreement, immediately after, and at the same place, as the annual meeting of Members. Additional regular meetings of the Board of Managers may be held at any time and place designated by them. Special meetings of the Board of Managers may be called by or at the request of the Chairman of the Board or a majority of the managers. Special meetings shall be held, unless otherwise designated by the Board of Managers, in Nashville, Tennessee. Meetings may be held by the managers participating in same by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation constitutes presence in person for all those participating. Whenever the laws of the State authorize or permit managers 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 managers at a meeting.

     SECTION 4. NOTICE. Notice of any special meeting shall be given at least two (2) hours prior thereto by written notice delivered personally or mailed to each manager at his business address, or by facsimile. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by facsimile, such notice shall be deemed to be delivered when the facsimile is transmitted. Any manager may waive notice of any meeting. The attendance of a manager at any meeting shall constitute a waiver of notice of such meeting, except where a manager 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 Managers need be specified in the notice or waiver of notice of such meeting.

3

     SECTION 5. QUORUM. A majority of the Board of Managers shall constitute a quorum for the transaction of business at any meeting of the Board of Managers, provided, that if less than a majority of the managers are present at said meeting, a majority of the managers present may adjourn the meeting from time to time without further notice.

     SECTION 6. MANNER OF ACTING. The act of the majority of the managers present at a meeting at which a quorum is present shall be the act of the Board of Managers. Any action required to be taken at a meeting of the Managers 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 Managers 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 Managers entitled to vote thereon were present and voted with respect to the subject matter thereof.

     SECTION 7. VACANCIES. Any vacancy occurring in the Board of Managers or in a position on the Board to be filled by reason of an increase in the number of managers, may be filled by election at an annual meeting or at a special meeting of Members called for that purpose. A manager elected to fill a vacancy shall he elected for the unexpired term of his predecessor in office.

     SECTION 8. RESIGNATION OF MANAGERS. Any manager may resign at any time by giving written notice of such resignation to the Board of Managers, the Chairman of the Board 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 Managers or one of the above named officers; and, unless specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     SECTION 9. REMOVAL OF MANAGERS. At any special meeting of the Members, duly called as provided in this LLC Agreement, any manager or managers may, by the affirmative vote of the holders of a majority of all the Percentage Ownership entitled to vote for the election of managers, 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 10. COMPENSATION. Managers, as such, shall not receive any stated salaries for their services, but by resolution of the Board of Managers, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Managers; provided that nothing herein contained shall be construed to preclude any manager from serving the Company in any other capacity and receiving compensation therefor.

     SECTION 11. DELEGATION OF DUTIES TO CLINICAL BOARDS. The Board of Managers of the Company (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 outpatient center(s) (the “Facility”), as the case may be, owned by the Company 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 Managers may delegate certain duties to its officers and to the Board of Trustees of the hospital(s) and/or the Board of Governors of the outpatient 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

4

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 Managers 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 Managers, while maintaining continuing communication with the Clinical Board and Medical Staff.

     The Board of Managers has appointed the Clinical Board to assist and advise the CEO and/or Administrator, the Board of Managers, 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 Managers 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 Managers, 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 Managers 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 Managers, to overrule decisions made by the Clinical Board.

ARTICLE IV

OFFICERS

     SECTION 1. CLASSES. The officers of the Company shall be a President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the Board of Managers, 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 he added by amendments to this article by the Members.

     SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Company shall be elected annually by the Board of Managers at the first meeting of the Board of Managers held after the annual meeting of Members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Vacancies may be filled or new offices created and filled at any meeting of the Board of Managers. 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.

5

     SECTION 3. REMOVAL. Any officer or agent elected or appointed by the Board of Managers may be removed by the Board of Managers whenever in its judgment the best interest of the Company would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

     SECTION 4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Managers for the unexpired portion of the term.

     SECTION 5. PRESIDENT. The President shall have general charge of the business affairs and property of the Company and general supervision over its officers and agents. If present, he shall preside at all meetings of Members and he shall see that all orders and resolutions of the Board of Managers are carried into effect. He may sign and execute in the name of the Company deeds, mortgages, bonds, contracts, agreements or other instruments duly authorized by the Board of Managers except in cases where the signing and execution thereof shall be expressly delegated by the Board of Managers to some other officer or agent. From time to time, he shall report to the Board of Managers all matters within his knowledge which the interests of the Company may require to be brought to their attention. He shall also perform such other duties as are given to him by this LLC Agreement or as from time to time may be assigned to him by the Board of Managers.

     SECTION 6. VICE PRESIDENTS. The Vice Presidents shall perform such duties as are given to them by this LLC Agreement or as from time to time may be assigned to them by the Board of Managers, the Chairman of the Board, or the President, and, in the order of their seniority, or in any other order as the Board of Managers 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 Company, deeds, mortgages, bonds and other instruments.

     SECTION 7. SECRETARY. The Secretary shall:

     (a) Record all the proceedings of the meetings of the Members, the Board of Managers, 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 this LLC Agreement and as required by statutes;

     (c) Whenever any committee shall be appointed in pursuance of a resolution of the Board of Managers, furnish the Chairman of such committee with a copy of such resolution;

     (d) Be custodian of the records and of the seal of the Company, and cause such seal to be affixed to all instruments the execution of which on behalf of the Company 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;

6

     (f) Have charge of the ownership records of the Company and exhibit such records at all reasonable times to such persons as are entitled by statute to have access thereto;

     (g) In general, perform all duties incident to the office of the Secretary and such other duties as are given to him by this LLC Agreement or as from time to time may be assigned to him by the Board of Managers, the Chairman of the Board or the President.

     SECTION 8. ASSISTANT SECRETARIES. 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 Managers or the Chairman of the Board 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. The Assistant Secretaries shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Secretary.

     SECTION 9. TREASURER. If required by the Board of Managers, 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 Managers shall determine. He shall: (a) have charge and custody of and be responsible for all funds and securities of the Company; receive and give receipts for moneys due and payable to the Company from any source whatsoever, and deposit all such moneys in the name of the Company in such banks, trust companies, or other depositaries as shall be selected in accordance with the provisions of Article V of this LLC Agreement; (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 Managers, the Chairman of the Board or the President.

     SECTION 10. ASSISTANT TREASURERS. 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 Managers or the Chairman of the Board 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. The Assistant Treasurers shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Treasurer.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

     SECTION 1. CONTRACTS. The Board of Managers 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 Company and such authority may be general or confined to specific instances.

7

     SECTION 2. LOANS. No loans shall be contracted on behalf of the Company and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Managers. 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 Company shall be signed by such officer or officers, agent or agents, of the Company and in such manner as shall from time to time be determined by resolution of the Board of Managers.

     SECTION 4. DEPOSITS. All funds of the Company not otherwise employed shall be deposited from time to time to the credit of the Company in such banks, trust companies, or other depositaries as the Board of Managers may select.

ARTICLE VI

TRANSFER OF PERCENTAGE OWNERSHIP

     Transfers of Percentage Ownership of the Company shall be made only on the books of the Company. The person in whose name Percentage Ownership stand on the books of the Company shall be deemed the owner thereof for all purposes as regards the Company.

ARTICLE VII

FISCAL YEAR

     The fiscal year of the Company 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 Managers.

ARTICLE VIII

DISTRIBUTIONS

     Prior to the dissolution of the Company, no Member shall have the right to receive any distributions of or return of its capital contribution. All distributions and all allocations of income, gains, losses and credits shall be made in accordance with the Percentage Ownership of the Member. The Board of Managers may from time to time declare, and the Company may pay, dividends on its Percentage Ownership in the manner and upon the terms and conditions provided by law and its Articles of Organization. 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 contributions to the Company.

ARTICLE IX

SEAL

     The Board of Managers may provide a company seal in such form as the Board of Managers may prescribe.

8

ARTICLE X

WAIVER OF NOTICE

     Whenever any notice whatsoever is required to be given under the provisions of this LLC Agreement, or under the provisions of the Certificate of Formation, or under the provisions of the laws of the state of formation, 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.

ARTICLE XI

INDEMNIFICATION OF OFFICERS AND MANAGERS

     The Company shall indemnify its officers and managers against all reasonable expenses 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 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 shall extend 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 shall also extend 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 shall not he 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 or managers.

ARTICLE XII

AMENDMENTS

     The Members may alter, amend or rescind this LLC Agreement at any annual or special meeting of Members at which a quorum is present, by the vote of a majority of the Percentage Ownership represented at such meeting, provided that the notice of such meeting shall have included notice of such proposed amendment. The Board of Managers shall have the power and authority to alter, amend or rescind the LLC Agreement of the Company at any regular or special meeting at which a quorum is present by the vote of a majority of the entire Board of Managers, subject always to the power of the Members to change such action of the managers.

9

     Executed this 3^rd day of May, 2004.

SOUTHWESTERN MEDICAL CENTER, LLC, Sole Member
	By:	/s/ Dora A. Blackwood
	Dora A. Blackwood
	Vice President and Assistant Secretary

10

EX-3.87

EXHIBIT 3.87

OFFICE OF THE SECRETARY OF STATE

STATE OF OKLAHOMA

[SEAL]

CERTIFICATE
OF
LIMITED LIABILITY COMPANY

     WHEREAS, the Articles of Organization of

SOUTHWESTERN PHYSICIAN SERVICES, LLC

An Oklahoma limited liability company, has been filed in the Office of the Secretary of State as provided by the laws of the State of Oklahoma.

NOW, THEREFORE, I, the undersigned, Secretary of State of the State of Oklahoma, by virtue of the powers vested in me by law, do hereby issue this certificate evidencing such filing.

     IN TESTIMONY WHEREOF, I hereunto set my hand and cause to be affixed the Great Seal of the State of Oklahoma.

     Filed in the City of Oklahoma City this 25^th day of November, 2002.

     [SEAL]

/s/ Kay Dudley  

Secretary of State 

By:   /s/ Dana Perry  

FILING FEE: $100.00
FILE IN DUPLICATE
PRINT CLEARLY

FILED NOV 25 2002
OKLAHOMA SECRETARY OF STATE

ARTICLES OF ORGANIZATION
OF AN
OKLAHOMA LIMITED LIABILITY COMPANY

TO:	OKLAHOMA SECRETARY OF STATE
	2300 N. Lincoln Blvd., Room 101, State Capitol Building
	Oklahoma City, Oklahoma 73105-4897
	(405) 522-4560

     The undersigned for the purpose of forming an Oklahoma limited liability company pursuant to the provisions of 18 O.S., Section 2004, does hereby execute the following articles:

1. The name of the limited liability company (Note: The name must contain either the words limited liability company or limited company or the abbreviations LLC, LC, L.L.C. or L.C. The word limited may be abbreviated as Ltd. And the word Company may be abbreviated as Co.):

Southwestern Physician Services, LLC

2 The street address of its principal place of business, wherever located:

One Park Plaza	Nashville	Tennessee		37203
Street Address	City	State	Zip Code

3. The street address of the resident agent in the state of Oklahoma:

The Corporation Company 735 First National Building, 120 North Robinson Oklahoma City OK 73102
Name	Street Address (P.O. Box are not acceptable.)	City	State	Zip Code

7. The term of existence: Perpetual

Articles of organization must be signed by at least one person who need not be a member of the limited liability company.

Dated: 11/21/02	RECEIVED
	OKLAHOMA SEC. OF STATE
	NOV 25 2002

Signature: Type or Print Name:	/s/ John M. Franck II, Vice President John M. Franck II, Vice President
Address:	One Park Plaza, Nashville, TN 37203

EX-3.88

EXHIBIT 3.88

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
SOUTHWESTERN PHYSICIAN SERVICES, LLC

     The undersigned hereby executes this Amended and Restated Limited Liability Company Agreement (“LLC Agreement”) as the sole member (“Member”) of Southwestern Physician Services, LLC (the “Company”), a Oklahoma limited liability company formed on November 25, 2002, pursuant to the provisions of the Oklahoma Limited Liability Company Act (“Act”).

     The Company may engage in any lawful business permitted by the Act, including without limitation, acquiring, constructing, developing, owning, operating, selling, leasing, financing, and otherwise dealing with real property and healthcare businesses. The term of the Company shall be perpetual.

ARTICLE I

OFFICES

     The principal office of the Company shall be designated from time to time by the Board of Managers. The Company may have offices in addition to its principal place of business as the business of the Company may require from time to time.

     The registered office of the Company 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 Managers.

ARTICLE II
MEMBERS

     SECTION 1. MEETINGS. The annual meeting of Members shall be designated by the Board of Managers, for the purpose of electing managers and for the transaction of such other business as may come before the meeting. If the election of managers 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 Members to be held as soon thereafter as may be convenient. Special meetings of the Members may be called by the Chairman of the Board, the President, by a majority of the members of the Board of Managers or by the holders of not less than one-fifth of the Percentage Ownership of the Company.

     SECTION 2. PLACE OF MEETING. The annual meeting, or any special meeting of the Members, shall be held in Nashville, Tennessee, unless otherwise designated by them. A waiver of notice, signed by all Members, may designate any place, either within or without the State, as the place for the holding of such meeting. If a special meeting be otherwise called, the place of meeting shall be the office of the Company in the State of Tennessee, except as otherwise provided in Section 5 of this Article.

     SECTION 3. NOTICE OF MEETINGS. When written or printed notice is required to be given to the Members, such notice shall be given 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 one hour nor more than forty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, the President, the Secretary, or the officer or persons calling the meeting, to each Member 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 in a sealed envelope addressed to the Member at his address as it appears on the records of the Company, with postage thereon prepaid. Notice of a meeting, either annual or special, called for the purpose of electing managers shall be delivered not less than two hours before the meeting.

     SECTION 4. MEETING OF ALL MEMBERS. If all of the Members shall meet at any time and place, either within or without the State, and consent to the holding of a meeting, such meeting shall he valid without call or notice, and at such meeting any corporate action may he taken.

     SECTION 5. QUORUM. A majority of the Percentage Ownership of the Company, represented in person or by proxy, shall constitute a quorum at any meeting of Members; provided, that if less than a majority of the Percentage Ownership are represented at said meeting, a majority of the Percentage Ownership so represented may adjourn the meeting from time to time without further notice.

     SECTION 6. PROXIES. At all meetings of Members, a Member may vote by proxy executed in writing by the Member or by its duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Company 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 PERCENTAGE OWNERSHIP. Each percentage of the Percentage Ownership shall be entitled to one vote upon each matter submitted to a vote at a meeting of Members. Percentage Ownership standing in the name of another company, domestic or foreign, may be voted by such officer, agent or proxy as the governing documents of such company may prescribe, or, in the absence of such provision, as such company’s management may determine. In all elections of managers, every Member shall have the right to vote, in person or by proxy, one vote for each percentage of the Percentage Ownership owned by it, for as many persons as there are managers to he elected. All voting shall be on a non-cumulative basis, unless otherwise stated in the Articles of Organization or except as required by applicable state law.

     SECTION 8. INFORMAL ACTION BY MEMBERS. Any action required to be taken at a meeting of the Members 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 Members 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 Members entitled to vote thereon were present and voted with respect to the subject matter thereof.

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ARTICLE III

MANAGERS

     SECTION 1. GENERAL POWERS. The business and affairs of the Company shall be managed by its Board of Managers.

     SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of managers of the Company shall be not less than one (1) nor more than ten (10), but may be increased by amendment of this LLC Agreement by the Members. Each manager 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. Managers need not be residents of the state of formation nor need they be the holder of any Percentage Ownership of the Company.

     SECTION 2.1. COMMITTEES OF THE BOARD. The Board of Managers may from time to time appoint such standing or special committees as it may deem for the best interest of the Company, but no such committee shall have any powers, except such as are expressly conferred upon it by the Board of Managers.

     SECTION 3. MEETINGS. A regular meeting of the Board of Managers shall be held without other notice than this LLC Agreement, immediately after, and at the same place, as the annual meeting of Members. Additional regular meetings of the Board of Managers may be held at any time and place designated by them. Special meetings of the Board of Managers may be called by or at the request of the Chairman of the Board or a majority of the managers. Special meetings shall be held, unless otherwise designated by the Board of Managers, in Nashville, Tennessee. Meetings may be held by the managers participating in same by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation constitutes presence in person for all those participating. Whenever the laws of the State authorize or permit managers to act other than at a meeting, including but not limited to acting through unanimous written consents, then such actions shall he as effective as if taken by the managers at a meeting.

     SECTION 4. NOTICE. Notice of any special meeting shall be given at least two (2) hours prior thereto by written notice delivered personally or mailed to each manager at his business address, or by facsimile. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by facsimile, such notice shall be deemed to be delivered when the facsimile is transmitted. Any manager may waive notice of any meeting. The attendance of a manager at any meeting shall constitute a waiver of notice of such meeting, except where a manager 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 Managers need be specified in the notice or waiver of notice of such meeting.

     SECTION 5. QUORUM. A majority of the Board of Managers shall constitute a quorum for the transaction of business at any meeting of the Board of Managers, provided, that if

3

less than a majority of the managers are present at said meeting, a majority of the managers present may adjourn the meeting from time to time without further notice.

     SECTION 6. MANNER OF ACTING. The act of the majority of the managers present at a meeting at which a quorum is present shall be the act of the Board of Managers. Any action required to he taken at a meeting of the Managers 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 Managers 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 Managers entitled to vote thereon were present and voted with respect to the subject matter thereof.

     SECTION 7. VACANCIES. Any vacancy occurring in the Board of Managers or in a position on the Board to he filled by reason of an increase in the number of managers, may be filled by election at an annual meeting or at a special meeting of Members called for that purpose. A manager elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

     SECTION 8. RESIGNATION OF MANAGERS. Any manager may resign at any time by giving written notice of such resignation to the Board of Managers, the Chairman of the Board 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 Managers or one of the above named officers; and, unless specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     SECTION 9. REMOVAL OF MANAGERS. At any special meeting of the Members, duly called as provided in this LLC Agreement, any manager or managers may, by the affirmative vote of the holders of a majority of all the Percentage Ownership entitled to vote for the election of managers, be removed from office, either with or without cause. At such meeting a successor or successors may he elected by a majority of the votes cast.

     SECTION 10. COMPENSATION. Managers, as such, shall not receive any stated salaries for their services, but by resolution of the Board of Managers, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Managers; provided that nothing herein contained shall be construed to preclude any manager from serving the Company in any other capacity and receiving compensation therefor.

     SECTION 11. DELEGATION OF DUTIES TO CLINICAL BOARDS. The Board of Managers of the Company (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 Company 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 Managers 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.

4

     The Board of Managers has delegated to the Chief Executive Officer of the Company, in accordance with these By-laws, the authority to appoint the Clinical Board. The Board of Managers 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 Managers, while maintaining continuing communication with the Clinical Board and Medical Staff.

     The Board of Managers has appointed the Clinical Board to assist and advise the CEO and/or Administrator, the Board of Managers, 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 Managers 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 Managers, 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 Managers 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 Managers, to overrule decisions made by the Clinical Board.

ARTICLE IV

OFFICERS

     SECTION 1. CLASSES. The officers of the Company shall be a President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the Board of Managers, 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 amendments to this article by the Members.

     SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Company shall be elected annually by the Board of Managers at the first meeting of the Board of Managers held after the annual meeting of Members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Vacancies may be filled or new offices created and filled at any meeting of the Board of Managers. 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.

     SECTION 3. REMOVAL. Any officer or agent elected or appointed by the Board of Managers may be removed by the Board of Managers whenever in its judgment the best interest

5

of the Company would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

     SECTION 4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Managers for the unexpired portion of the term.

     SECTION 5. PRESIDENT. The President shall have general charge of the business affairs and property of the Company and general supervision over its officers and agents. If present, he shall preside at all meetings of Members and he shall see that all orders and resolutions of the Board of Managers are carried into effect. He may sign and execute in the name of the Company deeds, mortgages, bonds, contracts, agreements or other instruments duly authorized by the Board of Managers except in cases where the signing and execution thereof shall be expressly delegated by the Board of Managers to some other officer or agent. From time to time, he shall report to the Board of Managers all matters within his knowledge which the interests of the Company may require to be brought to their attention. He shall also perform such other duties as are given to him by this LLC Agreement or as from time to time may be assigned to him by the Board of Managers.

     SECTION 6. VICE PRESIDENTS. The Vice Presidents shall perform such duties as are given to them by this LLC Agreement or as from time to time may be assigned to them by the Board of Managers, the Chairman of the Board, or the President, and, in the order of their seniority, or in any other order as the Board of Managers 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 Company, deeds, mortgages, bonds and other instruments.

     SECTION 7. SECRETARY. The Secretary shall:

     (a) Record all the proceedings of the meetings of the Members, the Board of Managers, 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 this LLC Agreement and as required by statutes;

     (c) Whenever any committee shall be appointed in pursuance of a resolution of the Board of Managers, furnish the Chairman of such committee with a copy of such resolution;

     (d) Be custodian of the records and of the seal of the Company, and cause such seal to be affixed to all instruments the execution of which on behalf of the Company 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;

6

     (f) Have charge of the ownership records of the Company and exhibit such records at all reasonable times to such persons as are entitled by statute to have access thereto;

     (g) In general, perform all duties incident to the office of the Secretary and such other duties as are given to him by this LLC Agreement or as from time to time may be assigned to him by the Board of Managers, the Chairman of the Board or the President.

     SECTION 8. ASSISTANT SECRETARIES. 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 Managers or the Chairman of the Board 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. The Assistant Secretaries shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Secretary.

     SECTION 9. TREASURER. If required by the Board of Managers, 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 Managers shall determine. He shall: (a) have charge and custody of and be responsible for all funds and securities of the Company; receive and give receipts for moneys due and payable to the Company from any source whatsoever, and deposit all such moneys in the name of the Company in such banks, trust companies, or other depositaries as shall be selected in accordance with the provisions of Article V of this LLC Agreement; (b) in general perform all the duties incident to the office of Treasurer and such other duties as from time to lime may be assigned to him by the Board of Managers, the Chairman of the Board or the President.

     SECTION 10. ASSISTANT TREASURERS. 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 Managers or the Chairman of the Board 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. The Assistant Treasurers shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Treasurer.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

     SECTION 1. CONTRACTS. The Board of Managers 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 Company and such authority may be general or confined to specific instances.

7

     SECTION 2. LOANS. No loans shall be contracted on behalf of the Company and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Managers. 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 Company shall be signed by such officer or officers, agent or agents, of the Company and in such manner as shall from time to time be determined by resolution of the Board of Managers.

     SECTION 4. DEPOSITS. All funds of the Company not otherwise employed shall be deposited from time to time to the credit of the Company in such banks, trust companies, or other depositaries as the Board of Managers may select.

ARTICLE VI

TRANSFER OF PERCENTAGE OWNERSHIP

     Transfers of Percentage Ownership of the Company shall be made only on the books of the Company. The person in whose name Percentage Ownership stand on the books of the Company shall be deemed the owner thereof for all purposes as regards the Company.

ARTICLE VII
FISCAL YEAR

     The fiscal year of the Company 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 Managers.

ARTICLE VIII

DISTRIBUTIONS

     Prior to the dissolution of the Company, no Member shall have the right to receive any distributions of or return of its capital contribution. All distributions and all allocations of income, gains, losses and credits shall be made in accordance with the Percentage Ownership of the Member. The Board of Managers may from time to time declare, and the Company may pay, dividends on its Percentage Ownership in the manner and upon the terms and conditions provided by law and its Articles of Organization. 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 contributions to the Company.

ARTICLE IX

SEAL

     The Board of Managers may provide a company seal in such form as the Board of Managers may prescribe.

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ARTICLE X

WAIVER OF NOTICE

     Whenever any notice whatsoever is required to be given under the provisions of this LLC Agreement, or under the provisions of the Certificate of Formation, or under the provisions of the laws of the State, 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.

ARTICLE XI

INDEMNIFICATION OF OFFICERS AND MANAGERS

     The Company shall indemnify its officers and managers against all reasonable expenses 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 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 shall extend 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 shall also extend 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 shall not be 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 or managers.

ARTICLE XII

AMENDMENTS

     The Members may alter, amend or rescind this LLC Agreement at any annual or special meeting of Members at which a quorum is present, by the vote of a majority of the Percentage Ownership represented at such meeting, provided that the notice of such meeting shall have included notice of such proposed amendment. The Board of Managers shall have the power and authority to alter, amend or rescind the LLC Agreement of the Company at any regular or special meeting at which a quorum is present by the vote of a majority of the entire Board of Managers, subject always to the power of the Members to change such action of the managers.

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     Executed this 18^th day of August, 2003, but effective December 17, 2002.

SOUTHWESTERN MEDICAL CENTER, LLC, Sole Member
By:	/s/ Dora A. Blackwood
	Dora A. Blackwood
	Vice President

10

EX-3.89

EXHIBIT 3.89

PAGE 1

Delaware

The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATION OF FORMATION OF “SOUTHWESTERN RADIOLOGY AFFILIATES, LLC” FILED IN THIS OFFICE ON THE TENTH DAY OF AUGUST, AT 4:33 O’CLOCK P.M.

/s/ Jeffrey W. Bullock  

Jeffrey W. Bullock, Secretary of State 

4858508     8100	AUTHENTICATION: 8165162
100817018	Date: 08-11-10
You may verify this certificate online at corp.delaware.gov/authver.shtml

CERTIFICATE OF FORMATION
OF
SOUTHWESTERN RADIOLOGY AFFILIATES, LLC

     Pursuant to Section 18-201 of the Delaware Limited Liability Company Act (the “Act”), the undersigned, desiring to form a limited liability company, does hereby certify as follows:

     1. The name of the limited liability company is SOUTHWESTERN RADIOLOGY AFFILIATES, LLC (the “Company”).

     2. The address of its registered office in the State of Delaware is: Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

     3. The Company shall have the power and authority to carry on any business permitted by, and to have and exercise all of the powers and rights conferred by, the Act as amended from time to time or any successor provisions thereto.

     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 10^th day of August, 2010.

/s/ Daniel S. Slipkovich  

Daniel S. Slipkovich, Authorized Person 

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
DELIVERED 04:37 PM 08/10/2010
FILED 04:33 PM 08/10/2010
SRV 100817018 — 4858508 FILE

EX-3.90

EXHIBIT 3.90

LIMITED LIABILITY COMPANY AGREEMENT
OF
SOUTHWESTERN RADIOLOGY AFFILIATES, LLC

     The undersigned hereby executes this Limited Liability Company Agreement (“LLC Agreement”) as the sole member (“Member”) of Southwestern Radiology Affiliates, LLC (the “Company”), a Delaware limited liability company formed on August 10, 2010, pursuant to the provisions of the Delaware Limited Liability Company Act (“Act”).

     The Company may engage in any lawful business permitted by the Act, including without limitation, acquiring, constructing, developing, owning, operating, selling, leasing, financing, and otherwise dealing with real property and healthcare businesses. The term of the Company shall be perpetual.

ARTICLE I

OFFICES

     The principal office of the Company shall be designated from time to time by the Board of Managers. The Company may have offices in addition to its principal place of business as the business of the Company may require from time to time.

     The registered office of the Company 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 Managers.

ARTICLE II

MEMBERS

     SECTION 1. MEETINGS. The annual meeting of Members shall be designated by the Board of Managers, for the purpose of electing managers and for the transaction of such other business as may come before the meeting. If the election of managers 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 Members to be held as soon thereafter as may be convenient. Special meetings of the Members may be called by the Chairman of the Board, the President, by a majority of the members of the Board of Managers or by the holders of not less than one-fifth of the percentage ownership of the Company.

     SECTION 2. PLACE OF MEETING. The annual meeting, or any special meeting of the Members, shall be held in Nashville, Tennessee, unless otherwise designated by them. A waiver of notice, signed by all Members, may designate any place, either within or without the State, as the place for the holding of such meeting. If a special meeting be otherwise called, the place of meeting shall be the office of the Company in the State of Tennessee, except as otherwise provided in Section 5 of this Article.

     SECTION 3. NOTICE OF MEETINGS. When written or printed notice is required to be given to the Members, such notice shall be given 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 one hour nor more than forty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, the President, the Secretary, or the officer or persons calling the meeting, to each Member 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 in a sealed envelope addressed to the Member at his address as it appears on the records of the Company, with postage thereon prepaid. Notice of a meeting, either annual or special, called for the purpose of electing managers shall be delivered not less than two hours before the meeting.

     SECTION 4. MEETING OF ALL MEMBERS. If all of the Members shall meet at any time and place, either within or without the State, 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 percentage ownership of the Company, represented in person or by proxy, shall constitute a quorum at any meeting of Members; provided, that if less than a majority of the percentage ownership are represented at said meeting, a majority of the percentage ownership so represented may adjourn the meeting from time to time without further notice.

     SECTION 6. PROXIES. At all meetings of Members, a Member may vote by proxy executed in writing by the Member or by its duly authorized attorney-in-fact, Such proxy shall be filed with the Secretary of the Company 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 PERCENTAGE OWNERSHIP. Each percentage of the percentage ownership shall be entitled to one vote upon each matter submitted to a vote at a meeting of Members. Percentage ownership standing in the name of another company, domestic or foreign, may be voted by such officer, agent or proxy as the governing documents of such company may prescribe, or, in the absence of such provision, as such company’s management may determine In all elections of managers, every Member shall have the right to vote, in person or by proxy, one vote for each percentage of the percentage ownership owned by it, for as many persons as there are managers to be elected. All voting shall be on a non-cumulative basis, unless otherwise stated in the Articles of Organization or except as required by applicable state law.

     SECTION 8. INFORMAL ACTION BY MEMBERS. Any action required to be taken at a meeting of the Members 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 Members 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 Members entitled to vote thereon were present and voted with respect to the subject matter thereof.

ARTICLE III

MANAGERS

     SECTION 1. GENERAL POWERS. The business and affairs of the Company shall be managed by its Board of Managers.

     SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of managers of the Company shall be not less than one (1) nor more than ten (10), but may be increased by amendment of this LLC Agreement by the Members. Each manager 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. Managers need not be residents of the state of formation nor need they be the holder of any percentage ownership of the Company.

     SECTION 2.1 COMMITTEES OF THE BOARD. The Board of Managers may from time to time appoint such standing or special committees as it may deem for the best interest of the Company, but no such committee shall have any powers, except such as are expressly conferred upon it by the Board of Managers.

     SECTION 3. MEETINGS. A regular meeting of the Board of Managers shall be held without other notice than this LLC Agreement, immediately after, and at the same place, as the annual meeting of Members. Additional regular meetings of the Board of Managers may be held at any time and place designated by them. Special Meetings of the Board of Managers may be called by or at the request of the Chairman of the Board or a majority of the managers. Special meetings shall be held, unless otherwise designated by the Board of Managers, in Nashville, Tennessee. Meetings may be

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held by the managers participating in same by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation constitutes presence in person for all those participating. Whenever the Act authorizes or permits managers 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 managers at a meeting.

     SECTION 4. NOTICE. Notice of any special meeting shall be given at least two (2) hours prior thereto by written notice delivered personally or mailed to each manager at his business address, or by facsimile. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by facsimile, such notice shall be deemed to be delivered when the facsimile is transmitted. Any manager may waive notice of any meeting. The attendance of a manager at any meeting shall constitute a waiver of notice of such meeting, except where a manager 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 Managers need be specified in the notice or waiver of notice of such meeting.

     SECTION 5. QUORUM. A majority of the Board of Managers shall constitute a quorum for the transaction of business at any meeting of the Board of Managers, provided, that if less than a majority of the managers are present at said meeting, a majority of the managers present may adjourn the meeting from time to time without further notice.

     SECTION 6. MANNER OF ACTING. The act of the majority of the managers present at a meeting at which a quorum is present shall be the act of the Board of Managers. Any action required to be taken at a meeting of the Managers 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 Managers 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 Managers entitled to vote thereon were present and voted with respect to the subject matter thereof.

     SECTION 7. VACANCIES. Any vacancy occurring in the Board of Managers or in a position on the Board to be filled by reason of an increase in the number of managers, may be filled by election at an annual meeting or at a special meeting of Members called for that purpose. A manager elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

     SECTION 8. RESIGNATION OF MANAGERS. Any manager may resign at any time by giving written notice of such resignation to the Board of Managers, the Chairman of the Board 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 Managers or one of the above named officers; and, unless specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     SECTION 9. REMOVAL OF MANAGERS. At any special meeting of the Members, duly called as provided in this LLC Agreement, any manager or managers may, by the affirmative vote of the holders of a majority of all the percentage ownership entitled to vote for the election of managers, 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 10. COMPENSATION. Managers, as such, shall not receive any stated salaries for their services, but by resolution of the Board of Managers, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Managers; provided that nothing herein contained shall be construed to preclude any manager from serving the Company in any other capacity and receiving compensation therefor.

     SECTION 11. DELEGATION OF DUTIES TO CLINICAL BOARDS. The Board of Managers of the Company (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 Company and/or

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Partnership and retains ultimate responsibility for the Facility’s compliance with all applicable federal, state, and local laws and regulations. The Board of Managers 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 Managers has delegated to the Chief Executive Officer of the Company, in accordance with this Operating Agreement, the authority to appoint the Clinical Board. The Board of Managers has delegated to its officers, in accordance with this Operating Agreement, 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 Managers, while maintaining continuing communication with the Clinical Board and Medical Staff.

     The Board of Managers has appointed the Clinical Board to assist and advise the CEO and/or Administrator, the Board of Managers, 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 Managers 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 policies regarding such matters.

     The Board of Managers, 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 Managers 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 Managers, to overrule decisions made by the Clinical Board.

ARTICLE IV

OFFICERS

     SECTION I. CLASSES. The officers of the Company shall be a President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the Board of Managers, 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 the Board of Managers.

     SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Company shall be elected annually by the Board of Managers at the first meeting of the Board of Managers held after the annual meeting of Members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Vacancies may be filled or new offices created and filled at any meeting of the Board of Managers. 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.

     SECTION 3. REMOVAL. Any officer or agent elected or appointed by the Board of Managers may be removed by the Board of Managers whenever in its judgment the best interest of the Company would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

     SECTION 4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Managers for the unexpired portion of the term.

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     SECTION 5. PRESIDENT. The President shall have general charge of the business affairs and property of the Company and general supervision over its officers and agents, If present, he shall preside at all meetings of Members and he shall see that all orders and resolutions of the Board of Managers are carried into effect. He may sign and execute in the name of the Company deeds, mortgages, bonds, contracts, agreements or other instruments duly authorized by the Board of Managers except in cases where the signing and execution thereof shall be expressly delegated by the Board of Managers to some other officer or agent. From time to time, he shall report to the Board of Managers all matters within his knowledge which the interests of the Company may require to be brought to their attention. He shall also perform such other duties as are given to him by this LLC Agreement or as from time to time may be assigned to him by the Board of Managers.

     SECTION 6. VICE PRESIDENTS. The Vice Presidents shall perform such duties as are given to them by this LLC Agreement or as from time to time may be assigned to them by the Board of Managers, the Chairman of the Board, or the President, and, in the order of their seniority, or in any other order as the Board of Managers 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 Company, deeds, mortgages, bonds and other instruments.

     SECTION 7. SECRETARY. The Secretary shall:

     (a) Record all the proceedings of the meetings of the Members, the Board of Managers, 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 this LLC Agreement and as required by statutes;

     (c) Whenever any committee shall be appointed in pursuance of a resolution of the Board of Managers, furnish the Chairman of such committee with a copy of such resolution;

     (d) Be custodian of the records and of the seal of the Company, and cause such seal to be affixed to all instruments the execution of which on behalf of the Company 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 ownership records of the Company and exhibit such records at all reasonable times to such persons as are entitled by statute to have access thereto;

     (g) In general, perform all duties incident to the office of the Secretary and such other duties as are given to him by this LLC Agreement or as from time to time may be assigned to him by the Board of Managers, the Chairman of the Board or the President.

     SECTION 8. ASSISTANT SECRETARIES. 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 Managers or the Chairman of the Board 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. The Assistant Secretaries shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Secretary.

     SECTION 9. TREASURER. If required by the Board of Managers, 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 Managers shall determine. He shall: (a) have charge and custody of and be responsible for all funds and securities of the Company; receive and give receipts for moneys due and payable to the Company from any source whatsoever, and deposit all such moneys in the

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name of the Company in such banks, trust companies, or other depositaries as shall be selected in accordance with the provisions of Article V of this LLC Agreement; (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 Managers, the Chairman of the Board or the President.

     SECTION 10. ASSISTANT TREASURERS. 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 Managers or the Chairman of the Board 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. The Assistant Treasurers shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Treasurer.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

     SECTION 1. CONTRACTS. The Board of Managers 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 Company and such authority may be general or confined to specific instances.

     SECTION 2. LOANS. No loans shall be contracted on behalf of the Company and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Managers. 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 Company shall be signed by such officer or officers, agent or agents, of the Company and in such manner as shall from time to time be determined by resolution of the Board of Managers.

     SECTION 4. DEPOSITS. All funds of the Company not otherwise employed shall be deposited from time to time to the credit of the Company in such banks, trust companies, or other depositaries as the Board of Managers may select.

ARTICLE VI

TRANSFER OF PERCENTAGE OWNERSHIP

     Transfers of percentage ownership of the Company shall be made only on the books of the Company. The person in whose name percentage ownership stands on the books of the Company shall be deemed the owner thereof for all purposes as regards the Company.

ARTICLE VII

FISCAL YEAR

     The fiscal year of the Company 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 Managers.

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ARTICLE VIII

DISTRIBUTIONS

     Prior to the dissolution of the Company, no Member shall have the right to receive any distributions of or return of its capital contribution. All distributions and all allocations of income, gains, losses and credits shall be made in accordance with the percentage ownership of the Members. The Board of Managers may from time to time declare, and the Company may pay, dividends on its percentage ownership in the manner and upon the terms and conditions provided by law and its Articles of Organization. The Members shall not be required to make any additional contributions of capital to the Company, although the Members may from time to time agree to make additional contributions to the Company.

ARTICLE X

SEAL

     The Board of Managers may provide a company seal in such form as the Board of Managers may prescribe.

ARTICLE X

WAIVER OF NOTICE

     Whenever any notice whatsoever is required to be given under the provisions of this LLC Agreement, or under the provisions of the Certificate of Formation, or under the provisions of the Act, 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.

ARTICLE XI

INDEMNIFICATION OF OFFICERS AND MANAGERS

     The Company shall indemnify its officers and managers against all reasonable expenses 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 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 shall extend 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 shall also extend 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 shall not be 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 or managers.

ARTICLE XII

AMENDMENTS

     The Members may alter, amend or rescind this LLC Agreement at any annual or special meeting of Members at which a quorum is present, by the vote of a majority of the percentage ownership represented at such meeting, provided that the notice of such meeting shall have included notice of such proposed amendment. The Board of Managers shall have the power and authority to alter, amend or rescind the LLC Agreement of the Company at any regular or special

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meeting at which a quorum is present by the vote of a majority of the entire Board of Managers, subject always to the power of the Members to change such action of the managers.

     Executed this 10^th day of August, 2010.

SOUTHWESTERN MEDICAL CENTER, LLC Sole Member
By: Name:	/s/ Howard T. Wall Howard T. Wall
Title:	VP and Secretary

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EX-3.91

EXHIBIT 3.91

PAGE 1

Delaware

The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF “SOUTHWESTERN SURGICAL AFFILIATES LLC”, FILED IN THIS OFFICE ON THE TWENTY-EIGHTH DAY OF AUGUST, A. D. 2008, AT 8:31 O’CLOCK P.M.

/s/ Harriett Smith Windsor  

Harriet Smith Windsor, Secretary of State 

4593828     8100	AUTHENTICATION: 6722648
080912729	Date: 08-29-08

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
DELIVERED 08:36 pm 08/28/2008
SRV 080912729 — 4593828 FILE

CERTIFICATE OF INCORPORATION
OF
SOUTHWESTERN SURGICAL AFFILIATES LLC

     Pursuant to Section 18-201 of the Delaware Limited Liability Company Act (the “Act”), the undersigned, desiring to form a limited liability company, does hereby certify as follows:

     1. The name of the limited liability company is SOUTHWESTERN SURGICAL AFFILIATES LLC (the “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, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

     3. The LLC shall have the power and authority to carry on any business permitted by, and to have and exercise all of the powers and rights conferred by, the Act as amended from time to time or any successor provisions thereto.

     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 28^th day of August, 2008.

/s/ David C. Head  

David C. Head, Authorized Person 

EX-3.92

EXHIBIT 3.92

LIMITED LIABILITY COMPANY AGREEMENT
OF
SOUTHWESTERN SURGICAL AFFILIATES, LLC

     The undersigned hereby executes this Limited Liability Company Agreement (“LLC Agreement”) as the sole member (“Member”) of Southwestern Surgical Affiliates LLC (the “Company”), a Delaware limited liability company formed on August 28, 2008, pursuant to the provisions of the Delaware Limited Liability Company Act (“Act”).

     The Company may engage in any lawful business permitted by the Act, including without limitation, acquiring, constructing, developing, owning, operating, selling, leasing, financing, and otherwise dealing with real property and healthcare businesses. The term of the Company shall be perpetual.

ARTICLE I

OFFICES

     The principal office of the Company shall be designated from time to time by the Board of Managers. The Company may have offices in addition to its principal place of business as the business of the Company may require from time to time.

     The registered office of the Company 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 Managers.

ARTICLE II

MEMBERS

     SECTION 1. MEETINGS. The annual meeting of Members shall be designated by the Board of Managers, for the purpose of electing managers and for the transaction of such other business as may come before the meeting. If the election of managers 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 Members to be held as soon thereafter as may be convenient. Special meetings of the Members may be called by the Chairman of the Board, the President, by a majority of the members of the Board of Managers or by the holders of not less than one-fifth of the percentage ownership of the Company.

     SECTION 2. PLACE OF MEETING. The annual meeting, or any special meeting of the Members, shall be held in Nashville, Tennessee, unless otherwise designated by them. A waiver of notice, signed by all Members, may designate any place, either within or without the State, as the place for the holding of such meeting. If a special meeting be otherwise called, the place of meeting shall be the office of the Company in the State of Tennessee, except as otherwise provided in Section 5 of this Article.

     SECTION 3. NOTICE OF MEETINGS. When written or printed notice is required to be given to the Members, such notice shall be given 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 one hour nor more than forty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, the President, the Secretary, or the officer or persons calling the meeting, to each Member 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 in a sealed envelope addressed to the Member at his address as it appears on the records of the Company, with postage thereon prepaid. Notice of a meeting, either annual or special, called for the purpose of electing managers shall be delivered not less than two hours before the meeting.

     SECTION 4. MEETING OF ALL MEMBERS. If all of the Members shall meet at any time and place, either within or without the State, 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 percentage ownership of the Company, represented in person or by proxy, shall constitute a quorum at any meeting of Members; provided, that if less than a majority of the percentage ownership are represented at said meeting, a majority of the percentage ownership so represented may adjourn the meeting from time to time without further notice.

     SECTION 6. PROXIES. At all meetings of Members, a Member may vote by proxy executed in writing by the Member or by its duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Company 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 PERCENTAGE OWNERSHIP. Each percentage of the percentage ownership shall be entitled to one vote upon each matter submitted to a vote at a meeting of Members. Percentage ownership standing in the name of another company, domestic or foreign, may be voted by such officer, agent or proxy as the governing documents of such company may prescribe, or, in the absence of such provision, as such company’s management may determine. In all elections of managers, every Member shall have the right to vote, in person or by proxy, one vote for each percentage of the percentage ownership owned by it, for as many persons as there are managers to be elected. All voting shall be on a non-cumulative basis, unless otherwise stated in the Articles of Organization or except as required by applicable state law.

     SECTION 8. INFORMAL ACTION BY MEMBERS. Any action required to be taken at a meeting of the Members 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 Members 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 Members entitled to vote thereon were present and voted with respect to the subject matter thereof.

ARTICLE III

MANAGERS

     SECTION 1. GENERAL POWERS. The business and affairs of the Company shall be managed by its Board of Managers.

     SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of managers of the Company shall be not less than one (1) nor more than ten (10), but may be increased by amendment of this LLC Agreement by the Members. Each manager 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. Managers need not be residents of the state of formation nor need they be the holder of any percentage ownership of the Company.

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     SECTION 2.1 COMMITTEES OF THE BOARD. The Board of Managers may from time to time appoint such standing or special committees as it may deem for the best interest of the Company, but no such committee shall have any powers, except such as are expressly conferred upon it by the Board of Managers.

     SECTION 3. MEETINGS. A regular meeting of the Board of Managers shall be held without other notice than this LLC Agreement, immediately after, and at the same place, as the annual meeting of Members. Additional regular meetings of the Board of Managers may be held at any time and place designated by them. Special Meetings of the Board of Managers may be called by or at the request of the Chairman of the Board or a majority of the managers. Special meetings shall be held, unless otherwise designated by the Board of Managers, in Nashville, Tennessee. Meetings may be held by the managers participating in same by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation constitutes presence in person for all those participating. Whenever the Act authorizes or permits managers 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 managers at a meeting.

     SECTION 4. NOTICE. Notice of any special meeting shall be given at least two (2) hours prior thereto by written notice delivered personally or mailed to each manager at his business address, or by facsimile. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by facsimile, such notice shall be deemed to be delivered when the facsimile is transmitted. Any manager may waive notice of any meeting. The attendance of a manager at any meeting shall constitute a waiver of notice of such meeting, except where a manager 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 Managers need be specified in the notice or waiver of notice of such meeting.

     SECTION 5. QUORUM. A majority of the Board of Managers shall constitute a quorum for the transaction of business at any meeting of the Board of Managers, provided, that if less than a majority of the managers are present at said meeting, a majority of the managers present may adjourn the meeting from time to time without further notice.

     SECTION 6. MANNER OF ACTING. The act of the majority of the managers present at a meeting at which a quorum is present shall be the act of the Board of Managers. Any action required to be taken at a meeting of the Managers 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 Managers 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 Managers entitled to vote thereon were present and voted with respect to the subject matter thereof.

     SECTION 7. VACANCIES. Any vacancy occurring in the Board of Managers or in a position on the Board to be filled by reason of an increase in the number of managers, may be filled by election at an annual meeting or at a special meeting of Members called for that purpose. A manager elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

     SECTION 8. RESIGNATION OF MANAGERS. Any manager may resign at any time by giving written notice of such resignation to the Board of Managers, the Chairman of the Board 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 Managers or one of the above named officers; and,

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unless specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     SECTION 9. REMOVAL OF MANAGERS. At any special meeting of the Members, duly called as provided in this LLC Agreement, any manager or managers may, by the affirmative vote of the holders of a majority of all the percentage ownership entitled to vote for the election of managers, 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 10. COMPENSATION. Managers, as such, shall not receive any stated salaries for their services, but by resolution of the Board of Managers, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Managers; provided that nothing herein contained shall be construed to preclude any manager from serving the Company in any other capacity and receiving compensation therefor.

     SECTION 11. DELEGATION OF DUTIES TO CLINICAL BOARDS. The Board of Managers of the Company (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 Company 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 Managers 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 Managers has delegated to the Chief Executive Officer of the Company, in accordance with this Operating Agreement, the authority to appoint the Clinical Board. The Board of Managers has delegated to its officers, in accordance with this Operating Agreement, 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 Managers, while maintaining continuing communication with the Clinical Board and Medical Staff.

     The Board of Managers has appointed the Clinical Board to assist and advise the CEO and/or Administrator, the Board of Managers, 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 Managers 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 policies regarding such matters.

     The Board of Managers, 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 Managers 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 Managers, to overrule decisions made by the Clinical Board.

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ARTICLE IV

OFFICERS

     SECTION 1. CLASSES. The officers of the Company shall be a President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the Board of Managers, 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 the Board of Managers.

     SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Company shall be elected annually by the Board of Managers at the first meeting of the Board of Managers held after the annual meeting of Members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Vacancies may be filled or new offices created and filled at any meeting of the Board of Managers. 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.

     SECTION 3. REMOVAL. Any officer or agent elected or appointed by the Board of Managers may be removed by the Board of Managers whenever in its judgment the best interest of the Company would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

     SECTION 4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Managers for the unexpired portion of the term.

     SECTION 5. PRESIDENT. The President shall have general charge of the business affairs and property of the Company and general supervision over its officers and agents, If present, he shall preside at all meetings of Members and he shall see that all orders and resolutions of the Board of Managers are carried into effect. He may sign and execute in the name of the Company deeds, mortgages, bonds, contracts, agreements or other instruments duly authorized by the Board of Managers except in cases where the signing and execution thereof shall be expressly delegated by the Board of Managers to some other officer or agent. From time to time, he shall report to the Board of Managers all matters within his knowledge which the interests of the Company may require to be brought to their attention. He shall also perform such other duties as are given to him by this LLC Agreement or as from time to time may be assigned to him by the Board of Managers.

     SECTION 6. VICE PRESIDENTS. The Vice Presidents shall perform such duties as are given to them by this LLC Agreement or as from time to time may be assigned to them by the Board of Managers, the Chairman of the Board, or the President, and, in the order of their seniority, or in any other order as the Board of Managers 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 Company, deeds, mortgages, bonds and other instruments.

     SECTION 7. SECRETARY. The Secretary shall:

     (a) Record all the proceedings of the meetings of the Members, the Board of Managers, and any committees in a book or books to be kept for that purpose;

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     (b) Cause all notices to be duly given in accordance with the provisions of this LLC Agreement and as required by statutes;

     (c) Whenever any committee shall be appointed in pursuance of a resolution of the Board of Managers, furnish the Chairman of such committee with a copy of such resolution;

     (d) Be custodian of the records and of the seal of the Company, and cause such seal to be affixed to all instruments the execution of which on behalf of the Company 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 ownership records of the Company and exhibit such records at all reasonable times to such persons as are entitled by statute to have access thereto;

     (g) In general, perform all duties incident to the office of the Secretary and such other duties as are given to him by this LLC Agreement or as from time to time may he assigned to him by the Board of Managers, the Chairman of the Board or the President.

     SECTION 8. ASSISTANT SECRETARIES. 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 Managers or the Chairman of the Board 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. The Assistant Secretaries shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Secretary.

     SECTION 9. TREASURER. If required by the Board of Managers, 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 Managers shall determine. He shall: (a) have charge and custody of and be responsible for all funds and securities of the Company; receive and give receipts for moneys due and payable to the Company from any source whatsoever, and deposit all such moneys in the name of the Company in such banks, trust companies, or other depositaries as shall be selected in accordance with the provisions of Article V of this LLC Agreement; (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 Managers, the Chairman of the Board or the President.

     SECTION 10. ASSISTANT TREASURERS. 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 Managers or the Chairman of the Board 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. The Assistant Treasurers shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Treasurer.

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ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

     SECTION 1. CONTRACTS. The Board of Managers 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 Company and such authority may be general or confined to specific instances.

     SECTION 2. LOANS. No loans shall be contracted on behalf of the Company and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Managers. 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 Company shall be signed by such officer or officers, agent or agents, of the Company and in such manner as shall from time to time be determined by resolution of the Board of Managers.

     SECTION 4. DEPOSITS. All funds of the Company not otherwise employed shall be deposited from time to time to the credit of the Company in such banks, trust companies, or other depositaries as the Board of Managers may select.

ARTICLE VI

TRANSFER OF PERCENTAGE OWNERSHIP

     Transfers of percentage ownership of the Company shall be made only on the books of the Company. The person in whose name percentage ownership stands on the books of the Company shall be deemed the owner thereof for all purposes as regards the Company.

ARTICLE VII

FISCAL YEAR

     The fiscal year of the Company 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 Managers.

ARTICLE VIII

DISTRIBUTIONS

     Prior to the dissolution of the Company, no Member shall have the right to receive any distributions of or return of its capital contribution. All distributions and all allocations of income, gains, losses and credits shall be made in accordance with the percentage ownership of the Members. The Board of Managers may from time to time declare, and the Company may pay, dividends on its percentage ownership in the manner and upon the terms and conditions provided by law and its Articles of Organization. The Members shall not be required to make any additional contributions of capital to the Company, although the Members may from time to time agree to make additional contributions to the Company.

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ARTICLE IX

SEAL

     The Board of Managers may provide a company seal in such form as the Board of Managers may prescribe.

ARTICLE X

WAIVER OF NOTICE

     Whenever any notice whatsoever is required to be given under the provisions of this LLC Agreement, or under the provisions of the Certificate of Formation, or under the provisions of the Act, 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.

ARTICLE XI

INDEMNIFICATION OF OFFICERS AND MANAGERS

     The Company shall indemnify its officers and managers against all reasonable expenses 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 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 shall extend 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 shall also extend 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 shall not be 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 or managers.

ARTICLE XII

AMENDMENTS

     The Members may alter, amend or rescind this LLC Agreement at any annual or special meeting of Members at which a quorum is present, by the vote of a majority of the percentage ownership represented at such meeting, provided that the notice of such meeting shall have included notice of such proposed amendment. The Board of Managers shall have the power and authority to alter, amend or rescind the LLC Agreement of the Company at any regular or special meeting at which a quorum is present by the vote of a majority of the entire Board of Managers, subject always to the power of the Members to change such action of the managers.

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     Executed and effective this ____ day of August, 2008.

SOUTHWESTERN MEDICAL CENTER, LLC Sole Member
By: Name:	/s/ Howard T. Wall, III Howard T. Wall, III
Title:	Vice President and Secretary

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EX-3.93

EXHIBIT 3.93

[SEAL]

STATE OF TENNESSEE
Tre Hargett, Secretary of State
Division of Business Services
312 Rosa L. Parks Avenue
6^th Floor, William R. Snodgrass Tower
Nashville, TN 37243

WALLER LANSDEN DORTCH & DAVIS LLP
511 UNION STREET
SUITE 2700
Nashville, TN 37219 USA

Request Type: Certified Copies	Issuance Date: 04/30/2010
Request #: 12922	Copies Requested: 1

Document Receipt

Receipt # : 177921          Filing Fee:	$	20.00
Payment-Account — WALLER LANSDEN DORTCH & DAVIS LLP, Nashville, TN	$	20.00

I, Tre Hargett, Secretary of State of the State of Tennessee, do hereby certify that SP ACQUISITION CORP., Control # 188298 was formed or qualified to do business in the State of Tennessee on 04/30/1987. SP ACQUISITION CORP. has a home jurisdiction of Davidson County and is currently in an Active status.

/s/ Tre Hargett  

Tre Hargett, Secretary of State 

Business Services Division 

The attached document(s) was/were filed in this office on the date(s) indicated below:

Reference #	Date Filed	Filing Description
684 00886	04/30/1987	Initial Filing
724 00768	11/19/1987	Articles of Amendment
725 02695	11/30/1987	Registered Agent Change (by Entity)
2229-0012	07/25/1991	Assumed Name
3039-2670	08/07/1995	Registered Agent Change (by Entity)
3066-2056	10/19/1995	CMS Annual Report Update
3151-2347	03/29/1996	CMS Annual Report Update
3191-2147	07/09/1996	Assumed Name Renewal
3209-2250	08/29/1996	Assumed Name
3214-0034	09/05/1996	Assumed Name Cancellation
3280-1368	01/29/1997	Merger — Survivor
3296-1280	02/26/1997	CMS Annual Report Update
3299-0166	03/04/1997	Assumed Name
3358-0165	06/27/1997	Assumed Name
3775-0233	12/02/1999	Assumed Name Change

Phone 615-741-6488 * Fax (615) 741-7310 * Website: http://tnbear.tn.gov/

The attached document(s) was/were filed in this office on the date(s) indicated below:

Reference #	Date Filed	Filing Description
3904-0007	05/08/2000	Registered Agent Change (by Agent)
4010-1495	09/20/2000	Assumed Name Cancellation
4010-1496	09/20/2000	Assumed Name Cancellation
4152-1191	03/20/2001	2000 Annual Report (Due 04/01/2001)
4371-0184	12/18/2001	Registered Agent Change (by Entity)
4517-0542	05/30/2002	Assumed Name Renewal
4786-3338	04/07/2003	2002 Annual Report (Due 04/01/2003)
5243-0482	09/27/2004	Registered Agent Change (by Agent)
5743-0815	03/30/2006	2005 Annual Report (Due 04/01/2006)
5787-2165	05/12/2006	Articles of Correction
6098-2713	07/23/2007	Assumed Name
6497-1682	03/31/2009	Assumed Name
6574-1406	07/24/2009	Assumed Name

Phone 615-741-6488 * Fax (615) 741-7310 * Website: http://tnbear.tn.gov/

CHARTER
OF
SP ACQUISITION CORP.

     The undersigned natural persons, having capacity of contract and acting as the incorporators of a corporation under the Tennessee General Corporation Act, adopt the following Charter for such corporation:

     1. The name of the corporation is SP Acquisition Corp.

     2. The duration of the corporation is perpetual.

     3. The address of the principal office of the corporation in the State of Tennessee shall be One Park Plaza, Nashville, County of Davidson.

     4. The corporation is for profit.

     5. The purposes for which the corporation is organized are:

          (a) To purchase, lease, or otherwise acquire, to operate, and to sell, lease, or otherwise dispose of hospitals, convalescent homes, nursing homes and other institutions for the medical care and treatment of patients; to purchase, manufacture, or prepare and to sell or otherwise __________ in, as principal or as agent, medical equipment or supplies; to construct, or lease, and to operate restaurants, drug stores, gift shops, office buildings, and other facilities in connection with hospitals or other medical facilities owned or operated by it; to engage in any other act or acts which a corporation may perform for a lawful purpose or purposes.

          (b) To consult with owners of hospitals and all other types of health care or medically-oriented facilities or managers thereof regarding any matters related to the construction, design, ownership, staffing or operation of such facilities.

          (c) To provide consultation, advisory and management services to any business, whether corporation, trust, association, partnership, joint venture or proprietorship.

          (d) To engage in any lawful businesses which are directly or indirectly related to the above purposes.

     6. The maximum number of shares which the corporation shall have the authority to issue is One Thousand (1,000) shares of Common Stock, par value of $1.00 per share.

     7. The corporation will not commence business until the consideration of One Thousand Dollars ($1,000) has been received for the issuance of shares.

     8. (a) The shareholders of this corporation shall have none of the preemptive rights set forth in the Tennessee General Corporation Act.

          (b) The initial bylaws of this corporation shall be adopted by the incorporations hereof, and thereafter, the bylaws of this corporation may be amended, repealed or adopted by a majority of the outstanding shares of capital stock.

          (c) This corporation shall have the right and power to purchase and hold shares of its capital stock; provided, however, that such purchase, whether direct or indirect, shall be made only the extent of unreserved and unrestricted capital surplus.

     Dated as of April 28, 1987

/s/ Bettye D. Daugherty  

Bettye D. Daugherty 

/s/ Vivian D. West  

Vivian D. West 

Filed Secretary of State
April 30, 1987 — 9:31 AM
684 0886

ARTICLES OF AMENDMENT TO THE CHARTER
OF
SP ACQUISITION CORP.

     Pursuant to the provisions of Section 48-1-303 of the Tennessee General Corporation Act, the undersigned corporation adopts the following Articles of Amendment to its Charter:

     1. The name of the corporation is SP Acquisition Corp.

     2. The amendment adopted is: The address of the corporation’s principal office in the State of Tennessee is changed to 4525 Harding Road, Nashville, Tennessee 37205.

     3. The amendment as duly adopted by the unanimous written consent of the Board of Directors on November 16, 1987.

     4. This amendment will not effect issued shares.

     5. This amendment is to be effective when these articles are filed by the Secretary of State.

Dated: November 16, 1987	SP ACQUISITION CORP.
	By:	/s/ Charles R. Gaston
		Charles R. Gaston, Secretary

Filed
Secretary of State
1987 November 19 PM 2:22

EX-3.94

EXHIBIT 3.94

Adopted December 17, 2002

BY-LAWS
OF
SP ACQUISITION CORP.

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.

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     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 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.

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     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 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.

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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 he 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.

     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 he 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 arc 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

5

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 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.

6

     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.

ARTICLE VI

CERTIFICATES FOR SHARES AND THEN 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.

7

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.

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-3.95

EXHIBIT 3.95

Secretary of State
Corporations Section
James K. Polk Building, Suite 1800
Nashville, Tennessee 37243-0306

DATE: 12/20/94
REQUEST NUMBER: 2929-0721
TELEPHONE CONTACT: (615) 741-0537
FILE DATE/TIME: 12/20/94 1200
EFFECTIVE DATE/TIME: 12/20/94 1630
CONTROL NUMBER: 0287819

TO: [MAIL]

BOULT CUMMINGS, CONNERS & BERRY
P.O. BOX 198062
NASHVILLE, TN 37219

RE:

SPARTA HOSPITAL CORPORATION
CHARTER — FOR PROFIT

     CONGRATULATIONS UPON THE INCORPORATION OF THE ABOVE ENTITY IN THE STATE OF TENNESSEE, WHICH IS EFFECTIVE AS INDICATED.

     A CORPORATION ANNUAL REPORT MUST BE FILED WITH THE SECRETARY OF STATE ON OR BEFORE THE FIRST DAY OF THE FOURTH MONTH FOLLOWING THE CLOSE OF THE CORPORATION’S FISCAL YEAR. ONCE THE FISCAL YEAR HAS BEEN ESTABLISHED, PLEASE PROVIDE THIS OFFICE WITH THE WRITTEN NOTIFICATION. THIS OFFICE WILL MAIL THE REPORT DURING THE LAST MONTH OF SAID FISCAL YEAR TO THE CORPORATION AT THE ADDRESS OF ITS PRINCIPAL OFFICE OR TO A MAILING ADDRESS. PROVIDED TO THIS OFFICE IN WRITING. FAILURE TO FILE THIS REPORT OR TO MAINTAIN A REGISTERED AGENT AND OFFICE WILL SUBJECT THE CORPORATION TO ADMINISTRATIVE DISSOLUTION.

     WHEN CORRESPONDING WITH THIS OFFICE OR SUBMITTING DOCUMENTS FOR FILING, PLEASE REFER TO THE CORPORATION CONTROL NUMBER GIVEN ABOVE. PLEASE BE ADVISED THAT THIS DOCUMENT MUST ALSO BE FILED IN THE OFFICE OF THE REGISTER OF DEEDS IN THE COUNTY WHEREIN A CORPORATION HAS ITS PRINCIPAL OFFICE IF SUCH PRINCIPAL OFFICE IS IN TENNESSEE.

FOR: CHARTER – FOR PROFIT ON DATE: 12/19/94

FROM:
BOULT, CUMMINGS, CONNERS & BERRY
P. O. Box 198062
NASHVILLE, TN 37219-0000

FEES

RECEIVED:	$	50.00	$	50.00
TOTAL PAYMENT RECEIVED:			$	100.00
RECEIPT NUMBER:				00001725601
ACCOUNT NUMBER:				00000413

[SEAL] /s/ Riley C. Darnell   Riley C. Darnell, Secretary of State

CHARTER

OF

SPARTA HOSPITAL CORPORATION

     The undersigned natural person of the age of eighteen years or more, acting as incorporator of a corporation under the Tennessee Business Corporation Act, as amended, hereby adopts the following charter for such corporation:

     ARTICLE ONE: The name of the Corporation is Sparta Hospital Corporation.

     ARTICLE TWO: The period of its duration is perpetual.

     ARTICLE THREE: The corporation is for profit.

     ARTICLE FOUR: The purpose for which the Corporation is organized is to engage in the transaction of any or all lawful business for which corporations may be incorporated under the Tennessee Business Corporation Act (the “Tennessee Code”).

     ARTICLE FIVE: The aggregate number of shares which the Corporation shall have authority to issue is One Thousand (1,000) shares of $.01 par value per share common stock.

     ARTICLE SIX: The Corporation will not commence business until it has received for the issuance of its shares consideration of the value of at least One Thousand Dollars ($1,000), consisting of money, labor done or property actually received.

     ARTICLE SEVEN: The Street address of its initial registered office is 306 Guy Street, Suite 200, Nashville, Davidson County, Tennessee 37201 and the name of its initial registered agent at such address is Corporation Service Company.

     ARTICLE EIGHT: The complete address of the corporation’s principal office is 155 Franklin Road, Suite 400, Brentwood, Williamson County, Tennessee 37027.

     ARTICLE NINE: Election of the Directors need not be by written ballot unless the Bylaws of the corporation shall so provide.

     ARTICLE TEN: The name and address of the incorporator is:

Robin J. Payton
414 Union Street, Suite 1600
Nashville, TN 37219

     ARTICLE ELEVEN: To the greatest extent permitted by Tennessee law, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 48-18-304 of the Tennessee Code or (iv) for any transaction from which the director derives an improper personal benefit. If the Tennessee Code is amended hereafter 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 Tennessee Code, as so amended.

     Any repeal or modification of the foregoing paragraph 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.

     ARTICLE TWELVE: A. Rights to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, or is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director or officer 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 Tennessee Code 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, without limitation, attorneys’ fees, judgments, fines, excise taxes or penalties and amounts paid or to be paid in settlement) incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue with respect to an indemnitee who has ceased to be a director or officer and shall inure to the benefit of the indemnitee’s heirs, executors and administrators; provided, however, that except as provided in paragraph (B) hereof with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding initiated by such indemnitee only if such proceeding was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Article shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the Tennessee Code requires, an advancement of expenses incurred by an indemnitee 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 Article or otherwise.

     B. Right of Indemnitee to Bring Suit. If a claim under paragraph (A) of this Article is not paid in full by the Corporation within sixty days after a written claim has been received by the Corporation (except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty days), the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, the indemnitee shall also be entitled to be paid the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met the applicable standard of conduct set forth in the Tennessee Code. 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 suit that indemnification of the indemnitee has met the applicable standard of conduct set forth in the Tennessee Code, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or its stockholders) that the indemnitee has not met such applicable standard of conduct, or in the case of such a suit brought by the indemnitee, shall be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled under this Article or otherwise to be indemnified, or to such advancement of expenses, shall be on the Corporation.

     C. Non-Exclusivity of Rights. The rights to indemnification and to the advancement of expenses conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under this Certificate of Incorporation or any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

     D. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any indemnitee against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Tennessee Code.

     E. Indemnity of Employees and Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article or as otherwise permitted under the Tennessee Code with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.

     ARTICLE THIRTEEN: The Bylaws of the Corporation may be altered, amended or repealed or new Bylaws may be adopted by the board of directors.

     IN WITNESS WHEREOF, I have hereunto set my hand, this 20^th day of December, 1994.

/s/ Robin J. Payton Robin J. Payton, Incorporator

414 Union Street

Suite 1600

Nashville, TN 37219

BK 1257 PG 113
Filed December 20, 1994 12:00

STATE OF TENNESSEE, COUNTY OF WILLIAMSON
RECEIVED FOR RECORD THE 03 DAY OF JANUARY
1995 AT 0801 A.M. __________ 122348
RECORDED IN OFFICIAL RECORDS
BOOK 1257 Page 112-117
NOTEBOOK 54 page 47
STATE TX $.00 CLERKS FEE $.00
RECORDING $5.00 — Total $5.00
REGISTER OF DEEDS: SADIE WADE
DEPUTY REGISTER; ANGELA MAY

Secretary of State	DATE: 03/03/08
Division of Business Services	REQUEST NUMBER: 6232-0664
312 Eighth Avenue North	TELEPHONE CONTRACT: (615) 741-2286
6th Floor, William R. Snodgrass Tower	FILE DATE/TIME: 03/03/08 1544
Nashville, Tennessee 37243	EFFECTIVE DATE/TIME: 03/03/08 1630
	CONTROL NUMBER: 0287819

TO: WALLER LANSDEN DORTCH & DAVIS
511 UNION ST/#2700
PO BOX 198966
NASHVILLE, TN 37219-8966

      RE: SPARTA HOSPITAL CORPORATION
ARTICLES OF AMENDMENT TO THE CHARTER

     THIS WILL ACKNOWLEDGE THE FILING OF THE ATTACHED DOCUMENT WITH AN EFFECTIVE DATE AS INDICATED ABOVE.

     WHEN CORRESPONDING WITH THIS OFFICE OR SUBMITTING DOCUMENTS FOR FILING, PLEASE REFER TO THE CORPORATION CONTROL NUMBER GIVEN ABOVE.

     PLEASE BE ADVISED THAT THIS DOCUMENT MUST ALSO BE FILED IN THE OFFICE OF THE REGISTER OF DEEDS IN THE COUNTY WHEREIN A CORPORATION HAS ITS PRINCIPAL OFFICE IF SUCH PRINCIPAL OFFICE IS IN TENNESSEE.

BK/PG: 4505/647-648
08009261
Charter
03/06/2008 11;57 A.M.
Batch 119247
Mtg Tax	0.00
Trn Tax	0.00
REC Fee	5.00
DP Fee	2.00
Reg Fee	0.00
Total	7.00

FOR: ARTICLES OF AMENDMENT TO THE CHARTER ON DATE: 03/03/08

FROM:
Waller Lansden Dortch & Davis, LLP
511 Union Street, Suite 2700
P. O. Box 198966
Nashville, TN 37219-8966

FEES

RECEIVED:	$	20.00	$	0.00
TOTAL PAYMENT RECEIVED:			$	20.00
RECEIPT NUMBER:				00004342310
ACCOUNT NUMBER:				00000832

[SEAL] /s/ Riley C. Darnell   Riley C. Darnell, Secretary of State

ARTICLES OF AMENDMENT

TO THE CHARTER OF

SPARTA HOSPITAL CORPORATION

     To the Secretary of the State of Tennessee:

     In accordance with the provisions of Section 48-20-106 of the Tennessee Business Corporation Act (the “Act”), Sparta Hospital Corporation (the “Corporation”), organized and existing under and by virtue of the provisions of the Act and all amendments thereto, does hereby submit this Amendment to its Charter:

1.	The name of the Corporation is Sparta Hospital Corporation.
2.	Article 7 of the Charter is deleted in its entirety and the following is substituted in lieu thereof:
	The street address of its registered office is 800 S. Gay Street, Suite 2021, Knoxville, Tennessee 37929, and the name of its registered agent at such address is CT Corporation System.
3.	Article 8 of the Charter is deleted in its entirety and the following is substituted in lieu thereof:
	The complete address of the corporation’s principal office is 501 Corporate Centre, Suite 200, Franklin, Tennessee 37067.

     4. This amendment was duly authorized and adopted by the Board of Directors of the Corporation by written consent action taken effective as of February 29, 2008. The foregoing amendment did not require shareholder approval.

SPARTA HOSPITAL CORPORATION

/s/ Denise W. Warren Name: Denise W. Warren

Title: Vice President and Secretary

     Dated: February 29, 2008

FILED
RECEIVED BY THE STATE OF TENNESSEE
2008 MAR 03 PM 3:44
RILEY DARRELL
SECRETARY OF STATE

6232 - 0664

EX-3.96

EXHIBIT 3.96

Adopted: March 1, 2008

AMENDED AND RESTATED
BY-LAWS
OF
SPARTA HOSPITAL CORPORATION

ARTICLE I

OFFICES

     The principal office of Sparta Hospital Corporation (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.

2

     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 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.

3

     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 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.

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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.

     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

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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 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.

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     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.

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.

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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.

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-3.97

EXHIBIT 3.97

Delaware

The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF FORMATION OF “ST. MARY’S HOLDINGS, LLC”, FILED IN THIS OFFICE ON THE THIRTIETH DAY OF DECEMBER, A.D. 2008, AT 3:52 O’CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF FORMATION IS THE FIRST DAY OF JANUARY, A.D. 2009.

/s/ Harriett Smith Windsor Harriet Smith Windsor, Secretary of State

4639514 8100	AUTHENTICATION: 7053907
081239770	Date: 12-30-08

CERTIFICATE OF FORMATION
OF
ST. MARY’S HOLDINGS, LLC

     Pursuant to Section 18-201 of the Delaware Limited Liability Company Act (the “Act”), the undersigned, desiring to form a limited liability company, does hereby certify as follows:

     1. The name of the limited liability company is ST. MARY’S HOLDINGS, LLC (the “Company”).

     2. The address of its registered office in the State of Delaware is: Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

     3. The Company shall have the power and authority to carry on any business permitted by, and to have and exercise all of the powers and rights conferred by, the Act as amended from time to time or any successor provisions thereto.

     4. This Certificate of Formation shall be effective on January 1. 2009.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation on this 30^th day of December, 2008.

/s/ J. Thomas Anderson J. Thomas Anderson, Authorized Person

State of Delaware

Secretary of State

Division of Corporations

Delivered 04:09 PM 12/30/2008

Filed 03:52 PM 12/30/2008

SRV 081239770 — 4639514 File

EX-3.98

EXHIBIT 3.98

LIMITED LIABILITY COMPANY AGREEMENT
OF
ST. MARY’S HOLDINGS, LLC

     The undersigned hereby executes this Limited Liability Company Agreement (“LLC Agreement”) as the sole member (“Member”) of St. Mary’s Holdings, LLC (the “Company”), a Delaware limited liability company formed on January 1, 2009, pursuant to the provisions of the Delaware Limited Liability Company Act (“Act”).

     The Company may engage in any lawful business permitted by the Act, including without limitation, acquiring, constructing, developing, owning, operating, selling, leasing, financing, and otherwise dealing with real property and healthcare businesses. The term of the Company shall be perpetual.

ARTICLE I

OFFICES

     The principal office of the Company shall be designated from time to time by the Board of Managers. The Company may have offices in addition to its principal place of business as the business of the Company may require from time to time.

     The registered office of the Company 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 Managers.

ARTICLE II

MEMBERS

     SECTION 1. MEETINGS. The annual meeting of Members shall be designated by the Board of Managers, for the purpose of electing managers and for the transaction of such other business as may come before the meeting. If the election of managers 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 Members to be held as soon thereafter as may be convenient. Special meetings of the Members may be called by the Chairman of the Board, the President, by a majority of the members of the Board of Managers or by the holders of not less than one-fifth of the percentage ownership of the Company.

     SECTION 2. PLACE OF MEETING. The annual meeting, or any special meeting of the Members, shall be held in Nashville, Tennessee, unless otherwise designated by them. A waiver of notice, signed by all Members, may designate any place, either within or without the State, as the place for the holding of such meeting. If a special meeting be otherwise called, the place of meeting shall be the office of the Company in the State of Tennessee, except as otherwise provided in Section 5 of this Article.

     SECTION 3. NOTICE OF MEETINGS. When written or printed notice is required to be given to the Members, such notice shall be given 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 one hour nor more than forty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, the President, the Secretary, or the officer or persons calling the meeting, to each Member 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 in a sealed envelope addressed to the Member at his address as it appears on the records of the Company, with postage thereon prepaid. Notice of a meeting, either annual or special, called for the purpose of electing managers shall be delivered not less than two hours before the meeting.

     SECTION 4. MEETING OF ALL MEMBERS. If all of the Members shall meet at any time and place, either within or without the State, 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 percentage ownership of the Company, represented in person or by proxy, shall constitute a quorum at any meeting of Members; provided, that if less than a majority of the percentage ownership are represented at said meeting, a majority of the percentage ownership so represented may adjourn the meeting from time to time without further notice.

     SECTION 6. PROXIES. At all meetings of Members, a Member may vote by proxy executed in writing by the Member or by its duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Company 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 PERCENTAGE OWNERSHIP. Each percentage of the percentage ownership shall be entitled to one vote upon each matter submitted to a vote at a meeting of Members. Percentage ownership standing in the name of another company, domestic or foreign, may be voted by such officer, agent or proxy as the governing documents of such company may prescribe, or, in the absence of such provision, as such company’s management may determine. In all elections of managers, every Member shall have the right to vote, in person or by proxy, one vote for each percentage of the percentage ownership owned by it, for as many persons as there are managers to be elected. All voting shall be on a non-cumulative basis, unless otherwise stated in the Articles of Organization or except as required by applicable state law.

     SECTION 8. INFORMAL ACTION BY MEMBERS. Any action required to be taken at a meeting of the Members 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 Members 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 Members entitled to vote thereon were present and voted with respect to the subject matter thereof.

ARTICLE III

MANAGERS

     SECTION 1. GENERAL POWERS. The business and affairs of the Company shall be managed by its Board of Managers.

     SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of managers of the Company shall be not less than one (1) nor more than ten (10), but may be increased by amendment of this LLC Agreement by the Members. Each manager 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. Managers need not be residents of the state of formation nor need they be the holder of any percentage ownership of the Company.

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     SECTION 2.1 COMMITTEES OF THE BOARD. The Board of Managers may from time to time appoint such standing or special committees as it may deem for the best interest of the Company, but no such committee shall have any powers, except such as are expressly conferred upon it by the Board of Managers.

     SECTION 3. MEETINGS. A regular meeting of the Board of Managers shall be held without other notice than this LLC Agreement, immediately after, and at the same place, as the annual meeting of Members. Additional regular meetings of the Board of Managers may be held at any time and place designated by them. Special Meetings of the Board of Managers may be called by or at the request of the Chairman of the Board or a majority of the managers. Special meetings shall be held, unless otherwise designated by the Board of Managers, in Nashville, Tennessee. Meetings may be held by the managers participating in same by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation constitutes presence in person for all those participating. Whenever the Act authorizes or permits managers 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 managers at a meeting.

     SECTION 4. NOTICE. Notice of any special meeting shall be given at least two (2) hours prior thereto by written notice delivered personally or mailed to each manager at his business address, or by facsimile. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by facsimile, such notice shall be deemed to be delivered when the facsimile is transmitted. Any manager may waive notice of any meeting. The attendance of a manager at any meeting shall constitute a waiver of notice of such meeting, except where a manager 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 Managers need be specified in the notice or waiver of notice of such meeting.

     SECTION 5. QUORUM. A majority of the Board of Managers shall constitute a quorum for the transaction of business at any meeting of the Board of Managers, provided, that if less than a majority of the managers are present at said meeting, a majority of the managers present may adjourn the meeting from time to time without further notice.

     SECTION 6. MANNER OF ACTING. The act of the majority of the managers present at a meeting at which a quorum is present shall be the act of the Board of Managers. Any action required to be taken at a meeting of the Managers 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 Managers 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 Managers entitled to vote thereon were present and voted with respect to the subject matter thereof.

     SECTION 7. VACANCIES. Any vacancy occurring in the Board of Managers or in a position on the Board to be filled by reason of an increase in the number of managers, may be filled by election at an annual meeting or at a special meeting of Members called for that purpose. A manager elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

     SECTION 8. RESIGNATION OF MANAGERS. Any manager may resign at any time by giving written notice of such resignation to the Board of Managers, the Chairman of the Board 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 Managers or one of the above named officers; and,

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unless specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     SECTION 9. REMOVAL OF MANAGERS. At any special meeting of the Members, duly called as provided in this LLC Agreement, any manager or managers may, by the affirmative vote of the holders of a majority of all the percentage ownership entitled to vote for the election of managers, 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 10. COMPENSATION. Managers, as such, shall not receive any stated salaries for their services, but by resolution of the Board of Managers, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Managers; provided that nothing herein contained shall be construed to preclude any manager from serving the Company in any other capacity and receiving compensation therefor.

     SECTION 11. DELEGATION OF DUTIES TO CLINICAL BOARDS. The Board of Managers of the Company (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 Company 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 Managers 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 Managers has delegated to the Chief Executive Officer of the Company, in accordance with this Operating Agreement, the authority to appoint the Clinical Board. The Board of Managers has delegated to its officers, in accordance with this Operating Agreement, 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 Managers, while maintaining continuing communication with the Clinical Board and Medical Staff.

     The Board of Managers has appointed the Clinical Board to assist and advise the CEO and/or Administrator, the Board of Managers, 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 Managers 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 policies regarding such matters.

     The Board of Managers, 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 Managers 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 Managers, to overrule decisions made by the Clinical Board.

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ARTICLE IV

OFFICERS

     SECTION 1. CLASSES. The officers of the Company shall be a President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the Board of Managers, 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 the Board of Managers.

     SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Company shall be elected annually by the Board of Managers at the first meeting of the Board of Managers held after the annual meeting of Members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Vacancies may be filled or new offices created and filled at any meeting of the Board of Managers. 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.

     SECTION 3. REMOVAL. Any officer or agent elected or appointed by the Board of Managers may be removed by the Board of Managers whenever in its judgment the best interest of the Company would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

     SECTION 4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Managers for the unexpired portion of the term.

     SECTION 5. PRESIDENT. The President shall have general charge of the business affairs and property of the Company and general supervision over its officers and agents, If present, he shall preside at all meetings of Members and he shall see that all orders and resolutions of the Board of Managers are carried into effect. He may sign and execute in the name of the Company deeds, mortgages, bonds, contracts, agreements or other instruments duly authorized by the Board of Managers except in cases where the signing and execution thereof shall be expressly delegated by the Board of Managers to some other officer or agent. From time to time, he shall report to the Board of Managers all matters within his knowledge which the interests of the Company may require to be brought to their attention. He shall also perform such other duties as are given to him by this LLC Agreement or as from time to time may be assigned to him by the Board of Managers.

     SECTION 6. VICE PRESIDENTS. The Vice Presidents shall perform such duties as are given to them by this LLC Agreement or as from time to time may be assigned to them by the Board of Managers, the Chairman of the Board, or the President, and, in the order of their seniority, or in any other order as the Board of Managers 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 Company, deeds, mortgages, bonds and other instruments.

     SECTION 7. SECRETARY. The Secretary shall:

     (a) Record all the proceedings of the meetings of the Members, the Board of Managers, and any committees in a book or books to be kept for that purpose;

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     (b) Cause all notices to be duly given in accordance with the provisions of this LLC Agreement and as required by statutes;

     (c) Whenever any committee shall be appointed in pursuance of a resolution of the Board of Managers, furnish the Chairman of such committee with a copy of such resolution;

     (d) Be custodian of the records and of the seal of the Company, and cause such seal to be affixed to all instruments the execution of which on behalf of the Company 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 ownership records of the Company and exhibit such records at all reasonable times to such persons as are entitled by statute to have access thereto;

     (g) In general, perform all duties incident to the office of the Secretary and such other duties as are given to him by this LLC Agreement or as from time to time may he assigned to him by the Board of Managers, the Chairman of the Board or the President.

     SECTION 8. ASSISTANT SECRETARIES. 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 Managers or the Chairman of the Board 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. The Assistant Secretaries shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Secretary.

     SECTION 9. TREASURER. If required by the Board of Managers, 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 Managers shall determine. He shall: (a) have charge and custody of and be responsible for all funds and securities of the Company; receive and give receipts for moneys due and payable to the Company from any source whatsoever, and deposit all such moneys in the name of the Company in such banks, trust companies, or other depositaries as shall be selected in accordance with the provisions of Article V of this LLC Agreement; (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 Managers, the Chairman of the Board or the President.

     SECTION 10. ASSISTANT TREASURERS. 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 Managers or the Chairman of the Board 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. The Assistant Treasurers shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Treasurer.

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ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

     SECTION 1. CONTRACTS. The Board of Managers 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 Company and such authority may be general or confined to specific instances.

     SECTION 2. LOANS. No loans shall be contracted on behalf of the Company and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Managers. 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 Company shall be signed by such officer or officers, agent or agents, of the Company and in such manner as shall from time to time be determined by resolution of the Board of Managers.

     SECTION 4. DEPOSITS. All funds of the Company not otherwise employed shall be deposited from time to time to the credit of the Company in such banks, trust companies, or other depositaries as the Board of Managers may select.

ARTICLE VI

TRANSFER OF PERCENTAGE OWNERSHIP

     Transfers of percentage ownership of the Company shall be made only on the books of the Company. The person in whose name percentage ownership stands on the books of the Company shall be deemed the owner thereof for all purposes as regards the Company.

ARTICLE VII

FISCAL YEAR

     The fiscal year of the Company 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 Managers.

ARTICLE VIII

DISTRIBUTIONS

     Prior to the dissolution of the Company, no Member shall have the right to receive any distributions of or return of its capital contribution. All distributions and all allocations of income, gains, losses and credits shall be made in accordance with the percentage ownership of the Members. The Board of Managers may from time to time declare, and the Company may pay, dividends on its percentage ownership in the manner and upon the terms and conditions provided by law and its Articles of Organization. The Members shall not be required to make any additional contributions of capital to the Company, although the Members may from time to time agree to make additional contributions to the Company.

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ARTICLE IX

SEAL

     The Board of Managers may provide a company seal in such form as the Board of Managers may prescribe.

ARTICLE X

WAIVER OF NOTICE

     Whenever any notice whatsoever is required to be given under the provisions of this LLC Agreement, or under the provisions of the Certificate of Formation, or under the provisions of the Act, 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.

ARTICLE XI

INDEMNIFICATION OF OFFICERS AND MANAGERS

     The Company shall indemnify its officers and managers against all reasonable expenses 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 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 shall extend 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 shall also extend 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 shall not be 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 or managers.

ARTICLE XII

AMENDMENTS

     The Members may alter, amend or rescind this LLC Agreement at any annual or special meeting of Members at which a quorum is present, by the vote of a majority of the percentage ownership represented at such meeting, provided that the notice of such meeting shall have included notice of such proposed amendment. The Board of Managers shall have the power and authority to alter, amend or rescind the LLC Agreement of the Company at any regular or special meeting at which a quorum is present by the vote of a majority of the entire Board of Managers, subject always to the power of the Members to change such action of the managers.

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     Effective January 1, 2009.

CAPELLA HEALTHCARE, INC
Sole Member
By: Name:	/s/ Howard T. Wall III Howard T. Wall III
Title:	Vice President & Secretary

9

EX-3.99

EXHIBIT 3.99

Delaware

The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “ST. MARY’S REAL PROPERTY, 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.

     RESTATED CERTIFICATE, CHANGING ITS NAME FROM “PSYCHIATRIC, LLC” TO “TRI-SHELL 38 LLC”, FILED THE SECOND DAY OF OCTOBER, A.D. 2002, AT 9 O’CLOCK A.M.

     RESTATED CERTIFICATE, CHANGING ITS NAME FROM “TRI-SHELL 38 LLC” TO “ST. MARY’S REAL PROPERTY, LLC”, FILED THE SEVENTEENTH DAY OF OCTOBER, A.D. 2003, AT 12:22 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, “ST. MARY’S REAL PROPERTY, LLC”.

/s/ Harriett Smith Windsor Harriet Smith Windsor, Secretary of State

2964555 8100H	AUTHENTICATION: 6211213
071287012	Date: 12-05-07

CERTIFICATE OF FORMATION
OF
PECOS MEDCO, LLC

Under Section 1B-201 of the
Delaware Limited Liability Company Act

     FIRST: The name of the limited liability company is Pecos Medco, 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 1980.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of February 3, 1999.

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 02/03/1999
991044609 - 3000975

Delaware

The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF “PECOS MEDCO, LLC”, CHANGING ITS NAME FROM “PECOS MEDCO, LLC” TO “TRI—SHELL 36 LLC”, FILED IN THIS OFFICE ON THE SECOND DAY OF OCTOBER, A.D. 2002, AT 9 O’CLOCK A.M.

/s/ Harriett Smith Windsor Harriet Smith Windsor, Secretary of State

3000975 8100	AUTHENTICATION: 2016692
020612251	Date: 10-03-02

AMENDED AND RESTATED
CERTIFICATE OF FORMATION
OF
PECOS MEDCO, LLC

Under Section 18-208 of the
Delaware Limited Liability Company Act

     THIS Amended and Restated Certificate of Formation of Pecos Medco, LLC (the “Company”) has been duly executed and is being filed by the undersigned, as an authorized person, in accordance with the provisions of Section 18-208 of the Delaware Limited Liability Company Act, to amend and restate the Certificate of Formation (the “Certificate of Formation”) of the Company, which was originally filed on February 3, 1999 with the Secretary of State of the State of Delaware;

     The Certificate of Formation is hereby amended and restated in its entirety to read as follows:

     FIRST: The name of the Company Is Tri-Shell 36 LLC.

     SECOND: The address of the registered office of the Company in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle.

     THIRD: The name and address of the registered agent for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle.

     IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Certificate of Formation as of October 2, 2002.

By:	/s/ Hallie K. Ziesmer Name: Hallie K. Ziesmer
	Title: Authorized Person

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 10/02/2002

020612251 - 3000975

Delaware

The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY “ST. MARY’S PHYSICIAN SERVICES, LLC” IS DULY FORMED UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN GOOD STANDING AND HAS A LEGAL EXISTENCE SO FAR AS THE RECORDS OF THIS OFFICE SHOW, AS OF THE TWENTIETH DAY OF OCTOBER, A.D. 2003.

/s/ Harriett Smith Windsor Harriet Smith Windsor, Secretary of State

3000975 8300	AUTHENTICATION: 2699270
030669450	Date: 10-20-03

SECOND AMENDED AND RESTATED
CERTIFICATE OF FORMATION
OF
TRI-SHELL 36 LLC

Under Section 18-208 of the
Delaware Limited Liability Company Act

     This Second Amended and Restated Certificate of Formation of Tri-Shell 36 LLC (the “Company”) has been duly executed and is being filed by the undersigned, as an authorized person, in accordance with the provisions of Section 18-208 of the Delaware Limited Liability Company Act, to again amend and restate the Amended and Restated Certificate of Formation (the “Certificate of Formation”) of the Company, which was originally filed on February 3, 1999 with the Secretary of State of Delaware.

     1. The original name of the Company was Pecos Medco, LLC and its Original Certificate of Formation was filed February 3, 1999

     2. The name of the Company was subsequently changed to Tri-Shell 36 LLC pursuant to the Amended and Restated Certificate of Formation filed October 2, 2002.

     3. The Certificate of Formation is hereby again amended and restated in its entirety to read as follows:

     “FIRST: The name of the Company is St. Mary’s Physician Services, LLC.

     SECOND: The address of the registered office of the Company in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle.

     THIRD: The name and address of the registered agent for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle.”

     IN WITNESS WHEREOF, the undersigned has executed this Second Amended and Restated Certificate of Formation as of October 17, 2003.

By:	/s/ Donald P. Fay Donald P. Fay
	Authorized Person

State of Delaware
Secretary of State
Division of Corporations
Delivered 12:22 PM 10/17/2003
Filed 12:22 PM 10/17/2003
SRV 030669450 – 3000975 File

CERTIFICATE OF AMENDMENT
TO
SECOND AMENDED AND RESTATED

CERTIFICATE OF FORMATION
OF
ST. MARY’S PHYSICIAN SERVICES, LLC

     The undersigned authorized person, desiring to amend the Second Amended and Restated Certificate of Formation of St. Mary’s Physician Services, LLC (the “LLC”) pursuant to Section 18-202 of the Delaware Limited Liability Company Act does hereby certify as follows:

     1. The name of the LLC was originally Pecos Medco, LLC, and its Certificate of Formation was filed on February 8, 1999, with the Delaware Secretary of State.

     2. The name of the LLC was subsequently changed to Tri-Shell 36, LLC pursuant to the Amended and Restated Certificate of Formation filed with the Delaware Secretary of State on October 2, 2002.

     3. The name of the LLC further changed from Tri-Shell 36, LLC to St. Mary’s Physician Services, LLC pursuant to the Second Amended and Restated Certificate of Formation, filed October 17, 2003, with the Delaware Secretary of State.

     4. The Second Amended and Restated Certificate of Formation of the LLC is hereby further amended as follows:

     SECOND: The address of the registered office of the Company in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

     THIRD: The name and address of the registered agent for service of process on the LLC in the state of Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

     5. This Certificate of Amendment shall be effective upon its filing with the Delaware Secretary of State.

     IN WITNESS WHEREOF the undersigned has executed this Certificate of Amendment this 29^th day of February, 2008.

By:	/s/ Denise W. Warren Name: Denise W. Warren
	Authorized Person

State of Delaware
Secretary of State
Division of Corporations
Delivered 04:12 PM 03/03/2008
Filed 02:43 PM 03/03/2008
SRV 080275401 – 3000975 File

EX-3.100

EXHIBIT 3.100

SECOND AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
ST. MARY’S PHYSICIAN SERVICES, LLC

     The undersigned hereby executes this Second Amended and Restated Limited Liability Company Agreement (the “Agreement”) as the sole member (“Member”) of St. Mary’s Physician Services, LLC (the “Company”), an Delaware limited liability company formed on August 8, 2005, pursuant to the provisions of the Delaware Limited Liability Company Act (“Act”).

     The Company may engage in any lawful business permitted by the Act, including without limitation, acquiring, constructing, developing, owning, operating, selling, leasing, financing, and otherwise dealing with real property and healthcare businesses. The term of the Company shall be perpetual.

ARTICLE I

OFFICES

     The principal office of the Company shall be designated from time to time by the Board of Managers. The Company may have offices in addition to its principal place of business as the business of the Company may require from time to time.

     The registered office of the Company 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 Managers.

ARTICLE II

MEMBERS

     SECTION 1. MEETINGS. The annual meeting of Members shall be designated by the Board of Managers, for the purpose of electing managers and for the transaction of such other business as may come before the meeting. If the election of managers 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 Members to be held as soon thereafter as may be convenient. Special meetings of the Members may be called by the Chairman of the Board, the President, by a majority of the members of the Board of Managers or by the holders of not less than one-fifth of the percentage ownership of the Company.

     SECTION 2. PLACE OF MEETING. The annual meeting, or any special meeting of the Members, shall be held in Nashville, Tennessee, unless otherwise designated by them. A waiver of notice, signed by all Members, may designate any place, either within or without the State, as the place for the holding of such meeting. If a special meeting be otherwise called, the

place of meeting shall be the office of the Company in the State of Tennessee, except as otherwise provided in Section 5 of this Article.

     SECTION 3. NOTICE OF MEETINGS. When written or printed notice is required to be given to the Members, such notice shall be given 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 one hour nor more than forty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, the President, the Secretary, or the officer or persons calling the meeting, to each Member 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 in a sealed envelope addressed to the Member at his address as it appears on the records of the Company, with postage thereon prepaid. Notice of a meeting, either annual or special, called for the purpose of electing managers shall be delivered not less than two hours before the meeting.

     SECTION 4. MEETING OF ALL MEMBERS. If all of the Members shall meet at any time and place, either within or without the State, 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 percentage ownership of the Company, represented in person or by proxy, shall constitute a quorum at any meeting of Members; provided, that if less than a majority of the percentage ownership are represented at said meeting, a majority of the percentage ownership so represented may adjourn the meeting from time to time without further notice.

     SECTION 6. PROXIES. At all meetings of Members, a Member may vote by proxy executed in writing by the Member or by its duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Company 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 PERCENTAGE OWNERSHIP. Each percentage of the percentage ownership shall be entitled to one vote upon each matter submitted to a vote at a meeting of Members. Percentage ownership standing in the name of another company, domestic or foreign, may be voted by such officer, agent or proxy as the governing documents of such company may prescribe, or, in the absence of such provision, as such company’s management may determine. In all elections of managers, every Member shall have the right to vote, in person or by proxy, one vote for each percentage of the percentage ownership owned by it, for as many persons as there are managers to be elected. All voting shall be on a non-cumulative basis, unless otherwise stated in the Articles of Organization or except as required by applicable state law.

     SECTION 8. INFORMAL ACTION BY MEMBERS. Any action required to be taken at a meeting of the Members 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 Members having not less than the minimum number of votes that would be necessary to

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authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted with respect to the subject matter thereof.

ARTICLE III

MANAGERS

     SECTION 1. GENERAL POWERS. The business and affairs of the Company shall be managed by its Board of Managers.

     SECTION 2. NUMBER, TENURE AND QUALIFICATIONS . The number of managers of the Company shall be not less than one (1) nor more than ten (10), but may be increased by amendment of this Agreement by the Members. Each manager 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. Managers need not be residents of the state of formation nor need they be the holder of any percentage ownership of the Company.

          SECTION 2.1 COMMITTEES OF THE BOARD. The Board of Managers may from time to time appoint such standing or special committees as it may deem for the best interest of the Company, but no such committee shall have any powers, except such as are expressly conferred upon it by the Board of Managers.

     SECTION 3. MEETINGS. A regular meeting of the Board of Managers shall be held without other notice than this Agreement, immediately after, and at the same place, as the annual meeting of Members. Additional regular meetings of the Board of Managers may be held at any time and place designated by them. Special Meetings of the Board of Managers may be called by or at the request of the Chairman of the Board or a majority of the managers. Special meetings shall be held, unless otherwise designated by the Board of Managers, in Nashville, Tennessee. Meetings may be held by the managers participating in same by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation constitutes presence in person for all those participating. Whenever the Act authorizes or permits managers 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 managers at a meeting.

     SECTION 4. NOTICE. Notice of any special meeting shall be given at least two (2) hours prior thereto by written notice delivered personally or mailed to each manager at his business address, or by facsimile. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by facsimile, such notice shall be deemed to be delivered when the facsimile is transmitted. Any manager may waive notice of any meeting. The attendance of a manager at any meeting shall constitute a waiver of notice of such meeting, except where a manager 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 Managers need be specified in the notice or waiver of notice of such meeting.

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     SECTION 5. QUORUM. A majority of the Board of Managers shall constitute a quorum for the transaction of business at any meeting of the Board of Managers, provided, that if less than a majority of the managers are present at said meeting, a majority of the managers present may adjourn the meeting from time to time without further notice.

     SECTION 6. MANNER OF ACTING. The act of the majority of the managers present at a meeting at which a quorum is present shall be the act of the Board of Managers. Any action required to be taken at a meeting of the Managers 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 Managers 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 Managers entitled to vote thereon were present and voted with respect to the subject matter thereof.

     SECTION 7. VACANCIES. Any vacancy occurring in the Board of Managers or in a position on the Board to be filled by reason of an increase in the number of managers, may be filled by election at an annual meeting or at a special meeting of Members called for that purpose. A manager elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

     SECTION 8. RESIGNATION OF MANAGERS. Any manager may resign at any time by giving written notice of such resignation to the Board of Managers, the Chairman of the Board 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 Managers or one of the above named officers; and, unless specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     SECTION 9. REMOVAL OF MANAGERS. At any special meeting of the Members, duly called as provided in this Agreement, any manager or managers may, by the affirmative vote of the holders of a majority of all the percentage ownership entitled to vote for the election of managers, 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 10. COMPENSATION. Managers, as such, shall not receive any stated salaries for their services, but by resolution of the Board of Managers, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Managers; provided that nothing herein contained shall be construed to preclude any manager from serving the Company in any other capacity and receiving compensation therefor.

     SECTION 11. DELEGATION OF DUTIES TO CLINICAL BOARDS . The Board of Managers of the Company (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 Company 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 Managers 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

4

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 Managers has delegated to the Chief Executive Officer of the Company, in accordance with this Agreement, the authority to appoint the Clinical Board. The Board of Managers has delegated to its officers, in accordance with this Agreement, 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 Managers, while maintaining continuing communication with the Clinical Board and Medical Staff.

     The Board of Managers has appointed the Clinical Board to assist and advise the CEO and/or Administrator, the Board of Managers, 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 Managers 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 policies regarding such matters.

     The Board of Managers, 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 Managers 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 Managers, to overrule decisions made by the Clinical Board.

ARTICLE IV

OFFICERS

     SECTION 1. CLASSES . The officers of the Company shall be a President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the Board of Managers, 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 the Board of Managers.

     SECTION 2. ELECTION AND TERM OF OFFICE . The officers of the Company shall be elected annually by the Board of Managers at the first meeting of the Board of Managers held after the annual meeting of Members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Vacancies may be filled or new offices created and filled at any meeting of the Board of Managers. 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.

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     SECTION 3. REMOVAL . Any officer or agent elected or appointed by the Board of Managers may be removed by the Board of Managers whenever in its judgment the best interest of the Company would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

     SECTION 4. VACANCIES . A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Managers for the unexpired portion of the term.

     SECTION 5. PRESIDENT . The President shall have general charge of the business affairs and property of the Company and general supervision over its officers and agents, If present, he shall preside at all meetings of Members and he shall see that all orders and resolutions of the Board of Managers are carried into effect. He may sign and execute in the name of the Company deeds, mortgages, bonds, contracts, agreements or other instruments duly authorized by the Board of Managers except in cases where the signing and execution thereof shall be expressly delegated by the Board of Managers to some other officer or agent. From time to time, he shall report to the Board of Managers all matters within his knowledge which the interests of the Company may require to be brought to their attention. He shall also perform such other duties as are given to him by this Agreement or as from time to time may be assigned to him by the Board of Managers.

     SECTION 6. VICE PRESIDENTS . The Vice Presidents shall perform such duties as are given to them by this Agreement or as from time to time may be assigned to them by the Board of Managers, the Chairman of the Board, or the President, and, in the order of their seniority, or in any other order as the Board of Managers 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 Company, deeds, mortgages, bonds and other instruments.

     SECTION 7. SECRETARY . The Secretary shall:

     (a) Record all the proceedings of the meetings of the Members, the Board of Managers, 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 this Agreement and as required by statutes;

     (c) Whenever any committee shall be appointed in pursuance of a resolution of the Board of Managers, furnish the Chairman of such committee with a copy of such resolution;

     (d) Be custodian of the records and of the seal of the Company, and cause such seal to be affixed to all instruments the execution of which on behalf of the Company 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;

6

     (f) Have charge of the ownership records of the Company and exhibit such records at all reasonable times to such persons as are entitled by statute to have access thereto;

     (g) In general, perform all duties incident to the office of the Secretary and such other duties as are given to him by this Agreement or as from time to time may be assigned to him by the Board of Managers, the Chairman of the Board or the President.

     SECTION 8. ASSISTANT SECRETARIES . 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 Managers or the Chairman of the Board 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. The Assistant Secretaries shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Secretary.

     SECTION 9. TREASURER . If required by the Board of Managers, 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 Managers shall determine. He shall: (a) have charge and custody of and be responsible for all funds and securities of the Company; receive and give receipts for moneys due and payable to the Company from any source whatsoever, and deposit all such moneys in the name of the Company in such banks, trust companies, or other depositaries as shall be selected in accordance with the provisions of Article V of this Agreement; (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 Managers, the Chairman of the Board or the President.

     SECTION 10. ASSISTANT TREASURERS . 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 Managers or the Chairman of the Board 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. The Assistant Treasurers shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Treasurer.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

     SECTION 1. CONTRACTS . The Board of Managers 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 Company and such authority may be general or confined to specific instances.

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     SECTION 2. LOANS . No loans shall be contracted on behalf of the Company and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Managers. 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 Company shall be signed by such officer or officers, agent or agents, of the Company and in such manner as shall from time to time be determined by resolution of the Board of Managers.

     SECTION 4. DEPOSITS . All funds of the Company not otherwise employed shall be deposited from time to time to the credit of the Company in such banks, trust companies, or other depositaries as the Board of Managers may select.

ARTICLE VI

TRANSFER OF PERCENTAGE OWNERSHIP

     Transfers of percentage ownership of the Company shall be made only on the books of the Company. The person in whose name percentage ownership stands on the books of the Company shall be deemed the owner thereof for all purposes as regards the Company.

ARTICLE VII

FISCAL YEAR

     The fiscal year of the Company 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 Managers.

ARTICLE VIII

DISTRIBUTIONS

     Prior to the dissolution of the Company, no Member shall have the right to receive any distributions of or return of its capital contribution. All distributions and all allocations of income, gains, losses and credits shall be made in accordance with the percentage ownership of the Members. The Board of Managers may from time to time declare, and the Company may pay, dividends on its percentage ownership in the manner and upon the terms and conditions provided by law and its Articles of Organization. The Members shall not be required to make any additional contributions of capital to the Company, although the Members may from time to time agree to make additional contributions to the Company.

ARTICLE IX

SEAL

     The Board of Managers may provide a company seal in such form as the Board of Managers may prescribe.

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ARTICLE X

WAIVER OF NOTICE

     Whenever any notice whatsoever is required to be given under the provisions of this Agreement, or under the provisions of the Certificate of Formation, or under the provisions of the Act, 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.

ARTICLE XI

INDEMNIFICATION OF OFFICERS AND MANAGERS

     The Company shall indemnify its officers and managers against all reasonable expenses 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 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 shall extend 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 shall also extend 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 shall not be 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 or managers.

ARTICLE XII

AMENDMENTS

     The Members may alter, amend or rescind this Agreement at any annual or special meeting of Members at which a quorum is present, by the vote of a majority of the percentage ownership represented at such meeting, provided that the notice of such meeting shall have included notice of such proposed amendment. The Board of Managers shall have the power and authority to alter, amend or rescind the Agreement of the Company at any regular or special meeting at which a quorum is present by the vote of a majority of the entire Board of Managers, subject always to the power of the Members to change such action of the managers.

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     Executed this ____ day of ______________, 2008.

RUSSELLVILLE HOLDINGS, LLC, Sole Member
By: Name:	/s/ D. Andrew Slusser D. Andrew Slusser
Title:	Vice President

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EX-3.101

EXHIBIT 3.101

Delaware

The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “ST. MARY’S REAL PROPERTY, 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.

     RESTATED CERTIFICATE, CHANGING ITS NAME FROM “PSYCHIATRIC, LLC” TO “TRI-SHELL 38 LLC”, FILED THE SECOND DAY OF OCTOBER, A.D. 2002, AT 9 O’CLOCK A.M.

     RESTATED CERTIFICATE, CHANGING ITS NAME FROM “TRI-SHELL 38 LLC” TO “ST. MARY’S REAL PROPERTY, LLC”, FILED THE SEVENTEENTH DAY OF OCTOBER, A.D. 2003, AT 12:22 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, “ST. MARY’S REAL PROPERTY, LLC”.

/s/ Harriett Smith Windsor  

Harriet Smith Windsor, Secretary of State 

2964555 8100H	AUTHENTICATION: 6211213
071287012	Date: 12-05-07
You may verify this certificate online
at corp.delaware.gov/authver.shtml

CERTIFICATE OF FORMATION
OF
PSYCHIATRIC, LLC

Under Section 18-201 of the
Delaware Limited Liability Company Act

     FIRST: The name of the limited liability company is Psychiatric, 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 30, 1998.

By:	/s/ John M. Franck II
	Name: John M. Franck II
	Authorized Person
State of Delaware
Secretary of State
Division of Corporations
Filed 09:00 AM 11/09/1998
981430959 - 2964555

AMENDED AND RESTATED
CERTIFICATE OF FORMATION
OF
PSYCHIATRIC, LLC

Under Section 18-208 of the
Delaware Limited Liability Company Act

     THIS Amended and Restated Certificate of Formation of Psychiatric, LLC (the “Company”) has been duly executed and is being filed by the undersigned, as an authorized person, in accordance with the provisions of Section 18-208 of the Delaware limited Liability Company Act, to amend and restate the Certificate of Formation (the “Certificate of Formation”) of the Company, which was originally filed on November 9, 1998 with the Secretary of State of the State of Delaware.

     The Certificate of Formation is hereby amended and restated in its entirety to read as follows:

     FIRST: The name of the Company is Tri-Shell 38 LLC.

     SECOND: The address of the registered office of the Company in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle.

     THIRD: The name and address of the registered agent for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle.

     IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Certificate of Formation as of October 2, 2002.

By:	/s/ Hallie K. Ziesmer       Name: Hallie K. Ziesmer
	Title: Authorized Person
	STATE OF DELAWARE
	SECRETARY OF STATE
	DIVISION OF CORPORATIONS
	FILED 09:00 AM 10/02/2002
	020612041 – 2964555

SECOND AMENDED AND RESTATED
CERTIFICATE OF FORMATION
OF
TRI-SHELL 38 LLC

Under Section 18-208 of the
Delaware Limited Liability Company Act

     This Second Amended and Restated Certificate of Formation of Tri-Shell 38 LLC (the “Company”) has been duly executed and is being filed by the undersigned, as an authorized person, in accordance with the provisions of Section 18-208 of the Delaware Limited Liability Company Act, to again amend and restate the Amended and Restated Certificate of Formation (the “Certificate of Formation”) of the Company, which was originally filed on November 9, 1998 with the Secretary of State of Delaware.

     1. The original name of the Company was Psychiatric, LLC and its Original Certificate of Formation was filed November 9, 1998.

     2. The name of the Company was subsequently changed to Tri-Shell 38 LLC pursuant to the Amended and Restated Certificate of Formation filed October 2, 2002.

     3. The Certificate of Formation is hereby again amended and restated in its entirety to read as follows:

     “FIRST: The name of the Company is St. Mary’s Real Property, LLC.

     SECOND: The address of the registered office of the Company in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle.

     THIRD: The name and address of the registered agent for service or process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle.”

     IN WITNESS WHEREOF, the undersigned has executed this Second Amended and Restated Certificate of Formation as of October 17, 2003.

By:	/s/ Donald P. Fay      Donald P. Fay
	Authorized Person
	STATE OF DELAWARE
	SECRETARY OF STATE
	DIVISION OF CORPORATIONS
	DELIVERED 12:22 PM 10/17/2003
	FILED 12:22 PM 10/17/2003
	SRV 030669457 – 2964555 FILE

10-17-03   10:00 From       T-500 P.10/13/   F-839

EX-3.102

EXHIBIT 3.102

SECOND AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
ST. MARY’S REAL PROPERTY, LLC

     The undersigned hereby executes this Second Amended and Restated Limited Liability Company Agreement (the “Agreement”) as the sole member (“Member”) of St. Mary’s Real Property, LLC (the “Company”), an Delaware limited liability company formed on October 17, 2003, pursuant to the provisions of the Delaware Limited Liability Company Act (“Act”).

     The Company may engage in any lawful business permitted by the Act, including without limitation, acquiring, constructing, developing, owning, operating, selling, leasing, financing, and otherwise dealing with real property and healthcare businesses. The term of the Company shall be perpetual.

ARTICLE I

OFFICES

     The principal office of the Company shall be designated from time to time by the Board of Managers. The Company may have offices in addition to its principal place of business as the business of the Company may require from time to time.

     The registered office of the Company 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 Managers.

ARTICLE II

MEMBERS

     SECTION 1. MEETINGS. The annual meeting of Members shall be designated by the Board of Managers, for the purpose of electing managers and for the transaction of such other business as may come before the meeting. If the election of managers 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 Members to be held as soon thereafter as may be convenient. Special meetings of the Members may be called by the Chairman of the Board, the President, by a majority of the members of the Board of Managers or by the holders of not less than one-fifth of the percentage ownership of the Company.

     SECTION 2. PLACE OF MEETING. The annual meeting, or any special meeting of the Members, shall be held in Nashville, Tennessee, unless otherwise designated by them. A waiver of notice, signed by all Members, may designate any place, either within or without the State, as the place for the holding of such meeting. If a special meeting be otherwise called, the place of meeting shall be the office of the Company in the State of Tennessee, except as otherwise provided in Section 5 of this Article.

     SECTION 3. NOTICE OF MEETINGS. When written or printed notice is required to be given to the Members, such notice shall be given 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 one hour nor more than forty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, the President, the Secretary, or the officer or persons calling the meeting, to each Member 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 in a sealed envelope addressed to the Member at his address as it appears on the records of the Company, with postage thereon prepaid. Notice of a meeting, either annual or special, called for the purpose of electing managers shall be delivered not less than two hours before the meeting.

     SECTION 4. MEETING OF ALL MEMBERS. If all of the Members shall meet at any time and place, either within or without the State, 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 percentage ownership of the Company, represented in person or by proxy, shall constitute a quorum at any meeting of Members; provided, that if less than a majority of the percentage ownership are represented at said meeting, a majority of the percentage ownership so represented may adjourn the meeting from time to time without further notice.

     SECTION 6. PROXIES. At all meetings of Members, a Member may vote by proxy executed in writing by the Member or by its duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Company 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 PERCENTAGE OWNERSHIP. Each percentage of the percentage ownership shall be entitled to one vote upon each matter submitted to a vote at a meeting of Members. Percentage ownership standing in the name of another company, domestic or foreign, may be voted by such officer, agent or proxy as the governing documents of such company may prescribe, or, in the absence of such provision, as such company’s management may determine. In all elections of managers, every Member shall have the right to vote, in person or by proxy, one vote for each percentage of the percentage ownership owned by it, for as many persons as there are managers to be elected. All voting shall be on a non-cumulative basis, unless otherwise stated in the Articles of Organization or except as required by applicable state law.

     SECTION 8. INFORMAL ACTION BY MEMBERS. Any action required to be taken at a meeting of the Members 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 Members 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 Members entitled to vote thereon were present and voted with respect to the subject matter thereof.

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ARTICLE III

MANAGERS

     SECTION 1. GENERAL POWERS. The business and affairs of the Company shall be managed by its Board of Managers.

     SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of managers of the Company shall be not less than one (1) nor more than ten (10), but may be increased by amendment of this Agreement by the Members. Each manager 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. Managers need not be residents of the state of formation nor need they be the holder of any percentage ownership of the Company.

     SECTION 2.1 COMMITTEES OF THE BOARD. The Board of Managers may from time to time appoint such standing or special committees as it may deem for the best interest of the Company, but no such committee shall have any powers, except such as are expressly conferred upon it by the Board of Managers.

     SECTION 3. MEETINGS. A regular meeting of the Board of Managers shall be held without other notice than this Agreement, immediately after, and at the same place, as the annual meeting of Members. Additional regular meetings of the Board of Managers may be held at any time and place designated by them. Special Meetings of the Board of Managers may be called by or at the request of the Chairman of the Board or a majority of the managers. Special meetings shall be held, unless otherwise designated by the Board of Managers, in Nashville, Tennessee. Meetings may be held by the managers participating in same by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation constitutes presence in person for all those participating. Whenever the Act authorizes or permits managers 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 managers at a meeting.

     SECTION 4. NOTICE. Notice of any special meeting shall be given at least two (2) hours prior thereto by written notice delivered personally or mailed to each manager at his business address, or by facsimile. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by facsimile, such notice shall be deemed to be delivered when the facsimile is transmitted. Any manager may waive notice of any meeting. The attendance of a manager at any meeting shall constitute a waiver of notice of such meeting, except where a manager 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 Managers need be specified in the notice or waiver of notice of such meeting.

     SECTION 5. QUORUM. A majority of the Board of Managers shall constitute a quorum for the transaction of business at any meeting of the Board of Managers, provided, that if

3

less than a majority of the managers are present at said meeting, a majority of the managers present may adjourn the meeting from time to time without further notice.

     SECTION 6. MANNER OF ACTING. The act of the majority of the managers present at a meeting at which a quorum is present shall be the act of the Board of Managers. Any action required to be taken at a meeting of the Managers 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 Managers 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 Managers entitled to vote thereon were present and voted with respect to the subject matter thereof.

     SECTION 7. VACANCIES. Any vacancy occurring in the Board of Managers or in a position on the Board to be filled by reason of an increase in the number of managers, may be filled by election at an annual meeting or at a special meeting of Members called for that purpose. A manager elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

     SECTION 8. RESIGNATION OF MANAGERS. Any manager may resign at any time by giving written notice of such resignation to the Board of Managers, the Chairman of the Board 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 Managers or one of the above named officers; and, unless specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     SECTION 9. REMOVAL OF MANAGERS. At any special meeting of the Members, duly called as provided in this Agreement, any manager or managers may, by the affirmative vote of the holders of a majority of all the percentage ownership entitled to vote for the election of managers, 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 10. COMPENSATION. Managers, as such, shall not receive any stated salaries for their services, but by resolution of the Board of Managers, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Managers; provided that nothing herein contained shall be construed to preclude any manager from serving the Company in any other capacity and receiving compensation therefor.

     SECTION 11. DELEGATION OF DUTIES TO CLINICAL BOARDS. The Board of Managers of the Company (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 Company 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 Managers 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.

4

     The Board of Managers has delegated to the Chief Executive Officer of the Company, in accordance with this Agreement, the authority to appoint the Clinical Board. The Board of Managers has delegated to its officers, in accordance with this Agreement, 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 Managers, while maintaining continuing communication with the Clinical Board and Medical Staff.

     The Board of Managers has appointed the Clinical Board to assist and advise the CEO and/or Administrator, the Board of Managers, 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 Managers 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 policies regarding such matters.

     The Board of Managers, 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 Managers 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 Managers, to overrule decisions made by the Clinical Board.

ARTICLE IV

OFFICERS

     SECTION 1. CLASSES. The officers of the Company shall be a President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the Board of Managers, 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 the Board of Managers.

     SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Company shall be elected annually by the Board of Managers at the first meeting of the Board of Managers held after the annual meeting of Members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Vacancies may be filled or new offices created and filled at any meeting of the Board of Managers. 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.

     SECTION 3. REMOVAL. Any officer or agent elected or appointed by the Board of Managers may be removed by the Board of Managers whenever in its judgment the best interest

5

of the Company would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

     SECTION 4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Managers for the unexpired portion of the term.

     SECTION 5. PRESIDENT. The President shall have general charge of the business affairs and property of the Company and general supervision over its officers and agents, If present, he shall preside at all meetings of Members and he shall see that all orders and resolutions of the Board of Managers are carried into effect. He may sign and execute in the name of the Company deeds, mortgages, bonds, contracts, agreements or other instruments duly authorized by the Board of Managers except in cases where the signing and execution thereof shall be expressly delegated by the Board of Managers to some other officer or agent. From time to time, he shall report to the Board of Managers all matters within his knowledge which the interests of the Company may require to be brought to their attention. He shall also perform such other duties as are given to him by this Agreement or as from time to time may be assigned to him by the Board of Managers.

     SECTION 6. VICE PRESIDENTS. The Vice Presidents shall perform such duties as are given to them by this Agreement or as from time to time may be assigned to them by the Board of Managers, the Chairman of the Board, or the President, and, in the order of their seniority, or in any other order as the Board of Managers 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 Company, deeds, mortgages, bonds and other instruments.

     SECTION 7. SECRETARY. The Secretary shall:

     (a) Record all the proceedings of the meetings of the Members, the Board of Managers, 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 this Agreement and as required by statutes;

     (c) Whenever any committee shall be appointed in pursuance of a resolution of the Board of Managers, furnish the Chairman of such committee with a copy of such resolution;

     (d) Be custodian of the records and of the seal of the Company, and cause such seal to be affixed to all instruments the execution of which on behalf of the Company 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;

6

     (f) Have charge of the ownership records of the Company and exhibit such records at all reasonable times to such persons as are entitled by statute to have access thereto;

     (g) In general, perform all duties incident to the office of the Secretary and such other duties as are given to him by this Agreement or as from time to time may he assigned to him by the Board of Managers, the Chairman of the Board or the President.

     SECTION 8. ASSISTANT SECRETARIES. 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 Managers or the Chairman of the Board 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. The Assistant Secretaries shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Secretary.

     SECTION 9. TREASURER. If required by the Board of Managers, 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 Managers shall determine. He shall: (a) have charge and custody of and be responsible for all funds and securities of the Company; receive and give receipts for moneys due and payable to the Company from any source whatsoever, and deposit all such moneys in the name of the Company in such banks, trust companies, or other depositaries as shall be selected in accordance with the provisions of Article V of this Agreement; (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 Managers, the Chairman of the Board or the President.

     SECTION 10. ASSISTANT TREASURERS. 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 Managers or the Chairman of the Board 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. The Assistant Treasurers shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Treasurer.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

     SECTION 1. CONTRACTS. The Board of Managers 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 Company and such authority may be general or confined to specific instances.

     SECTION 2. LOANS. No loans shall be contracted on behalf of the Company and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Managers. Such authority may be general or confined to specific instances.

7

     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 Company shall be signed by such officer or officers, agent or agents, of the Company and in such manner as shall from time to time be determined by resolution of the Board of Managers.

     SECTION 4. DEPOSITS. All funds of the Company not otherwise employed shall be deposited from time to time to the credit of the Company in such banks, trust companies, or other depositaries as the Board of Managers may select.

ARTICLE VI

TRANSFER OF PERCENTAGE OWNERSHIP

     Transfers of percentage ownership of the Company shall be made only on the books of the Company. The person in whose name percentage ownership stands on the books of the Company shall be deemed the owner thereof for all purposes as regards the Company.

ARTICLE VII

FISCAL YEAR

     The fiscal year of the Company 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 Managers.

ARTICLE VIII

DISTRIBUTIONS

     Prior to the dissolution of the Company, no Member shall have the right to receive any distributions of or return of its capital contribution. All distributions and all allocations of income, gains, losses and credits shall be made in accordance with the percentage ownership of the Members. The Board of Managers may from time to time declare, and the Company may pay, dividends on its percentage ownership in the manner and upon the terms and conditions provided by law and its Articles of Organization. The Members shall not be required to make any additional contributions of capital to the Company, although the Members may from time to time agree to make additional contributions to the Company.

ARTICLE IX

SEAL

     The Board of Managers may provide a company seal in such form as the Board of Managers may prescribe.

8

ARTICLE X

WAIVER OF NOTICE

     Whenever any notice whatsoever is required to be given under the provisions of this Agreement, or under the provisions of the Certificate of Formation, or under the provisions of the Act, 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.

ARTICLE XI

INDEMNIFICATION OF OFFICERS AND MANAGERS

     The Company shall indemnify its officers and managers against all reasonable expenses 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 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 shall extend 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 shall also extend 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 shall not be 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 or managers.

ARTICLE XII

AMENDMENTS

     The Members may alter, amend or rescind this Agreement at any annual or special meeting of Members at which a quorum is present, by the vote of a majority of the percentage ownership represented at such meeting, provided that the notice of such meeting shall have included notice of such proposed amendment. The Board of Managers shall have the power and authority to alter, amend or rescind the Agreement of the Company at any regular or special meeting at which a quorum is present by the vote of a majority of the entire Board of Managers, subject always to the power of the Members to change such action of the managers.

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     Executed this 1st day of March, 2008.

RUSSELLVILLE HOLDINGS, LLC, Sole Member
By:	/s/ D. Andrew Slusser
Name:  D. Andrew Slusser
Title:  Vice President

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EX-3.103

EXHIBIT 3.103

United States of America

The State or Washington

Secretary of State

     I, SAM REED, Secretary of. State of the State of Washington and custodian of its seal, hereby issue this

CERTIFICATE OF FORMATION

to

WESTERN WASHINGTON HEALTHCARE, LLC

     a/an WA Limited Liability Company. Charter documents are effective on the date indicated below.

Date: 6/18/2004

UBI Number: 602-405-282

APPID: 110245

     [SEAL]

     Given under my hand and the Seal of the State of Washington at Olympia, the State Capital

/s/ Sam Reed  

Sam Reed, Secretary of State 

State of Washington	APPLICATION TO FORM
Secretary of State	A LIMITED LIABILITY COMPANY
•    Please PRINT or TYPE in black ink	(Per Chapter 25.15 RCW)
•    Sign, date and return original AND ONE COPY to:	FEE: $175
CORPORATIONS DIVISION
801 CAPITOL WAY SOUTH — PO Box ___	EXPEDITED (24-HOUR) SERVICE AVAILABLE - $20 PER ENTITY
OLYMPIA, WA 98504-0234	INCLUDE FEE AND WRITE “EXPEDITE” IN BOLD LETTERS ON OUTSIDE OF ENVELOPE
•     BE SURE TO INCLUDE FILING FEE. Check should be made payable to “Secretary of State”
	FOR OFFICE USE ONLY
	Filed: ___/___/____ ___ 602405282
	CORPORATION NUMBER:
Important Person to contact about this filing	Daytime Phone Number (with area code)

CERTIFICATE OF FORMATION

NAME OF LIMITED LIABILITY COMPANY (LLC) (Must contain the word “Limited Liability Company” “Limited Liability Co.” “L. L. C”- or “LLC’)

     Western Washington Healthcare, LLC

ADDRESS OF LLC’S PRINCIPAL PLACE OF BUSINESS

Street Address (Required) One Park Plaza                      city Nashville                     State TN                     ZIP 37203

PO Box (Optional — Must be in same city as street address _______________ ZIP (If different than street ZIP) ________________

EFFECTIVE DATE OF LLC (Specified effective date may be up to 90 days AFTER receipt of the document by the Secretary of State)

o Specific Date:	þ Upon filing by the Secretary of State
DATE OF DISSOLUTION (If applicable)	MANAGEMENT OF LLC IS VESTED IN ONE OR MORE MANAGERS
	þYes o No

>>>>PLEASE ATTACH ANY OTHER PROVISIONS THE LLC ELECTS TO INCLUDE<<<<

NAME AND ADDRESS OF WASHINGTON STATE REGISTERED AGENT

Name C T Corporation System

Street Address (Required) 520 Pike Street                      City Seattle,                     State WA                      ZIP 98101

PO Box (Optional — Must be in same city as street address) __________________ ZIP (If different than street ZIP)____________

I consent to serve as Registered Agent in the State of Washington for the above named LLC. I understand it will be my responsibility to accept Service of Process on behalf of the LLC; to forward mail to the LLC; and to immediately notify the Office of the Secretary of State if I resign or change the Registered Office Address.

/s/ Mary R. Adams	Mary R. Adams, Assistant Secretary	06/17/2004
Signature of Agent	Printed Name	Date

NAMES ADDRESSES OF EACH PERSON EXECUTING THIS CERTIFICATE (If necessary, attach additional names and addresses)

Printed Name	Dora A. Blackwood
Address	One Park Plaza
Printed Name
Address
Printed Name
Address

Signature	/s/ Dora A. Blackwood
City Nashville                     State TN                     ZIP 37203
Signature
City ______________     State ________     Zip_________
Signature
City ______________     State ________     Zip_________

INFORMATION AND ASSISTANCE — 360/753-7115 (TDD — 360/753 — 1485)

Filed
Secretary of State
June 18, 2004
State of Washington

EX-3.104

EXHIBIT 3.104

LIMITED LIABILITY COMPANY AGREEMENT OF
WESTERN WASHINGTON HEALTHCARE, LLC

     The undersigned hereby executes this Limited Liability Company Agreement (“LLC Agreement”) as the sole member (“Member”) of Western Washington Healthcare, LLC (the “Company”), a Washington limited liability company formed on June 18, 2004, pursuant to the provisions of the Washington Limited Liability Company Act (“Act”). The Member hereby agrees that the ownership interests in the Company and initial capital contribution of the Member is as follows:

Name and Address	Percentage Ownership			Initial Capital Contribution
Columbia Olympia Management, Inc.		100	%	$	1,000.00
One Park Plaza
Nashville, Tennessee 37203

     The Company may engage in any lawful business permitted by the Act, including without limitation, acquiring, constructing, developing, owning, operating, selling, leasing, financing, and otherwise dealing with real property and healthcare businesses. The term of the Company shall be perpetual.

ARTICLE I

OFFICES

     The principal office of the Company shall be designated from time to time by the Board of Managers. The Company may have offices in addition to its principal place of business as the business of the Company may require from time to time.

     The registered office of the Company 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 Managers.

ARTICLE II

MEMBERS

     SECTION 1. MEETINGS. The annual meeting of Members shall be designated by the Board of Managers, for the purpose of electing managers and for the transaction of such other business as may come before the meeting. If the election of managers 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 Members to be held as soon thereafter as may be convenient. Special meetings of the Members may be called by the Chairman of the Board, the President, by a majority of the members of the Board of Managers or by the holders of not less than one-fifth of the Percentage Ownership of the Company.

     SECTION 2. PLACE OF MEETING. The annual meeting, or any special meeting of the Members, shall be held in Nashville, Tennessee, unless otherwise designated by the Members. A waiver of notice, signed by all Members, may designate any place, either within or without the State of Tennessee, as the place for the holding of such meeting.

     SECTION 3. NOTICE OF MEETINGS. When written or printed notice is required to be given to the Members, such notice shall be given 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 one hour nor more than forty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, the President, the Secretary, or the officer or persons calling the meeting, to each Member 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 in a sealed envelope addressed to the Member at his address as it appears on the records of the Company, with postage thereon prepaid. Notice of a meeting, either annual or special, called for the purpose of electing managers shall be delivered not less than two hours before the meeting.

     SECTION 4. MEETING OF ALL MEMBERS. If all of the Members shall meet at any time and place, either within or without the State, 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 Percentage Ownership of the Company, represented in person or by proxy, shall constitute a quorum at any meeting of Members; provided, that if less than a majority of the Percentage Ownership are represented at said meeting, a majority of the Percentage Ownership so represented may adjourn the meeting from time to time without further notice.

     SECTION 6. PROXIES. At all meetings of Members, a Member may vote by proxy executed in writing by the Member or by its duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Company 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 PERCENTAGE OWNERSHIP. Each percentage of the Percentage Ownership shall be entitled to one vote upon each matter submitted to a vote at a meeting of Members. Percentage Ownership standing in the name of another company, domestic or foreign, may be voted by such officer, agent or proxy as the governing documents of such company may prescribe, or, in the absence of such provision, as such company’s management may determine. In all elections of managers, every Member shall have the right to vote, in person or by proxy, one vote for each percentage of the Percentage Ownership owned by it, for as many persons as there are managers to be elected. All voting shall be on a non-cumulative basis, unless otherwise stated in the Articles of Organization or except as required by applicable state law.

     SECTION 8. INFORMAL ACTION BY MEMBERS. Any action required to be taken at a meeting of the Members 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

2

Members 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 Members entitled to vote thereon were present and voted with respect to the subject matter thereof.

ARTICLE III

MANAGERS

     SECTION 1. GENERAL POWERS. The business and affairs of the Company shall be managed by its Board of Managers.

     SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of managers of the Company shall be not less than one (1) nor more than ten (10), but may be increased by amendment of this LLC Agreement by the Members. Each manager 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. Managers need not be residents of the state of formation nor need they be the holder of any Percentage Ownership of the Company.

     SECTION 2.1. COMMITTEES OF THE BOARD. The Board of Managers may from time to time appoint such standing or special committees as it may deem for the best interest of the Company, but no such committee shall have any powers, except such as are expressly conferred upon it by the Board of Managers.

     SECTION 3. MEETINGS. A regular meeting of the Board of Managers shall be held without other notice than this LLC Agreement, immediately after, and at the same place, as the annual meeting of Members. Additional regular meetings of the Board of Managers may be held at any time and place designated by them. Special meetings of the Board of Managers may be called by or at the request of the Chairman of the Board or a majority of the managers. Special meetings shall be held, unless otherwise designated by the Board of Managers, in Nashville, Tennessee. Meetings may be held by the managers participating in same by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation constitutes presence in person for all those participating. Whenever the laws of the State authorize or permit managers 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 managers at a meeting.

     SECTION 4. NOTICE. Notice of any special meeting shall be given at least two (2) hours prior thereto by written notice delivered personally or mailed to each manager at his business address, or by facsimile. If mailed, such notice shall he deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by facsimile, such notice shall be deemed to be delivered when the facsimile is transmitted Any manager may waive notice of any meeting. The attendance of a manager at any meeting shall constitute a waiver of notice of such meeting, except where a manager 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 Managers need be specified in the notice or waiver of notice of such meeting.

3

     SECTION 5. QUORUM. A majority of the Board of Managers shall constitute a quorum for the transaction of business at any meeting of the Board of Managers, provided, that if less than a majority of the managers are present at said meeting, a majority of the managers present may adjourn the meeting from time to time without further notice.

     SECTION 6. MANNER OF ACTING. The act of the majority of the managers present at a meeting at which a quorum is present shall be the act of the Board of Managers. Any action required to be taken at a meeting of the Managers 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 Managers 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 Managers entitled to vote thereon were present and voted with respect to the subject matter thereof.

     SECTION 7. VACANCIES. Any vacancy occurring in the Board of Managers or in a position on the Board to be filled by reason of an increase in the number of managers, may be filled by election at an annual meeting or at a special meeting of Members called for that purpose. A manager elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

     SECTION 8. RESIGNATION OF MANAGERS. Any manager may resign at any time by giving written notice of such resignation to the Board of Managers, the Chairman of the Board 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 Managers or one of the above named officers; and, unless specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     SECTION 9. REMOVAL OF MANAGERS. At any special meeting of the Members, duly called as provided in this LLC Agreement, any manager or managers may, by the affirmative vote of the holders of a majority of all the Percentage Ownership entitled to vote for the election of managers, 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 10. COMPENSATION. Managers, as such, shall not receive any stated salaries for their services, but by resolution of the Board of Managers, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Managers; provided that nothing herein contained shall be construed to preclude any manager from serving the Company in any other capacity and receiving compensation therefor.

     SECTION 11. DELEGATION OF DUTIES TO CLINICAL BOARDS. The Board of Managers of the Company (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 outpatient center(s) (the “Facility”), as the case may be, owned by the Company 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 Managers may delegate certain duties to its officers and to the Board of Trustees of the hospital(s) and/or the Board of Governors of the outpatient 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

4

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 Managers 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 Managers, while maintaining continuing communication with the Clinical Board and Medical Staff.

     The Board of Managers has appointed the Clinical Board to assist and advise the CEO and/or Administrator, the Board of Managers, 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 Managers 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 Managers, 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 Managers 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 Managers, to overrule decisions made by the Clinical Board.

ARTICLE IV

OFFICERS

     SECTION 1. CLASSES. The officers of the Company shall be a President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the Board of Managers, 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 amendments to this article by the Members.

     SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Company shall be elected annually by the Board of Managers at the first meeting of the Board of Managers held after the annual meeting of Members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Vacancies may be filled or new offices created and filled at any meeting of the Board of Managers. 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.

     SECTION 3. REMOVAL. Any officer or agent elected or appointed by the Board of Managers may be removed by the Board of Managers whenever in its judgment the best interest

5

of the Company would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

     SECTION 4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Managers for the unexpired portion of the term.

     SECTION 5. PRESIDENT. The President shall have general charge of the business affairs and property of the Company and general supervision over its officers and agents. If present, he shall preside at all meetings of Members and he shall see that all orders and resolutions of the Board of Managers are carried into effect. He may sign and execute in the name of the Company deeds, mortgages, bonds, contracts, agreements or other instruments duly authorized by the Board of Managers except in cases where the signing and execution thereof shall be expressly delegated by the Board of Managers to some other officer or agent. From time to time, he shall report to the Board of Managers all matters within his knowledge which the interests of the Company may require to be brought to their attention. lie shall also perform such other duties as are given to him by this LLC Agreement or as from time to time may be assigned to him by the Board of Managers.

     SECTION 6. VICE PRESIDENTS. The Vice Presidents shall perform such duties as arc given to them by this LLC Agreement or as from time to time may be assigned to them by the Board of Managers, the Chairman of the Board, or the President, and, in the order of their seniority, or in any other order as the Board of Managers 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 Company, deeds, mortgages, bonds and other instruments.

     SECTION 7. SECRETARY. The Secretary shall:

     (a) Record all the proceedings of the meetings of the Members, the Board of Managers, 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 this LLC Agreement and as required by statutes;

     (c) Whenever any committee shall be appointed in pursuance of a resolution of the Board of Managers, furnish the Chairman of such committee with a copy of such resolution;

     (d) Be custodian of the records and of the seal of the Company, and cause such seal to be affixed to all instruments the execution of which on behalf of the Company 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;

6

     (f) Have charge of the ownership records of the Company and exhibit such records at all reasonable times to such persons as are entitled by statute to have access thereto;

     (g) In general, perform all duties incident to the office of the Secretary and such other duties as are given to him by this LLC Agreement or as from time to time may be assigned to him by the Board of Managers, the Chairman of the Board or the President.

     SECTION 8. ASSISTANT SECRETARIES. 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 Managers or the Chairman of the Board 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. The Assistant Secretaries shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Secretary.

     SECTION 9. TREASURER. If required by the Board of Managers, 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 Managers shall determine. He shall: (a) have charge and custody of and be responsible for all funds and securities of the Company; receive and give receipts for moneys due and payable to the Company from any source whatsoever, and deposit all such moneys in the name of the Company in such banks, trust companies, or other depositaries as shall be selected in accordance with the provisions of Article V of this LLC Agreement; (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 Managers, the Chairman of the Board or the President.

     SECTION 10. ASSISTANT TREASURERS. 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 Managers or the Chairman of the Board 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. The Assistant Treasurers shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Treasurer.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

     SECTION 1. CONTRACTS. The Board of Managers 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 Company and such authority may be general or confined to specific instances.

7

     SECTION 2. LOANS. No loans shall be contracted on behalf of the Company and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Managers. 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 Company shall be signed by such officer or officers, agent or agents, of the Company and in such manner as shall from time to time be determined by resolution of the Board of Managers.

     SECTION 4. DEPOSITS. All funds of the Company not otherwise employed shall be deposited from time to time to the credit of the Company in such banks, trust companies, or other depositaries as the Board of Managers may select.

ARTICLE VI

TRANSFER OF PERCENTAGE OWNERSHIP

     Transfers of Percentage Ownership of the Company shall be made only on the books of the Company. The person in whose name Percentage Ownership stand on the books of the Company shall be deemed the owner thereof for all purposes as regards the Company.

ARTICLE VII

FISCAL YEAR

     The fiscal year of the Company 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 Managers.

ARTICLE VIII

DISTRIBUTIONS

     Prior to the dissolution of the Company, no Member shall have the right to receive any distributions of or return of its capital contribution. All distributions and all allocations of income, gains, losses and credits shall be made in accordance with the Percentage Ownership of the Member. The Board of Managers may from time to time declare, and the Company may pay, dividends on its Percentage Ownership in the manner and upon the terms and conditions provided by law and its Articles of Organization. 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 contributions to the Company.

ARTICLE IX

SEAL

     The Board of Managers may provide a company seal in such form as the Board of Managers may prescribe.

8

ARTICLE X

WAIVER OF NOTICE

     Whenever any notice whatsoever is required to be given under the provisions of this LLC Agreement, or under the provisions of the Certificate of Formation, or under the provisions of the laws of the state of formation, 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.

ARTICLE XI

INDEMNIFICATION OF OFFICERS AND MANAGERS

     The Company shall indemnify its officers and managers against all reasonable expenses 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 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 shall extend 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 shall also extend 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 shall not be 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 or managers.

ARTICLE XII

AMENDMENTS

     The Members may alter, amend or rescind this LLC Agreement at any annual or special meeting of Members at which a quorum is present, by the vote of a majority of the Percentage Ownership represented at such meeting, provided that the notice of such meeting shall have included notice of such proposed amendment. The Board of Managers shall have the power and authority to alter, amend or rescind the LLC Agreement of the Company at any regular or special meeting at which a quorum is present by the vote of a majority of the entire Board of Managers, subject always to the power of the Members to change such action of the managers.

9

     Executed this 18th day of June, 2004.

COLUMBIA OLYMPIA MANAGEMENT, INC., Sole Member
By:	/s/ Dora A. Blackwood
	Dora A. Blackwood
	Vice President and Assistant Secretary

10

EX-3.105

EXHIBIT 3.105

State of Delaware

Office of the Secretary of State

     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF LIMITED LIABILITY COMPANY OF “WILLAMETTE VALLEY CLINICS, LLC”, FILED IN THIS OFFICE ON THE SIXTH DAY OF JANUARY, A.D. 1999, AT 9 O’CLOCK A.M.

[SEAL]

/s/ Edward J. Freel  

Edward J. Freel, Secretary of State 

2989347 8100	AUTHENTICATION: 9507782
991005185	Date: 01-07-99

CERTIFICATE OF FORMATION
OF
WILLAMETTE VALLEY CLINICS, LLC

Under Section 18-201 of the
Delaware Limited Liability Company Act

     FIRST: The name of the limited liability company is Willamette Valley Clinics, 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 January 6, 1999.

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 01/06/1999
991005185 – 2989347

CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF FORMATION
OF
WILLAMETTE VALLEY CLINICS, LLC

     The undersigned authorized person, desiring to amend the Certificate of Formation of Willamette Valley Clinics, LLC (the “LLC”) pursuant to Section 18-202 of the Delaware Limited Liability Company Act does hereby certify as follows:

     1. The name of the LLC is Willamette Valley Clinics, LLC, and its Certificate of Formation was filed on January 6, 1999, with the Delaware Secretary of State.

     2. The Certificate of Formation of the LLC is hereby amended as follows:

     SECOND: The address of the registered office of the Company in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

     THIRD: The name and address of the registered agent for service of process on the LLC in the state of Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

     6. This Certificate of Amendment shall be effective upon its filing with the Delaware Secretary of State.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment this 29th day of February, 2008.

By:	/s/ Denise W. Warren
	Name:	Denise W. Warren
	Authorized Person

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
DELIVERED 04:18 PM 03/03/2008
FILED 03:26 PM 03/03/2008
SRV 080275883 – 2989347 FILE

EX-3.106

EXHIBIT 3.106

THIRD AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
WILLAMETTE VALLEY CLINICS, LLC

     The undersigned hereby executes this Third Amended and Restated Limited Liability Company Agreement (the “Agreement”) as the sole member (“Member”) of Willamette Valley Clinics, LLC (the “Company”), an Delaware limited liability company formed on January 6, 1999, pursuant to the provisions of the Delaware Limited Liability Company Act (“Act”).

     The Company may engage in any lawful business permitted by the Act, including without limitation, acquiring, constructing, developing, owning, operating, selling, leasing, financing, and otherwise dealing with real property and healthcare businesses. The term of the Company shall be perpetual.

ARTICLE I

OFFICES

     The principal office of the Company shall be designated from time to time by the Board of Managers. The Company may have offices in addition to its principal place of business as the business of the Company may require from time to time.

     The registered office of the Company 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 Managers.

ARTICLE II

MEMBERS

     SECTION 1. MEETINGS. The annual meeting of Members shall be designated by the Board of Managers, for the purpose of electing managers and for the transaction of such other business as may come before the meeting. If the election of managers 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 Members to be held as soon thereafter as may be convenient. Special meetings of the Members may be called by the Chairman of the Board, the President, by a majority of the members of the Board of Managers or by the holders of not less than one-fifth of the percentage ownership of the Company.

     SECTION 2. PLACE OF MEETING. The annual meeting, or any special meeting of the Members, shall be held in Nashville, Tennessee, unless otherwise designated by them. A waiver of notice, signed by all Members, may designate any place, either within or without the State, as the place for the holding of such meeting. If a special meeting be otherwise called, the place of meeting shall be the office of the Company in the State of Tennessee, except as otherwise provided in Section 5 of this Article.

     SECTION 3. NOTICE OF MEETINGS. When written or printed notice is required to be given to the Members, such notice shall be given 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 one hour nor more than forty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, the President, the Secretary, or the officer or persons calling the meeting, to each Member 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 in a sealed envelope addressed to the Member at his address as it appears on the records of the Company, with postage thereon prepaid. Notice of a meeting, either annual or special, called for the purpose of electing managers shall be delivered not less than two hours before the meeting.

     SECTION 4. MEETING OF ALL MEMBERS. If all of the Members shall meet at any time and place, either within or without the State, 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 percentage ownership of the Company, represented in person or by proxy, shall constitute a quorum at any meeting of Members; provided, that if less than a majority of the percentage ownership are represented at said meeting, a majority of the percentage ownership so represented may adjourn the meeting from time to time without further notice.

     SECTION 6. PROXIES. At all meetings of Members, a Member may vote by proxy executed in writing by the Member or by its duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Company 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 PERCENTAGE OWNERSHIP. Each percentage of the percentage ownership shall be entitled to one vote upon each matter submitted to a vote at a meeting of Members. Percentage ownership standing in the name of another company, domestic or foreign, may be voted by such officer, agent or proxy as the governing documents of such company may prescribe, or, in the absence of such provision, as such company’s management may determine. In all elections of managers, every Member shall have the right to vote, in person or by proxy, one vote for each percentage of the percentage ownership owned by it, for as many persons as there are managers to be elected. All voting shall be on a non-cumulative basis, unless otherwise stated in the Articles of Organization or except as required by applicable state law.

     SECTION 8. INFORMAL ACTION BY MEMBERS. Any action required to be taken at a meeting of the Members 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 Members 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 Members entitled to vote thereon were present and voted with respect to the subject matter thereof.

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ARTICLE III

MANAGERS

     SECTION 1. GENERAL POWERS. The business and affairs of the Company shall be managed by its Board of Managers.

     SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of managers of the Company shall be not less than one (1) nor more than ten (10), but may be increased by amendment of this Agreement by the Members. Each manager 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. Managers need not be residents of the state of formation nor need they be the holder of any percentage ownership of the Company.

     SECTION 2.1 COMMITTEES OF THE BOARD. The Board of Managers may from time to time appoint such standing or special committees as it may deem for the best interest of the Company, but no such committee shall have any powers, except such as are expressly conferred upon it by the Board of Managers.

     SECTION 3. MEETINGS. A regular meeting of the Board of Managers shall be held without other notice than this Agreement, immediately after, and at the same place, as the annual meeting of Members. Additional regular meetings of the Board of Managers may be held at any time and place designated by them. Special Meetings of the Board of Managers may be called by or at the request of the Chairman of the Board or a majority of the managers. Special meetings shall be held, unless otherwise designated by the Board of Managers, in Nashville, Tennessee. Meetings may be held by the managers participating in same by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation constitutes presence in person for all those participating. Whenever the Act authorizes or permits managers 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 managers at a meeting.

     SECTION 4. NOTICE. Notice of any special meeting shall be given at least two (2) hours prior thereto by written notice delivered personally or mailed to each manager at his business address, or by facsimile. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by facsimile, such notice shall be deemed to be delivered when the facsimile is transmitted. Any manager may waive notice of any meeting. The attendance of a manager at any meeting shall constitute a waiver of notice of such meeting, except where a manager 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 Managers need be specified in the notice or waiver of notice of such meeting.

     SECTION 5. QUORUM. A majority of the Board of Managers shall constitute a quorum for the transaction of business at any meeting of the Board of Managers, provided, that if

3

less than a majority of the managers are present at said meeting, a majority of the managers present may adjourn the meeting from time to time without further notice.

     SECTION 6. MANNER OF ACTING. The act of the majority of the managers present at a meeting at which a quorum is present shall be the act of the Board of Managers. Any action required to be taken at a meeting of the Managers 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 Managers 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 Managers entitled to vote thereon were present and voted with respect to the subject matter thereof.

     SECTION 7. VACANCIES. Any vacancy occurring in the Board of Managers or in a position on the Board to be filled by reason of an increase in the number of managers, may be filled by election at an annual meeting or at a special meeting of Members called for that purpose. A manager elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

     SECTION 8. RESIGNATION OF MANAGERS. Any manager may resign at any time by giving written notice of such resignation to the Board of Managers, the Chairman of the Board 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 Managers or one of the above named officers; and, unless specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     SECTION 9. REMOVAL OF MANAGERS. At any special meeting of the Members, duly called as provided in this Agreement, any manager or managers may, by the affirmative vote of the holders of a majority of all the percentage ownership entitled to vote for the election of managers, 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 10. COMPENSATION. Managers, as such, shall not receive any stated salaries for their services, but by resolution of the Board of Managers, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Managers; provided that nothing herein contained shall be construed to preclude any manager from serving the Company in any other capacity and receiving compensation therefor.

     SECTION 11. DELEGATION OF DUTIES TO CLINICAL BOARDS. The Board of Managers of the Company (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 Company 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 Managers 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.

4

     The Board of Managers has delegated to the Chief Executive Officer of the Company, in accordance with this Agreement, the authority to appoint the Clinical Board. The Board of Managers has delegated to its officers, in accordance with this Agreement, 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 Managers, while maintaining continuing communication with the Clinical Board and Medical Staff.

     The Board of Managers has appointed the Clinical Board to assist and advise the CEO and/or Administrator, the Board of Managers, 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 Managers 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 policies regarding such matters.

     The Board of Managers, 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 Managers 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 Managers, to overrule decisions made by the Clinical Board.

ARTICLE IV

OFFICERS

     SECTION 1. CLASSES. The officers of the Company shall be a President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the Board of Managers, 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 the Board of Managers.

     SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Company shall be elected annually by the Board of Managers at the first meeting of the Board of Managers held after the annual meeting of Members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Vacancies may be filled or new offices created and filled at any meeting of the Board of Managers. 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.

     SECTION 3. REMOVAL. Any officer or agent elected or appointed by the Board of Managers may be removed by the Board of Managers whenever in its judgment the best interest

5

of the Company would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

     SECTION 4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Managers for the unexpired portion of the term.

     SECTION 5. PRESIDENT. The President shall have general charge of the business affairs and property of the Company and general supervision over its officers and agents, If present, he shall preside at all meetings of Members and he shall see that all orders and resolutions of the Board of Managers are carried into effect. He may sign and execute in the name of the Company deeds, mortgages, bonds, contracts, agreements or other instruments duly authorized by the Board of Managers except in cases where the signing and execution thereof shall be expressly delegated by the Board of Managers to some other officer or agent. From time to time, he shall report to the Board of Managers all matters within his knowledge which the interests of the Company may require to be brought to their attention. He shall also perform such other duties as are given to him by this Agreement or as from time to time may be assigned to him by the Board of Managers.

     SECTION 6. VICE PRESIDENTS. The Vice Presidents shall perform such duties as are given to them by this Agreement or as from time to time may be assigned to them by the Board of Managers, the Chairman of the Board, or the President, and, in the order of their seniority, or in any other order as the Board of Managers 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 Company, deeds, mortgages, bonds and other instruments.

     SECTION 7. SECRETARY. The Secretary shall:

     (a) Record all the proceedings of the meetings of the Members, the Board of Managers, 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 this Agreement and as required by statutes;

     (c) Whenever any committee shall be appointed in pursuance of a resolution of the Board of Managers, furnish the Chairman of such committee with a copy of such resolution;

     (d) Be custodian of the records and of the seal of the Company, and cause such seal to be affixed to all instruments the execution of which on behalf of the Company 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;

6

     (f) Have charge of the ownership records of the Company and exhibit such records at all reasonable times to such persons as are entitled by statute to have access thereto;

     (g) In general, perform all duties incident to the office of the Secretary and such other duties as are given to him by this Agreement or as from time to time may he assigned to him by the Board of Managers, the Chairman of the Board or the President.

     SECTION 8. ASSISTANT SECRETARIES. 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 Managers or the Chairman of the Board 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. The Assistant Secretaries shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Secretary.

     SECTION 9. TREASURER. If required by the Board of Managers, 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 Managers shall determine. He shall: (a) have charge and custody of and be responsible for all funds and securities of the Company; receive and give receipts for moneys due and payable to the Company from any source whatsoever, and deposit all such moneys in the name of the Company in such banks, trust companies, or other depositaries as shall be selected in accordance with the provisions of Article V of this Agreement; (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 Managers, the Chairman of the Board or the President.

     SECTION 10. ASSISTANT TREASURERS. 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 Managers or the Chairman of the Board 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. The Assistant Treasurers shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Treasurer.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

     SECTION 1. CONTRACTS. The Board of Managers 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 Company and such authority may be general or confined to specific instances.

     SECTION 2. LOANS. No loans shall be contracted on behalf of the Company and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Managers. Such authority may be general or confined to specific instances.

7

     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 Company shall be signed by such officer or officers, agent or agents, of the Company and in such manner as shall from time to time be determined by resolution of the Board of Managers.

     SECTION 4. DEPOSITS. All funds of the Company not otherwise employed shall be deposited from time to time to the credit of the Company in such banks, trust companies, or other depositaries as the Board of Managers may select.

ARTICLE VI

TRANSFER OF PERCENTAGE OWNERSHIP

     Transfers of percentage ownership of the Company shall be made only on the books of the Company. The person in whose name percentage ownership stands on the books of the Company shall be deemed the owner thereof for all purposes as regards the Company.

ARTICLE VII

FISCAL YEAR

     The fiscal year of the Company 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 Managers.

ARTICLE VIII

DISTRIBUTIONS

     Prior to the dissolution of the Company, no Member shall have the right to receive any distributions of or return of its capital contribution. All distributions and all allocations of income, gains, losses and credits shall be made in accordance with the percentage ownership of the Members. The Board of Managers may from time to time declare, and the Company may pay, dividends on its percentage ownership in the manner and upon the terms and conditions provided by law and its Articles of Organization. The Members shall not be required to make any additional contributions of capital to the Company, although the Members may from time to time agree to make additional contributions to the Company.

ARTICLE IX

SEAL

     The Board of Managers may provide a company seal in such form as the Board of Managers may prescribe.

8

ARTICLE X

WAIVER OF NOTICE

     Whenever any notice whatsoever is required to be given under the provisions of this Agreement, or under the provisions of the Certificate of Formation, or under the provisions of the Act, 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.

ARTICLE XI

INDEMNIFICATION OF OFFICERS AND MANAGERS

     The Company shall indemnify its officers and managers against all reasonable expenses 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 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 shall extend 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 shall also extend 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 shall not be 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 or managers.

ARTICLE XII

AMENDMENTS

     The Members may alter, amend or rescind this Agreement at any annual or special meeting of Members at which a quorum is present, by the vote of a majority of the percentage ownership represented at such meeting, provided that the notice of such meeting shall have included notice of such proposed amendment. The Board of Managers shall have the power and authority to alter, amend or rescind the Agreement of the Company at any regular or special meeting at which a quorum is present by the vote of a majority of the entire Board of Managers, subject always to the power of the Members to change such action of the managers.

9

     Executed this 1^st day of March, 2008.

CAPELLA HEALTHCARE, INC., Sole Member
By:	/s/ D. Andrew Slusser
Name:  D. Andrew Slusser
Title:   Vice President

10

EX-3.107

EXHIBIT 3.107

State of Delaware

Office of the Secretary of State

     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF LIMITED LIABILITY COMPANY OF “WILLIAMETTE VALLEY MEDICAL CENTER, LLC”, FILED IN THIS OFFICE ON THE NINTH DAY OF NOVEMBER, A.D. 1998, AT 9 O’CLOCK A.M.

[SEAL]

/s/ Edward J. Freel  

Edward J. Freel, Secretary of State 

2964656 8100	AUTHENTICATION: 9399739
981431196	Date: 11/12/98

CERTIFICATE OF FORMATION
OF
WILLIAMETTE VALLEY MEDICAL CENTER, LLC

Under Section 18-201 of the
Delaware Limited Liability Company Act

     FIRST: The name of the limited liability company is Williamette Valley 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 Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of October 30 , 1998.

By:	/s/ John M. Franck III
	Name:	John M. Franck II
	Title:	Authorized Person

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 11/09/1998

981431196 - 02964656 FILE

CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF FORMATION
OF
WILLAMETTE VALLEY CLINICS, LLC

     The undersigned authorized person, desiring to amend the Certificate of Formation of Willamette Valley Clinics, LLC (the “LLC”) pursuant to Section 18-202 of the Delaware Limited Liability Company Act does hereby certify as follows:

     1. The name of the LLC is Willamette Valley Clinics, LLC, and its Certificate of Formation was filed on January 6, 1999, with the Delaware Secretary of State.

     2. The Certificate of Formation of the LLC is hereby amended as follows:

     SECOND: The address of the registered office of the Company in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

     THIRD: The name and address of the registered agent for service of process on the LLC in the state of Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

     6. This Certificate of Amendment shall be effective upon its filing with the Delaware Secretary of State.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment this 29th day of February, 2008.

By:	/s/ Denise W. Warren
	Name:	Denise W. Warren
	Authorized Person

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

DELIVERED 04:18 PM 03/03/2008

FILED 03:26 PM 03/03/2008

SRV 080275883 - 2989347 FILE

EX-3.108

EXHIBIT 3.108

SECOND AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
WILLAMETTE VALLEY MEDICAL CENTER, LLC

     The undersigned hereby executes this Second Amended and Restated Limited Liability Company Agreement (the “Agreement”) as the sole member (“Member”) of Willamette Valley Medical Center, LLC (the “Company”), an Delaware limited liability company formed on December 4, 1998, pursuant to the provisions of the Delaware Limited Liability Company Act (“Act”).

     The Company may engage in any lawful business permitted by the Act, including without limitation, acquiring, constructing, developing, owning, operating, selling, leasing, financing, and otherwise dealing with real property and healthcare businesses. The term of the Company shall be perpetual.

ARTICLE I

OFFICES

     The principal office of the Company shall be designated from time to time by the Board of Managers. The Company may have offices in addition to its principal place of business as the business of the Company may require from time to time.

     The registered office of the Company 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 Managers.

ARTICLE II

MEMBERS

     SECTION 1. MEETINGS. The annual meeting of Members shall be designated by the Board of Managers, for the purpose of electing managers and for the transaction of such other business as may come before the meeting. If the election of managers 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 Members to be held as soon thereafter as may be convenient. Special meetings of the Members may be called by the Chairman of the Board, the President, by a majority of the members of the Board of Managers or by the holders of not less than one-fifth of the percentage ownership of the Company.

     SECTION 2. PLACE OF MEETING. The annual meeting, or any special meeting of the Members, shall be held in Nashville, Tennessee, unless otherwise designated by them. A waiver of notice, signed by all Members, may designate any place, either within or without the State, as the place for the holding of such meeting. If a special meeting be otherwise called, the place of meeting shall be the office of the Company in the State of Tennessee, except as otherwise provided in Section 5 of this Article.

     SECTION 3. NOTICE OF MEETINGS. When written or printed notice is required to be given to the Members, such notice shall be given 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 one hour nor more than forty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, the President, the Secretary, or the officer or persons calling the meeting, to each Member 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 in a sealed envelope addressed to the Member at his address as it appears on the records of the Company, with postage thereon prepaid. Notice of a meeting, either annual or special, called for the purpose of electing managers shall be delivered not less than two hours before the meeting.

     SECTION 4. MEETING OF ALL MEMBERS. If all of the Members shall meet at any time and place, either within or without the State, 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 percentage ownership of the Company, represented in person or by proxy, shall constitute a quorum at any meeting of Members; provided, that if less than a majority of the percentage ownership are represented at said meeting, a majority of the percentage ownership so represented may adjourn the meeting from time to time without further notice.

     SECTION 6. PROXIES. At all meetings of Members, a Member may vote by proxy executed in writing by the Member or by its duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Company 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 PERCENTAGE OWNERSHIP. Each percentage of the percentage ownership shall be entitled to one vote upon each matter submitted to a vote at a meeting of Members. Percentage ownership standing in the name of another company, domestic or foreign, may be voted by such officer, agent or proxy as the governing documents of such company may prescribe, or, in the absence of such provision, as such company’s management may determine. In all elections of managers, every Member shall have the right to vote, in person or by proxy, one vote for each percentage of the percentage ownership owned by it, for as many persons as there are managers to be elected. All voting shall be on a non-cumulative basis, unless otherwise stated in the Articles of Organization or except as required by applicable state law.

     SECTION 8. INFORMAL ACTION BY MEMBERS. Any action required to be taken at a meeting of the Members 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 Members 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 Members entitled to vote thereon were present and voted with respect to the subject matter thereof.

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ARTICLE III

MANAGERS

     SECTION 1. GENERAL POWERS. The business and affairs of the Company shall be managed by its Board of Managers.

     SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of managers of the Company shall be not less than one (1) nor more than ten (10), but may be increased by amendment of this Agreement by the Members. Each manager 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. Managers need not be residents of the state of formation nor need they be the holder of any percentage ownership of the Company.

     SECTION 2.1 COMMITTEES OF THE BOARD. The Board of Managers may from time to time appoint such standing or special committees as it may deem for the best interest of the Company, but no such committee shall have any powers, except such as are expressly conferred upon it by the Board of Managers.

     SECTION 3. MEETINGS. A regular meeting of the Board of Managers shall be held without other notice than this Agreement, immediately after, and at the same place, as the annual meeting of Members. Additional regular meetings of the Board of Managers may be held at any time and place designated by them. Special Meetings of the Board of Managers may be called by or at the request of the Chairman of the Board or a majority of the managers. Special meetings shall be held, unless otherwise designated by the Board of Managers, in Nashville, Tennessee. Meetings may be held by the managers participating in same by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation constitutes presence in person for all those participating. Whenever the Act authorizes or permits managers 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 managers at a meeting.

     SECTION 4. NOTICE. Notice of any special meeting shall be given at least two (2) hours prior thereto by written notice delivered personally or mailed to each manager at his business address, or by facsimile. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by facsimile, such notice shall be deemed to be delivered when the facsimile is transmitted. Any manager may waive notice of any meeting. The attendance of a manager at any meeting shall constitute a waiver of notice of such meeting, except where a manager 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 Managers need be specified in the notice or waiver of notice of such meeting.

     SECTION 5. QUORUM. A majority of the Board of Managers shall constitute a quorum for the transaction of business at any meeting of the Board of Managers, provided, that if

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less than a majority of the managers are present at said meeting, a majority of the managers present may adjourn the meeting from time to time without further notice.

     SECTION 6. MANNER OF ACTING. The act of the majority of the managers present at a meeting at which a quorum is present shall be the act of the Board of Managers. Any action required to be taken at a meeting of the Managers 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 Managers 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 Managers entitled to vote thereon were present and voted with respect to the subject matter thereof.

     SECTION 7. VACANCIES. Any vacancy occurring in the Board of Managers or in a position on the Board to be filled by reason of an increase in the number of managers, may be filled by election at an annual meeting or at a special meeting of Members called for that purpose. A manager elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

     SECTION 8. RESIGNATION OF MANAGERS. Any manager may resign at any time by giving written notice of such resignation to the Board of Managers, the Chairman of the Board 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 Managers or one of the above named officers; and, unless specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     SECTION 9. REMOVAL OF MANAGERS. At any special meeting of the Members, duly called as provided in this Agreement, any manager or managers may, by the affirmative vote of the holders of a majority of all the percentage ownership entitled to vote for the election of managers, 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 10. COMPENSATION. Managers, as such, shall not receive any stated salaries for their services, but by resolution of the Board of Managers, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Managers; provided that nothing herein contained shall be construed to preclude any manager from serving the Company in any other capacity and receiving compensation therefor.

     SECTION 11. DELEGATION OF DUTIES TO CLINICAL BOARDS. The Board of Managers of the Company (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 Company 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 Managers 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.

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     The Board of Managers has delegated to the Chief Executive Officer of the Company, in accordance with this Agreement, the authority to appoint the Clinical Board. The Board of Managers has delegated to its officers, in accordance with this Agreement, 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 Managers, while maintaining continuing communication with the Clinical Board and Medical Staff.

     The Board of Managers has appointed the Clinical Board to assist and advise the CEO and/or Administrator, the Board of Managers, 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 Managers 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 policies regarding such matters.

     The Board of Managers, 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 Managers 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 Managers, to overrule decisions made by the Clinical Board.

ARTICLE IV

OFFICERS

     SECTION 1. CLASSES. The officers of the Company shall be a President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the Board of Managers, 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 the Board of Managers.

     SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Company shall be elected annually by the Board of Managers at the first meeting of the Board of Managers held after the annual meeting of Members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Vacancies may be filled or new offices created and filled at any meeting of the Board of Managers. 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.

     SECTION 3. REMOVAL. Any officer or agent elected or appointed by the Board of Managers may be removed by the Board of Managers whenever in its judgment the best interest

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of the Company would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

     SECTION 4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Managers for the unexpired portion of the term.

     SECTION 5. PRESIDENT. The President shall have general charge of the business affairs and property of the Company and general supervision over its officers and agents, If present, he shall preside at all meetings of Members and he shall see that all orders and resolutions of the Board of Managers are carried into effect. He may sign and execute in the name of the Company deeds, mortgages, bonds, contracts, agreements or other instruments duly authorized by the Board of Managers except in cases where the signing and execution thereof shall be expressly delegated by the Board of Managers to some other officer or agent. From time to time, he shall report to the Board of Managers all matters within his knowledge which the interests of the Company may require to be brought to their attention. He shall also perform such other duties as are given to him by this Agreement or as from time to time may be assigned to him by the Board of Managers.

     SECTION 6. VICE PRESIDENTS. The Vice Presidents shall perform such duties as are given to them by this Agreement or as from time to time may be assigned to them by the Board of Managers, the Chairman of the Board, or the President, and, in the order of their seniority, or in any other order as the Board of Managers 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 Company, deeds, mortgages, bonds and other instruments.

     SECTION 7. SECRETARY. The Secretary shall:

     (a) Record all the proceedings of the meetings of the Members, the Board of Managers, 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 this Agreement and as required by statutes;

     (c) Whenever any committee shall be appointed in pursuance of a resolution of the Board of Managers, furnish the Chairman of such committee with a copy of such resolution;

     (d) Be custodian of the records and of the seal of the Company, and cause such seal to be affixed to all instruments the execution of which on behalf of the Company 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;

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     (f) Have charge of the ownership records of the Company and exhibit such records at all reasonable times to such persons as are entitled by statute to have access thereto;

     (g) In general, perform all duties incident to the office of the Secretary and such other duties as are given to him by this Agreement or as from time to time may he assigned to him by the Board of Managers, the Chairman of the Board or the President.

     SECTION 8. ASSISTANT SECRETARIES. 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 Managers or the Chairman of the Board 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. The Assistant Secretaries shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Secretary.

     SECTION 9. TREASURER. If required by the Board of Managers, 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 Managers shall determine. He shall: (a) have charge and custody of and be responsible for all funds and securities of the Company; receive and give receipts for moneys due and payable to the Company from any source whatsoever, and deposit all such moneys in the name of the Company in such banks, trust companies, or other depositaries as shall be selected in accordance with the provisions of Article V of this Agreement; (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 Managers, the Chairman of the Board or the President.

     SECTION 10. ASSISTANT TREASURERS. 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 Managers or the Chairman of the Board 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. The Assistant Treasurers shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Treasurer.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

     SECTION 1. CONTRACTS. The Board of Managers 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 Company and such authority may be general or confined to specific instances.

     SECTION 2. LOANS. No loans shall be contracted on behalf of the Company and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Managers. Such authority may be general or confined to specific instances.

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     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 Company shall be signed by such officer or officers, agent or agents, of the Company and in such manner as shall from time to time be determined by resolution of the Board of Managers.

     SECTION 4. DEPOSITS. All funds of the Company not otherwise employed shall be deposited from time to time to the credit of the Company in such banks, trust companies, or other depositaries as the Board of Managers may select.

ARTICLE VI

TRANSFER OF PERCENTAGE OWNERSHIP

     Transfers of percentage ownership of the Company shall be made only on the books of the Company. The person in whose name percentage ownership stands on the books of the Company shall be deemed the owner thereof for all purposes as regards the Company.

ARTICLE VII

FISCAL YEAR

     The fiscal year of the Company 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 Managers.

ARTICLE VIII

DISTRIBUTIONS

     Prior to the dissolution of the Company, no Member shall have the right to receive any distributions of or return of its capital contribution. All distributions and all allocations of income, gains, losses and credits shall be made in accordance with the percentage ownership of the Members. The Board of Managers may from time to time declare, and the Company may pay, dividends on its percentage ownership in the manner and upon the terms and conditions provided by law and its Articles of Organization. The Members shall not be required to make any additional contributions of capital to the Company, although the Members may from time to time agree to make additional contributions to the Company.

ARTICLE IX

SEAL

     The Board of Managers may provide a company seal in such form as the Board of Managers may prescribe.

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ARTICLE X

WAIVER OF NOTICE

     Whenever any notice whatsoever is required to be given under the provisions of this Agreement, or under the provisions of the Certificate of Formation, or under the provisions of the Act, 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.

ARTICLE XI

INDEMNIFICATION OF OFFICERS AND MANAGERS

     The Company shall indemnify its officers and managers against all reasonable expenses 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 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 shall extend 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 shall also extend 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 shall not be 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 or managers.

ARTICLE XII

AMENDMENTS

     The Members may alter, amend or rescind this Agreement at any annual or special meeting of Members at which a quorum is present, by the vote of a majority of the percentage ownership represented at such meeting, provided that the notice of such meeting shall have included notice of such proposed amendment. The Board of Managers shall have the power and authority to alter, amend or rescind the Agreement of the Company at any regular or special meeting at which a quorum is present by the vote of a majority of the entire Board of Managers, subject always to the power of the Members to change such action of the managers.

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     Executed this 1^st day of March, 2008.

CAPELLA HEALTHCARE, LLC, Sole Member
By:	/s/ D. Andrew Slusser
Name:	D. Andrew Slusser
Title:	Vice President

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EX-3.109

EXHIBIT 3.109

State of Delaware

Office of the Secretary of State

     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF FORMATION OF “WPC HOLDCO, LLC”, FILED IN THIS OFFICE ON THE FIFTEENTH DAY OF DECEMBER, A.D. 2000, AT 9 O’CLOCK A.M.

[SEAL]	/s/ Edward J. Freel
	Edward J. Freel, Secretary of State

3330911 8100	AUTHENTICATION: 0859734
001630936	Date: 12-18-00

CERTIFICATE OF FORMATION

OF

WPC HOLDCO, LLC

Under Section 18-201 of the
Delaware Limited Liability Company Act

     FIRST: The name of the limited liability company is WPC Holdco, LLC (the “Company”).

     SECOND: The address of the registered office of the Company in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

     THIRD: The name and address of the Company’s registered agent for service of process 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 December 15, 2000.

By:	/s/ Dora Blackwood
	Dora Blackwood
	Assistant Secretary

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 12/15/2000

001630936 – 3330911

Delaware

__________________

The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “WPC HOLDCO, LLC”, FILED IN THIS OFFICE ON THE SEVENTEENTH DAY OF DECEMBER, A.D. 2001, AT 10 O’CLOCK A.M.

[SEAL]	/s/ Harriett Smith Windsor
	Harriet Smith Windsor, Secretary of State

3330911 8100	AUTHENTICATION: 1567375
020009669	Date: 01-18-02

CERTIFICATE OF AMENDMENT

OF

WPC Holdco, LLC

     1. The name of the limited liability company is WPC Holdco, 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 WPC Holdco, LLC this 10th day of December, 2001.

WPC Holdco, LLC
 

/s/ Mary R. Adams  

Mary R. Adams, as Assistant Secretary 

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

DELIVERED 10:00 AM 12/17/2001

020009669 – 3330911

EX-3.110

EXHIBIT 3.110

LIMITED LIABILITY COMPANY AGREEMENT
OF
WPC HOLDCO, LLC

     The undersigned hereby executes this Limited Liability Company Agreement (“LLC Agreement”) as the sole member (“Member”) of WPC Holdco, LLC (the “Company”), a Delaware limited liability company formed on December 20, 2000, pursuant to the provisions of the Delaware Limited Liability Company Act (“Act”). The Member hereby agrees that the ownership interests in the Company and initial capital contribution of the Member is as follows:

Name and Address	Percentage Ownership			Initial Capital Contribution
Western Plains Capital, Inc. One Park Plaza Nashville, Tennessee 37203		100	%	$	1,000.00

     The Company may engage in any lawful business permitted by the Act, including without limitation, acquiring, constructing, developing, owning, operating, selling, leasing, financing, and otherwise dealing with real property and healthcare businesses. The term of the Company shall be perpetual.

ARTICLE I

OFFICES

     The principal office of the Company shall be designated from time to time by the Board of Managers. The Company may have offices in addition to its principal place of business as the business of the Company may require from time to time.

     The registered office of the Company 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 Managers.

ARTICLE II

MEMBERS

     SECTION 1. ANNUAL MEETING. The annual meeting of Members shall be held in the month of June or such other date as designated by the Board of Managers, for the purpose of electing managers and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a Saturday, Sunday or legal holiday, such meeting shall be held on the next succeeding business day. If the election of managers 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 Members to be held as soon thereafter as may be convenient.

     SECTION 2. SPECIAL MEETINGS. Special meetings of the Members may be called by the Chairman of the Board, the President, by a majority of the members of the Board of Managers or by the holders of not less than one-fifth of the Percentage Ownership of the Company.

     SECTION 3. PLACE OF MEETING. The annual meeting, or any special meeting of the Members, shall be held in Nashville, Tennessee, unless otherwise designated by them. A waiver of notice, signed by all Members, may designate any place, either within or without the State, as the place for the holding of such meeting. If a special meeting be otherwise called, the place of meeting shall be the office of the Company in the State of Tennessee, except as otherwise provided in Section 5 of this Article.

     SECTION 4. NOTICE OF MEETINGS. When written or printed notice is required to be given to the Members, such notice shall be given 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 one hour nor more than forty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, the President, the Secretary, or the officer or persons calling the meeting, to each Member 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 in a sealed envelope addressed to the Member at his address as it appears on the records of the Company, with postage thereon prepaid. Notice of a meeting, either annual or special, called for the purpose of electing managers shall be delivered not less than two hours before the meeting.

     SECTION 5. MEETING OF ALL MEMBERS. If all of the Members shall meet at any time and place, either within or without the State, 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 6. QUORUM. A majority of the Percentage Ownership of the Company, represented in person or by proxy, shall constitute a quorum at any meeting of Members; provided, that if less than a majority of the Percentage Ownership are represented at said meeting, a majority of the Percentage Ownership so represented may adjourn the meeting from time to time without further notice.

     SECTION 7. PROXIES. At all meetings of Members, a Member may vote by proxy executed in writing by the Member or by its duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Company 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 8. VOTING OF PERCENTAGE OWNERSHIP. Subject to the provisions of Section 10, each percentage of the Percentage Ownership shall be entitled to one vote upon each matter submitted to a vote at a meeting of Members.

     SECTION 9. VOTING OF PERCENTAGE OWNERSHIP BY CERTAIN HOLDERS. Percentage Ownership standing in the name of another company, domestic or foreign, may be

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voted by such officer, agent or proxy as the governing documents of such company may prescribe, or, in the absence of such provision, as such company’s management may determine.

     SECTION 10. VOTING. In all elections of managers, every Member shall have the right to vote, in person or by proxy, the number of Percentage Ownership owned by it, for as many persons as there are managers to be elected. All voting shall be on a non-cumulative basis, unless otherwise stated in the Articles of Organization or except as required by applicable state law.

     SECTION 11. INFORMAL ACTION BY MEMBERS. Any action required to be taken at a meeting of the Members 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 Members 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 Members entitled to vote thereon were present and voted with respect to the subject matter thereof.

ARTICLE III

MANAGERS

     SECTION 1. GENERAL POWERS. The business and affairs of the Company shall be managed by its Board of Managers.

     SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of managers of the Company shall be not less than one (1) nor more than ten (10), but may be increased by amendment of this LLC Agreement by the Members. Each manager 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. Managers need not be residents of the state of formation nor need they be the holder of any Percentage Ownership of the Company.

     SECTION 2.1. COMMITTEES OF THE BOARD. The Board of Managers may from time to time appoint such standing or special committees as it may deem for the best interest of the Company, but no such committee shall have any powers, except such as are expressly conferred upon it by the Board of Managers.

     SECTION 3. MEETINGS. A regular meeting of the Board of Managers shall be held without other notice than this LLC Agreement, immediately after, and at the same place, as the annual meeting of Members. Additional regular meetings of the Board of Managers may be held at any time and place designated by them. Special meetings of the Board of Managers may be called by or at the request of the Chairman of the Board or a majority of the managers. Special meetings shall be held, unless otherwise designated by the Board of Managers, in Nashville, Tennessee. Meetings may be held by the managers participating in same by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation constitutes presence in person for all those participating. Whenever the laws of the State authorize or permit managers 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 managers at a meeting.

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     SECTION 4. NOTICE. Notice of any special meeting shall be given at least two (2) hours prior thereto by written notice delivered personally or mailed to each manager at his business address, or by facsimile. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by facsimile, such notice shall be deemed to be delivered when the facsimile is transmitted. Any manager may waive notice of any meeting. The attendance of a manager at any meeting shall constitute a waiver of notice of such meeting, except where a manager 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 Managers need be specified in the notice or waiver of notice of such meeting.

     SECTION 5. QUORUM. A majority of the Board of Managers shall constitute a quorum for the transaction of business at any meeting of the Board of Managers, provided, that if less than a majority of the managers are present at said meeting, a majority of the managers present may adjourn the meeting from time to time without further notice.

     SECTION 6. MANNER OF ACTING. The act of the majority of the managers present at a meeting at which a quorum is present shall be the act of the Board of Managers. Any action required to be taken at a meeting of the Managers 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 Managers 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 Managers entitled to vote thereon were present and voted with respect to the subject matter thereof.

     SECTION 7. VACANCIES. Any vacancy occurring in the Board of Managers or in a position on the Board to be filled by reason of an increase in the number of managers, may be filled by election at an annual meeting or at a special meeting of Members called for that purpose. A manager elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

     SECTION 8. RESIGNATION OF MANAGERS. Any manager may resign at any time by giving written notice of such resignation to the Board of Managers, the Chairman of the Board 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 Managers or one of the above named officers; and, unless specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     SECTION 9. REMOVAL OF MANAGERS. At any special meeting of the Members, duly called as provided in this LLC Agreement, any manager or managers may, by the affirmative vote of the holders of a majority of all the Percentage Ownership entitled to vote for the election of managers, 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 10. COMPENSATION. Managers, as such, shall not receive any stated salaries for their services, but by resolution of the Board of Managers, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the

4

Board of Managers; provided that nothing herein contained shall be construed to preclude any manager from serving the Company in any other capacity and receiving compensation therefor.

ARTICLE IV

OFFICERS

     SECTION 1. CLASSES. The officers of the Company shall be a President, a Vice President, a Secretary, a Treasurer, and such other officers as may be elected or appointed in accordance with the provisions of Sections 2 or 4 of this article.

     SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Company shall be elected annually by the Board of Managers at the first meeting of the Board of Managers held after the annual meeting of Members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Vacancies may be filled or new offices created and filled at any meeting of the Board of Managers. 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.

     SECTION 3. REMOVAL. Any officer or agent elected or appointed by the Board of Managers may be removed by the Board of Managers whenever in its judgment the best interest of the Company would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

     SECTION 4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Managers for the unexpired portion of the term.

     SECTION 5. PRESIDENT. The President shall have general charge of the business affairs and property of the Company and general supervision over its officers and agents. If present, he shall preside at all meetings of Members and he shall see that all orders and resolutions of the Board of Managers are carried into effect. He may sign and execute in the name of the Company deeds, mortgages, bonds, contracts, agreements or other instruments duly authorized by the Board of Managers except in cases where the signing and execution thereof shall be expressly delegated by the Board of Managers to some other officer or agent. From time to time, he shall report to the Board of Managers all matters within his knowledge which the interests of the Company may require to be brought to their attention. He shall also perform such other duties as are given to him by this LLC Agreement or as from time to time may be assigned to him by the Board of Managers.

     SECTION 6. VICE PRESIDENTS. The Vice Presidents shall perform such duties as are given to them by this LLC Agreement or as from time to time may be assigned to them by the Board of Managers, the Chairman of the Board, or the President, and, in the order of their seniority, or in any other order as the Board of Managers 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 Company, deeds, mortgages, bonds and other instruments.

5

     SECTION 7. SECRETARY. The Secretary shall:

     (a) Record all the proceedings of the meetings of the Members, the Board of Managers, 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 this LLC Agreement and as required by statutes;

     (c) Whenever any committee shall be appointed in pursuance of a resolution of the Board of Managers, furnish the Chairman of such committee with a copy of such resolution;

     (d) Be custodian of the records and of the seal of the Company, and cause such seal to be affixed to all instruments the execution of which on behalf of the Company 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 ownership and transfer books of the Company and exhibit such books at all reasonable times to such persons as are entitled by statute to have access thereto;

     (g) In general, perform all duties incident to the office of the Secretary and such other duties as are given to him by this LLC Agreement or as from time to time may be assigned to him by the Board of Managers, the Chairman of the Board or the President.

     SECTION 8. ASSISTANT SECRETARIES. 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 Managers or the Chairman of the Board 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. The Assistant Secretaries shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Secretary.

     SECTION 9. TREASURER. If required by the Board of Managers, 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 Managers shall determine. He shall: (a) have charge and custody of and be responsible for all funds and securities of the Company; receive and give receipts for moneys due and payable to the Company from any source whatsoever, and deposit all such moneys in the name of the Company in such banks, trust companies, or other depositaries as shall be selected in accordance with the provisions of Article V of this LLC Agreement; (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 Managers, the Chairman of the Board or the President.

6

     SECTION 10. ASSISTANT TREASURERS. 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 Managers or the Chairman of the Board 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. The Assistant Treasurers shall perform such other duties as from time to time may be assigned to them respectively by the Board of Managers, the Chairman of the Board, the President or the Treasurer.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

     SECTION 1. CONTRACTS. The Board of Managers 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 Company and such authority may be general or confined to specific instances.

     SECTION 2. LOANS. No loans shall be contracted on behalf of the Company and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Managers. 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 Company shall be signed by such officer or officers, agent or agents, of the Company and in such manner as shall from time to time be determined by resolution of the Board of Managers.

     SECTION 4. DEPOSITS. All funds of the Company not otherwise employed shall be deposited from time to time to the credit of the Company in such banks, trust companies, or other depositaries as the Board of Managers may select.

ARTICLE VI

TRANSFER OF PERCENTAGE OWNERSHIP

     Transfers of Percentage Ownership of the Company shall be made only on the books of the Company by the registered holder thereof or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Company. The person in whose name Percentage Ownership stand on the books of the Company shall be deemed the owner thereof for all purposes as regards the Company.

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ARTICLE VII

FISCAL YEAR

     The fiscal year of the Company 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 Managers.

ARTICLE VIII

DISTRIBUTIONS

     Prior to the dissolution of the Company, no Member shall have the right to receive any distributions of or return of its capital contribution. All distributions and all allocations of income, gains, losses and credits shall he made in accordance with the Percentage Ownership of the Member. The Board of Managers may from time to time declare, and the Company may pay, dividends on its Percentage Ownership in the manner and upon the terms and conditions provided by law and its Articles of Organization. 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 contributions to the Company.

ARTICLE IX

SEAL

     At the discretion of the Board of Managers, the seal of the Company shall be in such form as the Board of Managers shall prescribe.

ARTICLE X

WAIVER OF NOTICE

     Whenever any notice whatsoever is required to be given under the provisions of this LLC Agreement, or under the provisions of the Articles of Organization, or under the provisions of the laws of the State, 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.

ARTICLE XI

INDEMNIFICATION OF OFFICERS AND MANAGERS

     The Company shall indemnify its officers and managers against all reasonable expenses 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 managers of the Company, and against all liability in such suits, except in such cases as involve gross

8

negligence or willful misconduct in the performance of their duties. Such indemnification shall extend 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 shall also extend 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 shall not be 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 or managers.

ARTICLE XII

AMENDMENTS

     The Members may alter, amend or rescind this LLC Agreement at any annual or special meeting of Members at which a quorum is present, by the vote of a majority of the Percentage Ownership represented at such meeting, provided that the notice of such meeting shall have included notice of such proposed amendment. The Board of Managers shall have the power and authority to alter, amend or rescind the LLC Agreement of the Company at any regular or special meeting at which a quorum is present by the vote of a majority of the entire Board of Managers, subject always to the power of the Members to change such action of the managers.

Western Plains Capital, Inc., Sole Member
By:	/s/ John M. Franck II
	John M. Franck II
	President

9

EX-4.1

EXHIBIT 4.1

EXECUTION COPY

CAPELLA HEALTHCARE, INC.

$500,000,000

9¹/4% SENIOR NOTES DUE 2017

INDENTURE

Dated as of June 28, 2010

U.S. Bank National Association,

as Trustee

CROSS-REFERENCE TABLE

TIA Section	Indenture
Reference	Section
310(a)(1)		7.10
(a)(2)		7.10
(a)(3)		N.A.
(a)(4)		N.A.
(a)(5)		7.10
(b)		7.08, 7.10
(c)		N.A.
311(a)		7.11
(b)		7.11
(c)		N.A.
312(a)		2.05
(b)		12.03
(c)		12.03
313(a)		7.06
(b)(1)		N.A.
(b)(2)		7.06, 7.07
(c)		7.06, 12.02
(d)		7.06
314(a)		4.03, 4.04, 12.02
(b)		N.A.
(c)(1)		12.04
(c)(2)		12.04
(c)(3)		N.A.
(d)		N.A.
(e)		12.05
315(a)		7.01
(b)		7.05, 12.02
(c)		7.01
(d)		7.01
(e)		6.11
316(a) (last sentence)		2.09
(a)(1)(A)		6.05
(a)(1)(B)		6.04
(a)(2)		N.A.
(b)		6.07
(c)		2.12
317(a)(1)		6.08
(a)(2)		6.09
(b)		2.04
318(a)		12.01
(b)		N.A.
(c)		12.01

N.A. means Not Applicable.

Note: This Cross-Reference Table shall not, for any purpose, be deemed to be part of this Indenture.

TABLE OF CONTENTS

	Page
ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE		1
Section 1.01. Definitions		1
Section 1.02. Other Definitions		24
Section 1.03. Incorporation by Reference of Trust Indenture Act		24
Section 1.04. Rules of Construction		24
ARTICLE 2. THE NOTES		25
Section 2.01. Form and Dating		25
Section 2.02. Execution and Authentication		27
Section 2.03. Registrar and Paying Agent		27
Section 2.04. Paying Agent to Hold Money in Trust		27
Section 2.05. Holder Lists		28
Section 2.06. Transfer and Exchange		28
Section 2.07. Replacement Notes		38
Section 2.08. Outstanding Notes		38
Section 2.09. Treasury Notes		39
Section 2.10. Temporary Notes		39
Section 2.11. Cancellation		39
Section 2.12. Payment of Interest; Defaulted Interest		39
Section 2.13. CUSIP or ISIN Numbers		40
Section 2.14. Additional Interest		40
Section 2.15. Issuance of Additional Notes		40
Section 2.16. Record Date		40
ARTICLE 3. REDEMPTION AND PREPAYMENT		41
Section 3.01. Notices to Trustee		41
Section 3.02. Selection of Notes to Be Redeemed		41
Section 3.03. Notice of Redemption		41
Section 3.04. Effect of Notice of Redemption		42
Section 3.05. Deposit of Redemption Price		42
Section 3.06. Notes Redeemed in Part		42
Section 3.07. Optional Redemption		43
Section 3.08. Mandatory Redemption		43
Section 3.09. Offer To Purchase.		44
ARTICLE 4. COVENANTS		46
Section 4.01. Payment of Notes		46

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TABLE OF CONTENTS
(continued)

	Page
Section 4.02. Maintenance of Office or Agency		46
Section 4.03. Reports		46
Section 4.04. Compliance Certificate		47
Section 4.05. Taxes		47
Section 4.06. Stay, Extension and Usury Laws		48
Section 4.07. Corporate Existence		48
Section 4.08. Payments for Consent		48
Section 4.09. Incurrence of Indebtedness and Issuance of Preferred Stock		48
Section 4.10. Restricted Payments		51
Section 4.11. Liens		55
Section 4.12. Asset Sales		55
Section 4.13. Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries		57
Section 4.14. Affiliate Transactions		59
Section 4.15. Designation of Restricted and Unrestricted Subsidiaries		61
Section 4.16. Repurchase at the Option of Holders Upon a Change of Control		61
Section 4.17. Future Subsidiary Guarantors		62
Section 4.18. Business Activities		62
ARTICLE 5. SUCCESSORS		62
Section 5.01. Merger, Consolidation or Sale of Assets		62
Section 5.02. Successor Corporation Substituted		63
ARTICLE 6. DEFAULTS AND REMEDIES		64
Section 6.01. Events of Default		64
Section 6.02. Acceleration		64
Section 6.03. Other Remedies		65
Section 6.04. Waiver of Defaults		66
Section 6.05. Control by Majority		66
Section 6.06. Limitation on Suits		66
Section 6.07. Rights of Holders to Receive Payment		67
Section 6.08. Collection Suit by Trustee		67
Section 6.09. Trustee May File Proofs of Claim		67
Section 6.10. Priorities		67
Section 6.11. Undertaking for Costs		68
ARTICLE 7. TRUSTEE		68
Section 7.01. Duties of Trustee		68

ii

TABLE OF CONTENTS
(continued)

	Page
Section 7.02. Rights of Trustee		69
Section 7.03. Individual Rights of Trustee		70
Section 7.04. Trustee’s Disclaimer		70
Section 7.05. Notice of Defaults		70
Section 7.06. Reports by Trustee to Holders		70
Section 7.07. Compensation and Indemnity		70
Section 7.08. Replacement of Trustee		71
Section 7.09. Successor Trustee by Merger, etc		72
Section 7.10. Eligibility; Disqualification		72
Section 7.11. Preferential Collection of Claims Against Company		72
ARTICLE 8. LEGAL DEFEASANCE AND COVENANT DEFEASANCE		73
Section 8.01. Option to Effect Legal Defeasance or Covenant Defeasance		73
Section 8.02. Legal Defeasance and Discharge		73
Section 8.03. Covenant Defeasance		73
Section 8.04. Conditions to Legal or Covenant Defeasance		74
Section 8.05. Deposited Cash and U.S. Government Securities to be Held in Trust; Other Miscellaneous Provisions		74
Section 8.06. Repayment to Company		75
Section 8.07. Reinstatement		75
ARTICLE 9. AMENDMENT, SUPPLEMENT AND WAIVER		76
Section 9.01. Without Consent of Holders of Notes		76
Section 9.02. With Consent of Holders of Notes		76
Section 9.03. Compliance with Trust Indenture Act		78
Section 9.04. Revocation and Effect of Consents		78
Section 9.05. Notation on or Exchange of Notes		78
Section 9.06. Trustee to Sign Amendments, etc.		78
ARTICLE 10. GUARANTEES		78
Section 10.01. Guarantee		78
Section 10.02. Limitation on Guarantor Liability		80
Section 10.03. Execution and Delivery of Guarantee		81
Section 10.04. Guarantors May Consolidate, etc., on Certain Terms		81
Section 10.05. Release		82
ARTICLE 11. SATISFACTION AND DISCHARGE		82
Section 11.01. Satisfaction and Discharge		82

iii

TABLE OF CONTENTS
(continued)

	Page
Section 11.02. Deposited Cash and U.S. Government Securities to be Held in Trust; Other Miscellaneous Provisions		83
Section 11.03. Repayment to Company		83
ARTICLE 12. MISCELLANEOUS		83
Section 12.01. Trust Indenture Act Controls		83
Section 12.02. Notices		84
Section 12.03. Communication by Holders of Notes with Other Holders of Notes		85
Section 12.04. Certificate and Opinion as to Conditions Precedent		85
Section 12.05. Statements Required in Certificate or Opinion		85
Section 12.06. Rules by Trustee and Agents		85
Section 12.07. No Personal Liability of Directors, Officers, Employees and Stockholders		85
Section 12.08. Governing Law		86
Section 12.09. No Adverse Interpretation of Other Agreements		86
Section 12.10. Successors		86
Section 12.11. Severability		86
Section 12.12. Counterpart Originals		86
Section 12.13. Table of Contents, Headings, etc.		86
Section 12.14. Qualification of this Indenture		86

iv

          This INDENTURE, dated as of June 28, 2010, is by and among Capella Healthcare, Inc., a Delaware corporation (the “Company”), each Guarantor listed on the signature pages hereto, and U.S. Bank National Association, as trustee (the “Trustee”).

          The Company, each Guarantor and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders, as defined below, of (a) the Initial Notes, as defined below, (b) any Additional Notes, as defined below, that may be issued after the date hereof and (c) if and when issued pursuant to Registration Rights Agreement, as defined below, the Company’s Exchange Notes, as defined below, issued in the Exchange Offer, as defined below, in exchange for any outstanding Initial Notes or Additional Notes (all such securities in clauses (a), (b) and (c) being referred to collectively as the “Notes”):

ARTICLE 1.

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01. Definitions

          For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

          “144A Global Note” means a Global Note in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with and registered in the name of the Depositary or its nominee issued in a denomination equal to the outstanding principal amount of the Notes sold for initial resale in reliance on Rule 144A.

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

     (a) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a 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 Subsidiary of, such specified Person; and

     (b) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

          “Additional Interest” means all additional interest then owing pursuant to the Registration Rights Agreement. For all purposes of this Indenture, the term “interest” shall include Additional Interest, if any, with respect to the Notes.

          “Additional Notes” means any Notes (other than Initial Notes, Exchange Notes and Notes issued under Sections 2.06, 2.07, 2.10 and 3.06 hereof) issued under this Indenture in accordance with Sections 2.02, 2.15 and 4.09 hereof, as part of the same series as the Initial Notes or as an additional series.

          “Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling or that is controlled by or is under common control with each Person that is the beneficial owner of 10% or more of any class of Voting Stock of such Person. For the purposes of this definition, “control” means the possession of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

          “Agent” means any Registrar, co-registrar, Paying Agent or additional paying agent.

          “Applicable Procedures” means, with respect to any transfer, redemption or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream that apply to such transfer, redemption or exchange.

          “Asset Sale” means (1) the sale, lease, transfer, conveyance or other disposition of any assets or rights, (each referred to in this definition as a “disposition”); and (2) the issuance of Equity Interests in any of the Company’s Restricted Subsidiaries or sale of Equity Interests in any of its Restricted Subsidiaries.

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

     (a) any single disposition or series of related dispositions that involves assets having a Fair Market Value of less than $5.0 million;

     (b) any disposition of assets between or among the Company and its Restricted Subsidiaries;

     (c) any issuance or sale of Equity Interests by a Restricted Subsidiary to the Company or to another Restricted Subsidiary;

     (d) a Restricted Payment that is permitted by Section 4.10 hereof or a Permitted Investment;

     (e) any disposition of (i) inventory in the ordinary course of business, or (ii) property or assets that are obsolete, damaged or worn out, including equipment and that are no longer useful in the conduct of the Company’s or its Subsidiaries’ business and that is disposed of in the ordinary course of business;

     (f) the disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries in a manner permitted pursuant to Article 5 or any disposition that constitutes a Change of Control;

     (g) the license, lease or sublease of any real or personal property in the ordinary course of business;

     (h) any issuance or sale of Equity Interests in a Permitted Joint Venture, or in connection with the formation of a Permitted Joint Venture, pursuant to agreements relating to such Permitted Joint Venture, provided that the consideration received by the Company and its Restricted Subsidiaries shall be exempted from the definition of “Asset Sale” under this clause (h) only insofar as such consideration consists of assets other than cash, Cash Equivalents or assets that would be deemed to be under Section 4.12(b) hereof;

     (i) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

     (j) any disposition of assets received by the Company or any Restricted Subsidiary upon foreclosure on a Lien or receivables owing to the Company or any Restricted Subsidiary for the purpose of collection of outstanding balances in the ordinary course of business consistent with past practice;

     (k) the licensing or sub-licensing of intellectual property or other general intangibles in the ordinary course of business, other than the licensing of intellectual property on a long-term basis;

          (l) any surrender or waiver of contract rights or the settlement, release or surrender of contract rights or other litigation claims in the ordinary course of business; and

          (m) any Permitted Asset Swap.

          “Attributable Debt” in respect of a sale and leaseback transaction means, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP.

2

          “Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors, or the law of any other jurisdiction relating to bankruptcy, insolvency, winding up, liquidation, reorganization or relief of debtors.

          “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” shall 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:

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

     (b) with respect to a limited liability company, the board of directors or other governing body, and in the absence of same, the manager or board of managers or the managing member or members or any controlling committee thereof;

     (c) with respect to a partnership, the Board of Directors of the general partner of the partnership; and

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

     “Board Resolution” of a Person means a copy of a resolution certified by the secretary or an assistant secretary (or individual performing comparable duties) of the applicable Person to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to the Trustee.

     “Business Day” means a day of the year on which banks are not required or authorized to close in New York City.

     “Capella Surety” means a captive, wholly-owned Subsidiary of Holdings established for the purpose of insuring the businesses or facilities owned or operated by the Company or any of its Subsidiaries, including but not limited to health care facilities, any joint venture of the Company or any of its Subsidiaries or any physician or other personnel employed by or on the medical staff of any such business or facility.

     “Capital Lease” means, with respect to any Person, any lease of, or other arrangement conveying the right to use, property by such Person as lessee that would be accounted for as capitalized liability on a balance sheet of such Person prepared in conformity with GAAP.

     “Capital Lease Obligation” means, with respect to any Person, the capitalized amount of all Consolidated obligations of such Person under Capital Leases determined in accordance with GAAP.

     “Capital Stock” means:

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

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

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

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     (d) 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:

     (a) U.S. dollars;

     (b) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government (provided that the full faith and credit of the United States is pledged in support of those securities) having maturities of not more than one year from the date of acquisition;

     (c) certificates of deposit and time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case, with any lender party to the Credit Agreement or with any domestic commercial bank having capital and surplus in excess of $500.0 million;

     (d) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (b) and (c) above entered into with any financial institution meeting the qualifications specified in clause (c) above;

     (e) commercial paper rated at least A-1 by S&P or at least P-1 by Moody’s and in each case maturing within one year after the date of acquisition;

     (f) investment or money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (a) through (e) of this definition;

     (g) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any State or commonwealth of the United States of America, or by any political subdivision or taxing authority thereof, and rated at least A-1 by S&P or P-1 by Moody’s; and

     (h) money market funds that (i) comply with the criteria set forth in Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated A-1 by S&P and P-1 by Moody’s and (iii) have portfolio assets of at least $500.0 million.

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

     (a) prior to the completion of any initial public offering of the stock of Holdings or the Company generating (individually or in the aggregate together with any prior initial public offering) net cash proceeds in an amount that equals or exceeds $100,000,000, either (i) Permitted Holders shall cease to, directly or indirectly, own and control (x) more than 50% of the Voting Stock of Holdings and the Company, on a fully diluted basis, or (y) at least a percentage of the outstanding Voting Stock of Holdings necessary to elect at any time a majority of the board of directors (or similar governing body) of Holdings and the Company or (ii) a Person other than a Permitted Holder acquires all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole;

     (b) on and after completion of any initial public offering referenced in clause (a) above, any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, including any group acting for the purpose of acquiring, holding, voting or disposing of Securities within the meaning of Rule 13d5(b)(1) of the Exchange Act) other than the Permitted Holder shall (i) become the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act, except that each Person shall be deemed to have “beneficial ownership” of all Equity Interests that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the then outstanding Voting Stock of Holdings or the Company or (ii) acquire all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole

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(for purposes of this clause (b), such person or group shall be deemed to beneficially own any Voting Stock of any Person held by any other Person as long as such person or group beneficially owns, directly or indirectly, in the aggregate at least a majority of the total voting power of the Voting Stock of such other Person);

     (c) during any period of twelve consecutive calendar months, individuals who, at the beginning of such period, constituted the Board of Directors (or similar governing body) of Holdings and the Company (together with any new directors nominated by the Sponsor and directors whose election by the Board of Directors of Holdings or whose nomination for election by the members of Holdings was approved by a vote of at least a majority of the directors (or members of a similar governing body) then still in office who either were directors at the beginning of such period or whose elections or nomination for election was previously so approved) cease for any reason other than death or disability to constitute a majority of the directors (or members of a similar governing body) then in office; or

     (d) Holdings shall cease to own and control directly or indirectly all of the economic and voting rights associated with all of the outstanding Stock of the Company.

     “Clearstream” means Clearstream Banking S.A. and any successor thereto.

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

     “Commission” means the Securities and Exchange Commission.

     “Company” means Capella Healthcare, Inc., a Delaware corporation, and any successor thereto.

          “Consolidated” means, with respect to any Person, the consolidation of accounts of such Person and its Subsidiaries 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:

     (a) an amount equal to any extraordinary loss plus any net loss realized by such Person or any of its Subsidiaries in connection with an Asset Sale, to the extent such losses were deducted in computing such Consolidated Net Income; plus

     (b) provision for taxes based on income or profits or capital of such Person and its Restricted Subsidiaries for such period, including, without limitation, state, franchise and similar taxes (including any distribution pursuant to Section 4.10(b)(10) hereto), to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

     (c) 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, imputed interest with respect to Attributable Debt, 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

     (d) any reasonable expenses or charges related to the Credit Facilities, any Equity Offering, Permitted Investment, acquisition, recapitalization or Indebtedness permitted to be incurred under the Indenture (including a refinancing thereof) (in each case of the preceding, whether or not successful consummated); plus

     (e) the amount of any restructuring charges (which, for the avoidance of doubt, shall include retention, severance, systems establishment cost or excess pension charges); plus

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     (f) the non-controlling interest expense consisting of subsidiary income attributable to minority equity interests of third parties in any non-wholly-owned Subsidiary in such period or any prior period, except to the extent of dividends declared or paid on Equity Interests held by third parties; plus

     (g) the amount of any expense to the extent a corresponding amount is received in cash by the Company and its Restricted Subsidiaries from a Person other than the Company or any Subsidiary of the Company under any agreement providing for reimbursement of any such expense; provided such reimbursement payment has not been included in determining Consolidated Net Income (it being understood that if the amounts received in cash under any such agreement in any period exceed the amount of expense in respect of such period, such excess amounts received may be carried forward and applied against expense in future periods); plus

     (h) the amount of management, consulting, monitoring and advisory fees and related expenses paid to the Sponsors or any other Permitted Holder (or any accruals related to such fees and related expenses) during such period; provided that such amount shall not exceed in any four quarter period the greater of (x) $2.0 million and (y) 2.0% of Consolidated Cash Flow of the Company and its Restricted Subsidiaries for each period; plus

     (i) without duplication, any other non-cash charges (including, but not limited to any impairment charges); plus

     (j) any net losses resulting from Hedging Obligations entered into in the ordinary course of business; plus

     (k) an amount equal to any loss from discontinued operations of such Person or any of its Subsidiaries to the extent such loss was deducted in computing such Consolidated Net Income; plus

     (l) depreciation, amortization (including amortization of goodwill and other intangibles and deferred financing fees 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 expenses to be paid in cash in any future 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; minus

     (m) non-cash items increasing such Consolidated Net Income for such period, other than the accrual of, or cash reserve for, cash charges or asset valuation adjustments or revenue in the ordinary course of business; in each case, on a Consolidated basis.

          “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:

     (a) any net after-tax extraordinary, unusual or nonrecurring gains or losses (less all fees and expenses relating thereto) or income or expense or charge (including, without limitation, severance, relocation and other restructuring costs) including, without limitation, any severance expense and fees, expenses or charges related to any offering of Equity Interests of such Person, any Investment or Indebtedness permitted to be incurred under this Indenture, including all fees, expenses and charges related to the initial borrowings under the Credit Agreement, the offering of the Notes and the use of proceeds therefrom, in each case as described in the Offering Memorandum, in each case shall be excluded;

     (b) the Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period;

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     (c) any net after-tax income or loss from discontinued operations and any net after-tax gain or loss on disposal of discontinued operations shall be excluded;

     (d) any net after-tax gains or losses (less all fees and expenses or charges relating thereto) attributable to business dispositions or asset dispositions other than in the ordinary course of business (as determined in good faith by the Board of Directors of the Company) shall be excluded;

     (e) any net after-tax income or loss (less all fees and expenses or charges relating thereto) attributable to the early extinguishment of Indebtedness shall be excluded;

     (f) (i) the Net Income for such period of any Person that is not, or that is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be included only to the extent of the amount of dividends or distributions or other payments in respect of equity that are actually paid in cash (or to the extent converted into cash) by the referent Person to the Company or a Restricted Subsidiary thereof in respect of such period and (ii) without duplication, the Net Income for such period shall include any dividend, distribution or other payments in respect of equity paid in cash by such Person to the Company or a Restricted Subsidiary thereof in excess of the amounts included in clause (i);

     (g) any non-cash impairment charges resulting from the application of GAAP and the amortization of intangibles pursuant to GAAP, shall be excluded and any increase in amortization or depreciation or any onetime non-cash charges resulting from purchase accounting in connection with any acquisition that is consummated after the Issue Date shall be excluded;

     (h) any non-cash compensation expense realized from grants of stock appreciation or similar rights, stock options or other rights to officers, directors and employees of such Person or any of its Restricted Subsidiaries shall be excluded;

     (i) any net unrealized gain or loss (after any offset) resulting in such period from Hedging Obligations and the application of GAAP shall be excluded; and

     (j) the Net Income for such period of any Restricted Subsidiary (other than a Guarantor) shall be excluded if the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the 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, unless such restriction with respect to the payment of dividends or in similar distributions has been legally waived; provided that Consolidated Net Income of such Person shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) by such Person to the Company or any Restricted Subsidiary thereof in respect of such period, to the extent not already included therein.

          “Consolidated Net Tangible Assets” means, as of each date of determination, the total amount of assets of the Company and its Restricted Subsidiaries, after deducting therefrom (a) all current liabilities of the Company and its Restricted Subsidiaries (excluding (i) the current portion of long-term Indebtedness, (ii) inter-company liabilities and (iii) any liabilities which are by their terms renewable or extendable at the option of the obligor thereon to a time more than twelve months from the time as of which the amount thereof is being computed), and (b) all goodwill, intangibles assets, other assets and deferred tax assets of the Company and its Restricted Subsidiaries, all as set forth on the latest balance sheet of the Company.

          “Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in Section 12.02 hereof, or such other address as to which the Trustee may give notice to the Company.

          “Credit Agreement” means that certain credit agreement, dated as of June 28, 2010, among the Company, Bank of America, N.A., as administrative agent and collateral agent, and lenders thereunder, including any related notes, guarantees, collateral documents, instruments, letters of credit and agreements executed in connection therewith, and in each case as amended, restated, modified, renewed, refunded, replaced (by one or more

7

credit facilities, debt instruments and/or related documentation) or refinanced (in whole or in part) from time to time, including, without limitation, any agreement increasing the amount of, extending the maturity of or refinancing in whole or in part (including, but not limited to, by the inclusion of additional or different lenders or financial institutions thereunder or additional borrowers or guarantors thereof) all or any portion of the Indebtedness under such agreement or any successor agreement or agreements and whether by the same or any other agent, lender or group of lenders or other financial institutions.

          “Credit Facilities” means, one or more debt facilities or agreements (including, without limitation, the Credit Agreement) or commercial paper facilities, in each case with banks or other institutional lenders or investors 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) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced (including any agreement to extend the maturity thereof and adding additional borrowers or guarantors) in whole or in part from time to time under the same or any other agent, lender or group of lenders and including increasing the amount of available borrowings thereunder; provided that such increase is permitted by Section 4.09 hereof.

          “Custodian” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03(c) hereof as Custodian with respect to the Notes, and any and all successors thereto appointed as custodian hereunder and having become such pursuant to the applicable provisions of this Indenture.

          “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.

          “Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06 or 2.10 hereof, in substantially the form of Exhibit A hereto except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.

          “Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03(b) hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provisions of this Indenture.

          “Designated Non-cash Consideration” means the Fair Market Value of non-cash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officers’ Certificate setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of such Designated Non-cash Consideration.

          “Designated Preferred Stock” means Preferred Stock of the Company or any direct or indirect parent company of the Company (other than Disqualified Stock), that is issued for cash (other than to the Company or any of its Subsidiaries or an employee stock ownership plan or trust established by the Company or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officers’ Certificate, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in Section 4.10(a)(4)(iii)(B) hereto.

          “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 (other than as a result of a Change of Control or Asset Sale), pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock (other than as a result of a Change of Control or Asset Sale), in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature or the date the Notes are no longer outstanding. Notwithstanding the preceding sentence, (i) any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the Company or its Subsidiary to repurchase

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such Capital Stock upon the occurrence of a Change of Control or an Asset Sale shall not constitute Disqualified Stock; and (ii) if such Capital Stock is issued to any plan for the benefit of employees of the Company or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by either of the Company or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

          “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 private or public sale of common stock of the Company other than (i) public offerings with respect to common stock of the Company or of any direct or indirect parent corporation of the Company registered on Form S-8 (or any successor form that provides for registration of securities offered to employees of the registrant) and (ii) any such public or private sale that constitutes an Excluded Contribution.

          “Euroclear” means Euroclear Bank, S.A./N.V., as operator of the Euroclear systems, and any successor thereto.

          “Exchange Act” means the Securities Exchange Act of 1934, as amended.

          “Exchange Notes” means notes issued in exchange for the Initial Notes or any Additional Notes pursuant to a Registration Rights Agreement.

          “Exchange Offer” has the meaning set forth in a Registration Rights Agreement relating to an exchange of Notes registered under the Securities Act for Notes not so registered.

          “Exchange Offer Registration Statement” has the meaning set forth in a Registration Rights Agreement.

          “Excluded Contribution” means net cash proceeds, marketable securities or Qualified Proceeds, in each case received after the Issue Date by the Company and its Restricted Subsidiaries from:

     (a) contributions to its common equity capital; and

     (b) the sale (other than to a Subsidiary of the Company or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Company or any Subsidiary of the Company) of Capital Stock (other than Disqualified Stock);

          in each case designated as Excluded Contributions pursuant to an Officers’ Certificate on the date such capital contributions are made or the date such Equity Interests are sold, as the case may be, which are excluded from the calculation set forth in Section 4.10(a)(4)(iii) hereof.

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

          “Fair Market Value” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of either party:

     (a) in the case of a value less than $15.0 million, determined in good faith by the principal financial officer of the Company;

     (b) in the case of a value in excess of $15.0 million, determined by the Board of Directors whose resolutions with respect thereto set forth in an Officers’ Certificate; and

     (c) in the case of a value in excess of $25.0 million, determined by an opinion or appraisal supporting such valuation from an accounting, appraisal or investment banking firm of national standing.

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          “Fixed Charge Coverage Ratio” means with respect to any specified Person for any period, the ratio of 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 Disqualified Stock or 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 shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock or 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, acquisitions, dispositions, mergers or consolidations (as determined in accordance with GAAP) that have been made by the Company or any Restricted Subsidiary during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Calculation Date shall be calculated on a pro forma basis assuming that all such acquisitions, dispositions, mergers or consolidations (and the change in any associated fixed charge obligations and the change in Consolidated Cash Flow resulting therefrom) had occurred on the first day of the four-quarter reference period, and if since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Company or any Restricted Subsidiary since the beginning of such period shall have made any acquisition, disposition, merger or consolidation that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such acquisition, disposition, merger or consolidation had occurred at the beginning of the applicable four-quarter period.

          For purposes of this definition, whenever pro forma effect is to be given to an acquisition, the pro forma calculations shall be determined in good faith by the principal financial or accounting officer of the Company and such pro forma calculations may include operating expense reductions for such period directly attributable to the acquisition which is being given pro forma effect that were actually implemented prior to the Calculation Date and are supportable and quantifiable by the underlying accounting records or for which the steps necessary for realization have been taken or will be taken within six months following any such acquisition, including, but not limited to, the execution or termination of any contracts, the termination of any personnel or the closing (or approval by the Board of Directors of the Company of any closing) of any facility, as applicable; provided that, in either case, such adjustments are set forth in an Officers’ Certificate signed by the principal financial and accounting officer of the Company which states (i) the amount of such adjustment or adjustments, (ii) that such adjustment or adjustments comply with the requirements of this provision and are based on the reasonable good faith beliefs of the officers executing such Officers’ Certificate at the time of such execution and (iii) that any related incurrence of Indebtedness is permitted pursuant to this Indenture. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capital Lease Obligation and Attributable Debt in respect of sale and leaseback transactions shall be deemed to accrue at an interest rate reasonably determined by the principal financial or accounting officer of the Company to be the rate of interest implicit in such Capital Lease Obligation or Attributable Debt in respect of sale and leaseback transactions 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 the Company may designate.

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

          (a) the consolidated net 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, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in

10

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

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

     (c) 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, whether or not such Guarantee or Lien is called upon; plus

     (d) 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 the Company or to the Company or a Restricted Subsidiary of the Company (excluding items eliminated upon consolidation).

          “GAAP” means generally accepted accounting principles in the United States of America as in effect on the Issue Date set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and the statements and pronouncements of the Financial Accounting Standards Board, or in such other statements by such other entity as may be in general use by significant segments of the accounting profession, that are applicable to the circumstances as of the date of determination.

          “Global Note” means any global Note in the form of Exhibit A hereto issued in accordance with Article 2 hereof.

          “Global Note Legend” means the legend set forth in Section 2.06(g)(ii) hereto, which is required to be placed on all Global Notes issued under this Indenture.

          “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 (other than any pledges of assets by Permitted Physician Partnerships or Permitted Joint Ventures pursuant to any Credit Facility) or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness.

          “Guarantors” means each of:

     (a) the Company’s Restricted Subsidiaries that guarantee Indebtedness of the Company, or are named borrowers, under any Credit Facility; and

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

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

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

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

          “Holder” means a Person in whose name a Note is registered in the Security Register.

          “Holdings” means Capella Holdings, Inc., a Delaware corporation.

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          “IAI Global Note” means a Global Note in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with and registered in the name of the Depositary or its nominee issued in a denomination equal to the outstanding principal amount of the Notes sold to Institutional Accredited Investors, if any, to the extent required by the Applicable Procedures.

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

     (a) in respect of borrowed money;

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

     (c) in respect of banker’s acceptances;

     (d) representing Capital Lease Obligations;

     (e) representing the balance deferred and unpaid of the purchase price of any property, except (i) any such balance that constitutes an accrued expense or trade payable or similar obligation to a trade creditor; and (ii) reimbursement obligations in respect of trade letters of credit obtained in the ordinary course of business with expiration dates not in excess of 365 days from the date of issuance (x) to the extent undrawn or (y) if drawn, to the extent repaid in full within 20 Business Days of any such drawing; or

     (f) 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 (excluding the footnotes thereto) 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 (provided that contingent obligations incurred in the ordinary course of business and not in respect of borrowed money shall be deemed not to constituted Indebtedness).

          The amount of any Indebtedness outstanding as of any date shall be:

          (i) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount; and

          (ii) the principal amount of the Indebtedness, together with any interest on the Indebtedness that is more than 30 days past due, in the case of any other Indebtedness.

          “Indenture” means this instrument, as originally executed or as it may from time to time be supplemented or amended in accordance with Article 9 hereof.

          “Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.

          “Initial Notes” means $500,000,000 aggregate principal amount of Notes issued under this Indenture on the Issue Date.

          “Institutional Accredited Investor” means an institution that is an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

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          “Interest Payment Dates” shall have the meaning set forth in paragraph 1 of any Note in the form of Exhibit A hereto issued in accordance with Article 2 hereof.

          “Investment Grade Securities” means:

     (a) securities issued by the U.S. government or by any agency or instrumentality thereof and directly and fully guaranteed or insured by the U.S. government (other than Cash Equivalents) and in each case with maturities not exceeding one year from the date of acquisition;

     (b) investments in any fund that invests exclusively in investments of the type described in clause (a) which fund may also hold immaterial amounts of cash pending investment and/or distribution; and

     (c) corresponding instruments in countries other than the United States customarily utilized for high quality investments and in each case with maturities not exceeding one year from the date of acquisition.

          “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 accounts receivable, trade credit, advances to customers or suppliers, commission, travel and similar advances, fees and compensation paid to officers, directors and employees made in the ordinary course of business and to the extent recorded in conformity with GAAP on the balance sheet of the Company or a Restricted Subsidiary, prepaid expenses or deposits, endorsements for collections or deposits, in each case arising 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 (excluding the footnotes thereto) prepared in accordance with GAAP. If the Company or any Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary of the Company such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of the Company, the Company shall 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 Subsidiary not sold or disposed of in an amount determined as provided in Section 4.10(c) hereto. The acquisition by the Company or any Subsidiary of the Company of a Person that holds an Investment in a third Person shall be deemed to be an Investment by the Company or such 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 Section 4.10(c) hereto.

          “Issue Date” means June 28, 2010.

          “Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in the City of New York, the city in which the Corporate Trust Office of the Trustee is located or any other place of payment on the Notes are authorized by law, regulation or executive order to remain closed.

          “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.

          “Medicaid” means that certain means-tested entitlement program under Title XIX of the Social Security Act of 1965, which provides federal grants to states for medical assistance based on specific eligibility criteria, as set forth in Section 1396, et seq. of Title 42 of the United States Code.

          “Medicare” means that government-sponsored entitlement program under Title XVIII of the Social Security Act of 1965, which provides for a health insurance system for eligible elderly and disabled individuals, as set forth in Section 1396, et seq. of Title 42 of the United States Code.

          “Moody’s” means Moody’s Investors Service, Inc.

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          “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 or accretion of any Preferred Stock.

          “Net Proceeds” means the aggregate cash proceeds received by the Company or any of 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 excluding the assumption by the acquiring Person of Indebtedness relating to the disposed assets or other consideration received in any non-cash form), net of the direct costs relating to such Asset Sale and the sale or disposition of such non-cash consideration, including, without limitation, legal, accounting and investment banking fees, and brokerage and sales commissions, and any relocation expenses incurred as a result of the Asset Sale, taxes paid or payable as a result of the Asset Sale, and payments required to be made to holders of interests in Restricted Subsidiaries or joint ventures as a result of such Asset Sale, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, and amounts required to be applied to the repayment of Indebtedness, required to be paid as a result of such transaction, any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP, and any reserve against liabilities associated with the asset disposed of in such transaction and retained by the Company or a Restricted Subsidiary after such sale or other disposition, including, without limitation, pension and other post-employment benefit liabilities, and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.

          “Non-Recourse Debt” means Indebtedness:

     (a) as to which neither the Company nor any of its Restricted Subsidiaries (i) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (ii) is directly or indirectly liable as a guarantor or otherwise, or (iii) constitutes the lender;

     (b) no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time of both any holder of any other Indebtedness (other than the Notes) of the Company or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity; and

     (c) as to which the lenders have been notified in writing that they shall not have any recourse to the stock or assets of the Company or any of its Restricted Subsidiaries.

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

          “Offering Memorandum” means the final offering memorandum relating to the Initial Notes dated June 21, 2010.

          “Officer” means the Chief Executive Officer, the President, the Chief Financial Officer, the Chief Accounting Officer, any Executive Vice President or the Treasurer of the Company.

          “Officers’ Certificate” means a certificate, in form and substance reasonably satisfactory to the Trustee, signed by two Officers of the Company, at least one of whom shall be the principal executive officer or principal financial officer of the Company, and delivered to the Trustee.

          “Opinion of Counsel” means a written opinion, in form and substance reasonably satisfactory to the Trustee, from legal counsel who is acceptable to the Trustee and which meets the requirements of Section 12.05 hereof. The counsel may be an employee of or counsel to the Company or the Trustee,

          “Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively, and, with respect to DTC, shall include Euroclear and Clearstream.

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          “Permitted Asset Swap” means sales, transfers or other dispositions of assets, including all of the outstanding Capital Stock of a Restricted Subsidiary, for consideration at least equal to the Fair Market Value of the assets sold or disposed of, but only if the consideration received consists of Capital Stock of a Person that becomes a Restricted Subsidiary engaged in, or property or assets (other than cash, except to the extent used as a bona fide means of equalizing the value of the property or assets involved in the swap transaction) of a nature or type or that are used in, a business having property or assets of a nature or type, or engaged in a business similar or related to the nature or type of the property and assets of, or business of, the Company and the Restricted Subsidiaries existing on the date of such sale or other disposition.

          “Permitted Business” means the lines of business conducted by the Company and its Restricted Subsidiaries on the Issue Date and the businesses reasonably related, incidental, similar or ancillary thereto or a reasonable extension, development or expansion thereof, including the ownership, operation and/or management of a hospital or other facility or business that is used or useful in or related to the health care industry or the provision of health care services, or any captive insurance company in connection with the ownership, operation and/or management of a hospital or ancillary to the provision of health care services or information or the investment in or management, lease or operation of a hospital or outpatient clinic and any captive insurance company.

          “Permitted Holders” means, at any time, each of (i) the Sponsors and their Affiliates (not including, however, any portfolio companies of any of the Sponsors); and (ii) one or more of the executive officers of the Company as of the Issue Date as listed in the Offering Memorandum under the caption “Management” (excluding any representatives of the Sponsors and their Affiliates). Any person or group whose acquisition of beneficial ownership constitutes a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of this Indenture shall thereafter, together with its Affiliates, constitute an additional Permitted Holder.

          “Permitted Investments” means:

     (a) any Investment in (i) the Company or (ii) a Restricted Subsidiary; provided, however, that with respect to any Investment in a Restricted Subsidiary which is a Permitted Physician Partnership or Permitted Joint Venture and in either case not a Guarantor, then such Investment shall be (x) pursuant to a Permitted Physician Partnership Note or Permitted Joint Venture Note and/or a cash management agreement of the type described in the definitions of “Physician Partnership Management Agreements” and “Permitted Joint Venture Management Agreements” and/or (y) an Investment in Capital Stock of such Permitted Physician Partnership or Permitted Joint Venture; provided further, however, that (A) with respect to any Investment in or designation of a Restricted Subsidiary which is a Permitted Joint Venture and not a Guarantor, no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Investment in or designation of a Permitted Joint Venture and after giving pro forma effect to such Investment or designation and any related transactions, the Company could incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereto and (B) if such Investment is an Investment in Capital Stock of such Permitted Physician Partnership or Permitted Joint Venture, Consolidated Cash Flow (less minority interests in earnings of consolidated subsidiaries) would be not less than Consolidated Cash Flow (less minority interests in earnings of consolidated subsidiaries) immediately before such Investment;

     (b) any Investment in Cash Equivalents and Investment Grade Securities;

     (c) any Investment by the Company or any Restricted Subsidiary in a Person, if as a result of such Investment:

          (i) such Person becomes a Restricted Subsidiary (other than a Permitted Joint Venture which is not a Guarantor); or

          (ii) such Person, in one or a series of related transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary (other than a Permitted Joint Venture which is not a

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          Guarantor);

          (d) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with Section 4.12 hereto;

          (e) any acquisition of assets, including assets in the form of a promissory note or similar instrument, solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Company;

          (f) any Investments received in compromise of obligations of such persons incurred in the ordinary course of trade creditors or customers or others that were incurred in the ordinary course of business, including pursuant to foreclosure, or any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or others;

          (g) Hedging Obligations;

          (h) Investments the payment for which is Capital Stock (other than Disqualified Stock) of the Company;

          (i) Investments in prepaid expenses, negotiable instruments held for collection, utility and workers compensation, performance and similar deposits made in the ordinary course of business;

          (j) loans and advances to officers, directors and employees of the Company or any Restricted Subsidiary in the ordinary course of business for all such loans and advances not to exceed $5.0 million at any time outstanding and loans and advances of payroll payments and expenses to officers, directors and employees incurred in the ordinary course of business;

          (k) Investments existing on the Issue Date;

          (l) Investments of a Restricted Subsidiary acquired after the Issue Date or of an entity merged into the Company or merged into or consolidated with a Restricted Subsidiary in accordance with Article 5 hereto after the Issue Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation;

          (m) Investments consisting of licensing, sub-licensing or contributing intellectual property pursuant to joint marketing arrangements with other Persons;

          (n) Investments consisting of purchases and acquisitions of inventory, supplies, materials and equipment or purchases of contract rights or licenses or leases of intellectual property, in each case in the ordinary course of business;

          (o) additional Investments in joint ventures of the Company or any Restricted Subsidiary in an aggregate amount not to exceed 3.5% of Consolidated Net Tangible Assets;

          (p) Physician Support Obligations made by the Company or its Subsidiary;

          (q) Investments in prepaid expenses, negotiable instruments held for collection and lease, utility and workers compensation, performance and similar deposits entered into as a result of the operations of the business in the ordinary course of business; and

          (r) any Investment by the Company or a Restricted Subsidiary in a Permitted Business having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause (r) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash and/or marketable securities), not to exceed $30.0 million (with the Fair Market Value of each Investment being measured at the time made and without

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giving effect to subsequent changes in value); provided that if any Investment pursuant to this clause (r) is made in any Person that is not a Restricted Subsidiary at the date of the making of such Investment and such Person becomes a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (a) above and shall cease to have been made pursuant to this clause (r) for so long as such Person continues to be a Restricted Subsidiary.

          “Permitted Joint Venture” means any Restricted Subsidiaries the Company may designate as a Permitted Joint Venture; provided, however, that as of the effective date of such designation, (a) such Permitted Joint Venture is, directly or indirectly through its subsidiaries or otherwise, engaged in a Permitted Business, (b) all Equity Interests of such Permitted Joint Venture are owned, or acquired in compliance with the terms of this Indenture, by the Company or a Restricted Subsidiary and owned by one or more Qualified Investors.

          “Permitted Joint Venture Management Agreements” means certain agreements among the Company and the applicable Permitted Joint Venture pertaining to the management and operation of the business of such Permitted Joint Venture, including (i) a Fair Market Value management agreement, pursuant to which the Company shall manage the operations of such Permitted Joint Venture in exchange for a fee to be paid to the Company by such Permitted Joint Venture and (ii) a cash management agreement, pursuant to which such Permitted Joint Venture shall participate in the Company’s cash management system.

          “Permitted Joint Venture Note” means collectively one or more secured intercompany notes evidencing an intercompany loan or loans made by the Company to any Permitted Joint Venture; provided, however, that no such intercompany notes with respect to a Permitted Joint Venture shall be considered a “Permitted Joint Venture Note” hereunder unless (a) such note or notes contain no covenants or other restrictions, including restrictions on the ability of such Permitted Joint Venture to pay any required dividends or fee payments to the Company or to Qualified Investors owning Equity Interests of such Permitted Joint Venture; and (b) the obligations evidenced by such note(s) are secured by a perfected Lien in favor of the Company on substantially all of the personal property assets (and may, but is not required to, be secured by, liens on owned real property and Equity Interests) owned by the Permitted Joint Venture.

          “Permitted Liens” means, with respect to any Person:

     (a) Liens securing Indebtedness under one or more Credit Facilities or other pari passu Indebtedness permitted to be incurred pursuant to Section 4.09 hereof in an amount not to exceed the greater of (i) the amount of Indebtedness permitted to be incurred pursuant to Section 4.09 and (ii) the amount of Indebtedness such that the Secured Indebtedness Ratio (at the time of incurrence of such Indebtedness after giving pro forma effect thereto in a manner consistent with the calculation of the Fixed Charge Coverage Ratio) would not be greater than 3.00 to 1.00;

     (b) Liens in favor of the Company or the Guarantors;

     (c) Liens on property of a Person existing at the time such Person is merged with or into or consolidated with the Company or any Subsidiary of the Company; 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 the Company or the Subsidiary;

     (d) Liens on property existing at the time of acquisition of the property by the Company or any Subsidiary of the Company, provided that such Liens were in existence prior to the contemplation of such acquisition;

     (e) Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred or letters of credit or bankers’ acceptances issued and completion guarantees provided for, in the ordinary course of business;

     (f) Liens to secure Indebtedness (including Capital Lease Obligations) permitted by Section 4.09(b)(5) hereof covering only the assets acquired with such Indebtedness;

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     (g) Liens existing on the Issue Date;

     (h) 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;

     (i) Liens securing any Permitted Physician Partnership Note, Physician Partnership Management Agreement, Permitted Joint Venture Agreement, or any other promissory note or similar instrument between or among the Company and any Restricted Subsidiary;

     (j) Liens incurred in the ordinary course of business of the Company or any Restricted Subsidiary of the Company with respect to obligations that do not exceed $10.0 million at any one time outstanding;

     (k) Liens with respect to deposits of cash or government bonds made in the ordinary course of business to secure surety or appeal bonds to which such Person is a party;

     (l) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Company or another Restricted Subsidiary permitted to be incurred in accordance with Section 4.09 hereto;

     (m) Liens securing Hedging Obligations so long as the related Indebtedness is permitted to be incurred under the Indenture and is secured by a Lien on the same property securing such Hedging Obligation;

     (n) Liens on 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;

     (o) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks, (ii) relating to pooled deposit or sweep accounts of the Company or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Company and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Company or any Restricted Subsidiary in the ordinary course of business;

     (p) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights;

     (q) Liens securing obligations in respect of trade-related letters of credit permitted under Section 4.09 hereof and covering the goods (or the documents of title in respect of such goods) financed by such letters of credit and the proceeds and products thereof; and

     (r) Liens securing Capital Lease Obligations permitted to be incurred pursuant to Section 4.09 hereof and Indebtedness permitted to be incurred under Section 4.09(b)(4) hereof; provided, however, that such Liens securing Capital Lease Obligations or Indebtedness incurred under Section 4.09(b)(4) hereof may not extend to property owned by the Company or any Restricted Subsidiary other than the property being leased or acquired pursuant to such Section 4.09(b)(4) hereof;

     (s) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 4.09; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement; and

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     (t) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes.

          “Permitted Physician Partnership” means each of (a) White County Community Hospital, LLC, a Delaware limited liability company, (b) Hot Springs National Park Hospital Holdings, LLC, a Delaware limited liability company and (c) Columbia Capital Medical Center Limited Partnership, a Washington limited partnership; provided, however, that if (i) at any time the Company ceases to own, directly or indirectly, at least 75% of the outstanding Equity Interest of any Person described in clauses (a) or (b) above, or (ii) any Person identified in clauses (a) through (c) above shall at any time cease to be a party to any of its applicable Physician Partnership Management Agreements or a borrower under any of its applicable Permitted Physician Partnership Notes, such Person shall not be considered a Permitted Physician Partnership after such time.

          “Permitted Physician Partnership Note” means collectively one or more secured intercompany notes evidencing intercompany loans made by the Company to any Permitted Physician Partnership; provided, however, that no such intercompany notes with respect to a Permitted Physician Partnership shall be considered a “Permitted Physician Partnership Note” hereunder unless (a) one or more of such notes evidence Indebtedness in an initial amount equal to at least 70% of the total capitalization of such Permitted Physician Partnership; (b) such note or notes contain no covenants or other restrictions, including restrictions on the ability of such Permitted Physician Partnership to pay any required dividends or fee payments to the Company or to Qualified Investors owning Equity Interests of such Permitted Physician Partnership; and (c) the obligations evidenced by such note or notes are secured by a perfected Lien in favor of the Company on substantially all of the personal property (and may, but are not required to, be secured by, liens on owned real property and Equity Interests) owned by the Permitted Physician Partnership.

          “Permitted Refinancing Indebtedness” means any Indebtedness of the Company or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of the Company or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided, however, that:

     (a) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness extended, refinanced, renewed, replaced, defeased or refunded (plus all accrued interest on the Indebtedness and the amount of all expenses and premiums incurred in connection therewith);

     (b) in the case of Subordinated Obligations, (a) such Permitted Refinancing Indebtedness has a final maturity date the same as or later 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 and (b) is subordinated in right of payment to, the Notes on terms at least as favorable to the Holders of Notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; and

     (c) such Indebtedness is incurred either by the Company or by its Restricted Subsidiary that is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded.

          “Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

          “Physician Partnership Management Agreements” means certain agreements among the Company and the applicable Permitted Physician Partnership pertaining to the management and operation of the business of such Permitted Physician Partnership, including (i) a Fair Market Value management agreement, pursuant to which the Company shall manage the operations of such Permitted Physician Partnership in exchange for a fee to be paid to the Company by such Permitted Physician Partnership and (ii) a cash management agreement, pursuant to which such Permitted Physician Partnership will participate in the Company’s cash management system.

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          “Physician Support Obligation” means a loan to or on behalf of, or a guarantee of income to or Indebtedness of, or other amounts advanced to (i) a physician or healthcare professional providing service to patients in the service area of a hospital or other healthcare facility operated by the Company or any of its Subsidiaries or (ii) any independent practice association or other entity majority-owned by any Person described in clause (i) made or given by the Company or any Subsidiary of the Company, in each case:

          (a) in the ordinary course of its business; and

          (b) pursuant to a written agreement.

          “Preferred Stock” means any Equity Interest with preferential rights of payment of dividends upon liquidation, dissolution or winding up.

          “Private Placement Legend” means the legend set forth in Section 2.06(g)(i) hereof to be placed on all Notes issued under this Indenture except as otherwise permitted by the provisions of this Indenture.

          “QIB” means a “qualified institutional buyer” as defined in Rule 144A.

          “Qualified Investor” means any (a) individual physician who intends to purchase Equity Interests of any Permitted Joint Venture, (b) any Person owned, controlled, managed or operated by individual physician(s), (c) any trust of which an individual physician is a grantor, trustee or a beneficiary, (d) any retirement plan owned or controlled by, or for the benefit of, an individual physician, (e) a Person in the business of operating or managing hospitals, health systems or other health care business or facility which the Company is permitted to operate under this Indenture and (f) such other individual investors whose aggregate beneficial ownership in such Restricted Subsidiary does not exceed 5%; provided that any such Person is otherwise permitted by applicable law to purchase Equity Interests of any Permitted Joint Venture.

          “Qualified Proceeds” means assets that are used or useful in, or Capital Stock of any Person engaged in, a Permitted Business; provided that the Fair Market Value of any such assets or Capital Stock shall be determined by the principal financial officer of the Company in good faith, except that in the event the value of any such assets or Capital Stock exceeds $15.0 million or more, the Fair Market Value shall be determined by an independent financial advisor.

          “Registration Rights Agreement” means the Registration Rights Agreement, dated as of the Issue Date, among the Company, the Guarantors and Banc of America Securities LLC on behalf of the initial purchasers named therein as such agreement may be amended, modified or supplemented from time to time and, with respect to any Additional Notes, one or more registration rights agreements between the Company and the other parties thereto, as such agreement(s) may be amended, modified or supplemented from time to time, relating to rights given by the Company to the purchasers of Additional Notes to register such Additional Notes, or exchange such Additional Notes for registered notes, under the Securities Act.

          “Regular Record Date” for the interest payable on any Interest Payment Date means the applicable date specified as a “Record Date” on the face of any Note in the form of Exhibit A hereto issued in accordance with Article 2 hereof.

          “Regulation S” means Regulation S promulgated under the Securities Act.

          “Regulation S Global Note” means a Global Note in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with and registered in the name of the Depositary or its nominee issued in a denomination equal to the outstanding principal amount of the Notes sold for initial resale in reliance on Rule 904 of Regulation S.

          “Regulation S Temporary Global Note” means a temporary Global Note in the form of Exhibit A2 hereto deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes initially sold in reliance on Rule 903 of Regulation S.

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          “Responsible Officer,” when used with respect to the Trustee, means any officer within the Corporate Trust Office of the Trustee (or any successor group of the Trustee) with direct responsibility for the administration of this Indenture and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his or her knowledge of and familiarity with the particular subject.

          “Restricted Definitive Note” means one or more Definitive Notes bearing the Private Placement Legend.

          “Restricted Global Notes” means 144A Global Notes, IAI Global Notes and Regulation S Global Notes.

          “Restricted Investment” means an Investment other than a Permitted Investment.

          “Restricted Period” means the 40-day distribution compliance period as defined in Regulation S.

          “Restricted Subsidiary” means any Subsidiary of the Company that is not an Unrestricted Subsidiary.

          “Rule 144” means Rule 144 promulgated under the Securities Act.

          “Rule 144A” means Rule 144A promulgated under the Securities Act.

          “Rule 903” means Rule 903 promulgated under the Securities Act.

          “Rule 904” means Rule 904 promulgated under the Securities Act.

          “S&P” means Standard & Poor’s Ratings Services.

          “Secured Indebtedness” means any Indebtedness of the Company and the Restricted Subsidiaries secured by a Lien.

          “Secured Indebtedness Ratio” means, as of any date of determination, the ratio of (a) all Secured Indebtedness of the Company and its Restricted Subsidiaries outstanding on such date, including any Secured Indebtedness to be Incurred on such date, to (b) the aggregate amount of Consolidated Cash Flow for the period of the most recent four consecutive fiscal quarters ending at least 45 days prior to the date of such determination.

          “Securities Act” means the Securities Act of 1933, as amended.

          “Shelf Registration Statement” means the registration statement relating to the registration of the Notes under Rule 415 of the Securities Act, as may be set forth in a Registration Rights Agreement.

          “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 Issue Date.

          “Sponsor” means GTCR Capital Partners, L.P., GTCR Fund VIII, L.P., GTCR Fund VIII/B, L.P. and GTCR Co-Invest II, L.P., each a Delaware limited partnership, together with each of their respective Affiliates and any other entity brought in as a sponsor or co-sponsor provided that such entity is not brought in contemplation of an initial public offering.

          “Stated Maturity” means, with respect to any installment of principal on any series of Indebtedness, the final date on which the payment of principal was scheduled to be paid in the original documentation governing such Indebtedness, and shall not include any contingent obligations to repay, redeem or repurchase any such principal prior to the date originally scheduled for the payment thereof.

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          “Subordinated Obligations” means any obligations of the Company (whether outstanding on the date hereof or thereafter incurred) that is subordinate or junior in right of payment to the Notes pursuant to a written agreement to that effect.

           “Subsidiary” means, with respect to any specified Person:

     (a) any corporation, association or other business entity of which more than 50% 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 of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

     (b) any partnership, joint venture, limited liability company or similar entity of which (x) more than 50% 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 Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise and (y) such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

          “Subsidiary Guarantee” means the Guarantee of the Notes by each of the Guarantors pursuant to Article 10 hereof and in the form of the Guarantee endorsed on the form of Note attached as Exhibit E hereto and any additional Guarantee of the Notes to be executed by any Subsidiary of the Company pursuant to Section 4.17 hereof.

          “Surviving Person” means the surviving Person formed by a merger, consolidation or amalgamation and, for purposes of Section 5.01 hereof, a Person to whom all or substantially all of the properties or assets of the Company or any Guarantor is sold, assigned, transferred, conveyed or otherwise disposed of.

          “TIA” means the Trust Indenture Act of 1939, as amended, and the rules and regulations thereunder.

          “Treasury Rate” means, at the time of computation, the yield to maturity of United States Treasury Securities with a constant maturity (as compiled 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 redemption date or, if such Statistical Release is no longer published, any publicly available source of similar market data) most nearly equal to the period from the redemption date to July 1, 2013; provided, however, that if the period from the redemption date to July 1, 2013 is not equal to the constant maturity of a 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 the period from the redemption date to July 1, 2013 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.

          “Trustee” means the Person named as the “Trustee” in the first paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean such successor Trustee.

          “Unrestricted Definitive Notes” means one or more Definitive Notes that do not and are not required to bear the Private Placement Legend.

          “Unrestricted Global Notes” means one or more Global Notes that do not and are not required to bear the Private Placement Legend and are deposited with and registered in the name of the Depositary or its nominee.

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          “Unrestricted Subsidiary” means any Subsidiary of the Company or any successor to any of them that is designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a Board Resolution, but only to the extent that such Subsidiary:

     (a) has no Indebtedness other than Non-Recourse Debt and Indebtedness represented by short-term, open account working capital rates entered into in the ordinary course of business for cash management purposes and consistent with past practice;

     (b) is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company;

     (c) is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation (i) to subscribe for additional Equity Interests or (ii) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results;

     (d) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted Subsidiaries;

     (e) has at least one director on its Board of Directors that is not a director or executive officer of the Company or any of its Restricted Subsidiaries and has at least one executive officer that is not a director or executive officer of the Company or any of its Restricted Subsidiaries; and

     (f) any Subsidiary of an Unrestricted Subsidiary.

          Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.10 hereto. 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 this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereto, the Company will be in default of such covenant. The Board of Directors of the Company 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 the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09 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.

          “U.S. Government Securities” means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable or redeemable at the issuer’s option.

          “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:

     (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at

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final maturity, in respect of the Indebtedness, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

     (b) the then outstanding principal amount of such Indebtedness.

Section 1.02. Other Definitions.

	Defined in
Term	Section
“Acceleration Notice”		6.02
“Affiliate Transaction”		4.14
“Asset Sale Offer”		4.12
“Authentication Order”		2.02
“Benefited Party”		10.01
“Change of Control Offer”		4.16
“Change of Control Purchase Price”		4.16
“Covenant Defeasance”		8.03
“DTC”		2.03
“Event of Default”		6.01
“Initial Lien”		4.11
“Legal Defeasance”		8.02
“losses”		7.07
“Offer Amount”		3.09
“Offer Period”		3.09
“Offer to Purchase”		3.09
“Paying Agent”		2.03
“Purchase Date”		3.09
“Purchase Price		3.09
“Registrar”		2.03
“Security Register”		2.03

Section 1.03. Incorporation by Reference of Trust Indenture Act.

          (a) Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture.

          (b) The following TIA terms used in this Indenture have the following meanings:

          “indenture securities” means the Notes and the Guarantees;

          “indenture security holder” means a Holder of a Note;

          “indenture to be qualified” means this Indenture;

          “indenture trustee” or “institutional trustee” means the Trustee; and

          “obligor” on the Notes means the Company and any successor obligor upon the Notes.

          (c) All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by Commission rule under the TIA and not otherwise defined herein have the meanings so assigned to them.

Section 1.04. Rules of Construction.

          (a) Unless the context otherwise requires:

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               (i) a term has the meaning assigned to it;

               (ii) an accounting term not otherwise defined herein has the meaning assigned to it in accordance with GAAP;

               (iii) “or” is not exclusive;

               (iv) words in the singular include the plural, and in the plural include the singular;

               (v) all references in this instrument to “Articles,” “Sections” and other subdivisions are to the designated Articles, Sections and subdivisions of this instrument as originally executed;

               (vi) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision;

               (vii) “including” means “including without limitation;”

               (viii) provisions apply to successive events and transactions; and

               (ix) references to sections of or rules under the Securities Act, the Exchange Act or the TIA shall be deemed to include substitute, replacement or successor sections or rules adopted by the Commission from time to time thereunder.

ARTICLE 2.

THE NOTES

Section 2.01. Form and Dating.

          (a) General. The Notes and the Trustee’s certificate of authentication shall be substantially in the form included in Exhibit A hereto, which is hereby incorporated in and expressly made part of this Indenture. The Notes may have notations, legends or endorsements required by law, exchange rule or usage in addition to those set forth on Exhibit A. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The terms and provisions contained in the Notes shall constitute a part of this Indenture and the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. To the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

          (b) Form of Notes. Notes shall be issued initially in global form and shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions and transfers of interests therein. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.

          (c) Temporary Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its New York office, as custodian for the

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Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Restricted Period shall be terminated upon the receipt by the Trustee of:

               (1) a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (except to the extent of any Beneficial Owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a beneficial ownership interest in a 144A Global Note bearing a Private Placement Legend, all as contemplated by Section 2.06(b) hereof); and

               (2) an Officers’ Certificate from the Company.

Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

          (d) Book-Entry Provisions. This Section 2.01(c) shall apply only to Global Notes deposited with the Trustee, as custodian for the Depositary. Participants and Indirect Participants shall have no rights under this Indenture or any Global Note with respect to any Global Note held on their behalf by the Depositary or by the Trustee as custodian for the Depositary, and the Depositary shall be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Participants or Indirect Participants, the Applicable Procedures or the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Note.

          (e) Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream” and “Customer Handbook” of Clearstream, or any successor publications, shall be applicable to transfers of beneficial interests in Global Notes that are held by Participants through Euroclear or Clearstream.

          (f) Certificated Securities. The Company shall exchange Global Notes for Definitive Notes if: (i) at any time the Depositary notifies the Company that it is unwilling or unable to continue to act as Depositary for the Global Notes or if at any time the Depositary shall no longer be eligible to act as such because it ceases to be a clearing agency registered under the Exchange Act, and, in either case, the Company shall not have appointed a successor Depositary within 120 days after the Company receives such notice or becomes aware of such ineligibility, (ii) the Company, at its option, determines that the Global Notes shall be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee or (iii) upon written request of a Holder or the Trustee if a Default or Event of Default shall have occurred and be continuing.

          Upon the occurrence of any of the events set forth in clauses (i), (ii) or (iii) above, the Company shall execute, and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver, Definitive Notes, in authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Notes in exchange for such Global Notes.

          Upon the exchange of a Global Note for Definitive Notes, such Global Note shall be cancelled by the Trustee or an agent of the Company or the Trustee. Definitive Notes issued in exchange for a Global Note pursuant to this Section 2.01 shall be registered in such names and in such authorized denominations as the

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Depositary, pursuant to instructions from its Participants or its Applicable Procedures, shall instruct the Trustee or an agent of the Company or the Trustee in writing. The Trustee or such agent shall deliver such Definitive Notes to or as directed by the Persons in whose names such Definitive Notes are so registered or to the Depositary.

Section 2.02. Execution and Authentication.

          (a) One Officer shall execute the Notes on behalf of the Company by manual or facsimile signature.

          (b) If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated by the Trustee, the Note shall nevertheless be valid.

          (c) A Note shall not be valid until authenticated by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture.

          (d) The Trustee shall, upon a written order of the Company signed by an Officer (an “Authentication Order”), authenticate Notes for issuance.

          (e) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent shall have the same rights as the Trustee to deal with Holders, the Company or an Affiliate of the Company.

Section 2.03. Registrar and Paying Agent.

          (a) The Company shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a register (the “Security Register”) of the Notes and of their transfer and exchange. The Company may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. the Company or any of its Subsidiaries may act as Paying Agent or Registrar.

          (b) The Company initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes.

          (c) The Company initially appoints the Trustee to act as Registrar and Paying Agent and to act as Custodian with respect to the Global Notes, and the Trustee hereby agrees so to initially act.

Section 2.04. Paying Agent to Hold Money in Trust.

          The Company shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and shall notify the Trustee of any default by the Company in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all funds held by it relating to the Notes to the Trustee. The Company at any time may require a Paying Agent to pay all funds held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary) shall have no further liability for such funds. If the Company or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all funds held by it as Paying Agent. Upon any Event of Default under Sections 6.01(i) and (j) hereof relating to the Company, the Trustee shall serve as Paying Agent for the Notes.

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Section 2.05. Holder Lists.

          The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with TIA §312(a). If the Trustee is not the Registrar, the Company shall furnish or cause to be furnished to the Trustee at least seven Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and as of such date or such shorter time as the Trustee may allow, as the Trustee may reasonably require of the names and addresses of the Holders and the Company shall otherwise comply with TIA §312(a).

Section 2.06. Transfer and Exchange.

          (a) Transfer and Exchange of Global Notes. A Global Note may not be transferred as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. Upon the occurrence of any of the events set forth in Section 2.01(e) above, Definitive Notes shall be issued in denominations of $2,000 or integral multiples of $1,000 thereof and in such names as the Depositary shall instruct the Trustee in writing. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Except as provided above, every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), and beneficial interests in a Global Note may not be transferred and exchanged other than as provided in Section 2.06(b), (c) or (f) hereof.

          (b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also shall require compliance with either clause (i) or (ii) below, as applicable, as well as one or more of the other following clauses, as applicable:

     (i) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend and any Applicable Procedures. Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. Except as may be required by any Applicable Procedures, no written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(i).

     (ii) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(i) above, the transferor of such beneficial interest must deliver to the Registrar either (A)(1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase or (B)(1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (B)(1) above. Upon consummation of an Exchange Offer by the Company in accordance with Section 2.06(f) hereof, the requirements of this Section 2.06(b)(ii) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by the Holder of such beneficial interests in the Restricted Global Notes. Upon satisfaction of all of the requirements for transfer

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or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof.

     (iii) Transfer of Beneficial Interests in a Restricted Global Note to Another Restricted Global Note. A holder of a beneficial interest in a Restricted Global Note may transfer such beneficial interest to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(ii) above and the Registrar receives the following:

     (A) if the transferee will take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof or, if permitted by the Applicable Procedures, item (3) thereof; and

     (B) if the transferee will take delivery in the form of a beneficial interest in the Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and

     (C) if the transferee is required by the Applicable Procedures to take delivery in the form of a beneficial interest in the IAI Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications and certificates and Opinion of Counsel required by item (3) thereof, if applicable.

     (iv) Transfer or Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if the exchange or transfer complies with the requirements of Section 2.06(b)(ii) above and:

     (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with a Registration Rights Agreement and the holder of the beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required in the applicable Letter of Transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by such Registration Rights Agreement;

     (B) such transfer is effected pursuant to a Shelf Registration Statement in accordance with a Registration Rights Agreement;

     (C) such transfer is effected by a broker-dealer pursuant to an Exchange Offer Registration Statement in accordance with a Registration Rights Agreement; or

     (D) the Registrar receives the following:

     (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or

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     (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

          and, in each such case set forth in this clause (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer complies with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

          If any such transfer is effected pursuant to clause (B) or (D) above at a time when an Unrestricted Global Note has not yet been issued, the Company shall execute and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to clause (B) or (D) above.

     (v) Transfer or Exchange of Beneficial Interests in an Unrestricted Global Note for Beneficial Interests in a Restricted Global Note Prohibited. Beneficial interests in an Unrestricted Global Note may not be exchanged for, or transferred to Persons who take delivery thereof in the form of, beneficial interests in a Restricted Global Note.

          (c) Transfer and Exchange of Beneficial Interests in Global Notes for Definitive Notes.

     (i) Transfer or Exchange of Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. Subject to Section 2.06(a) hereof, if any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon receipt by the Registrar of the following documentation:

     (A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;

     (B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

     (C) if such beneficial interest is being transferred to a “non-U.S. Person” in an offshore transaction (as defined in Section 902(k) of Regulation S) in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

     (D) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

     (E) if such beneficial interest is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in clauses (B) through (D) above, a certificate to the effect set forth in Exhibit

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B hereto, including the certifications, certificates and Opinion of Counsel required by item (3)(d) thereof, if applicable; or

     (F) if such beneficial interest is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof,

the Trustee shall reduce or cause to be reduced in a corresponding amount pursuant to Section 2.06(h) hereof, the aggregate principal amount of the applicable Restricted Global Note, and the Company shall execute and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver a Restricted Definitive Note in the appropriate principal amount to the Person designated by the holder of such beneficial interest in the instructions delivered to the Registrar by the Depositary and the applicable Participant or Indirect Participant on behalf of such holder. Any Restricted Definitive Note issued in exchange for beneficial interests in a Restricted Global Note pursuant to this Section 2.06(c)(i) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall designate in such instructions. The Trustee shall deliver such Restricted Definitive Notes to the Persons in whose names such Notes are so registered. Any Restricted Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(i) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

     (ii) Beneficial Interests in Regulation S Temporary Global Note to Definitive Notes.Notwithstanding Sections 2.06(c)(1)(A) and (c) hereof, a beneficial interest in the Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act, except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.

     (iii) Transfer or Exchange of Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. Subject to Section 2.06(a) hereof, a holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if:

     (A) such exchange or transfer is effected pursuant to an Exchange Offer in accordance with a Registration Rights Agreement and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications in the applicable Letter of Transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by such Registration Rights Agreement;

     (B) such transfer is effected pursuant to a Shelf Registration Statement in accordance with a Registration Rights Agreement;

     (C) such transfer is effected by a broker-dealer pursuant to an Exchange Offer Registration Statement in accordance with a Registration Rights Agreement; or

     (D) the Registrar receives the following:

     (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note, a certificate from

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such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or

     (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this clause (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer complies with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

     Upon satisfaction of any of the conditions of any of the clauses of this Section 2.06(c)(ii), the Company shall execute and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver an Unrestricted Definitive Note in the appropriate principal amount to the Person designated by the holder of such beneficial interest in instructions delivered to the Registrar by the Depositary and the applicable Participant or Indirect Participant on behalf of such holder, and the Trustee shall reduce or cause to be reduced in a corresponding amount pursuant to Section 2.06(h), the aggregate principal amount of the applicable Restricted Global Note.

     (iv) Transfer or Exchange of Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. Subject to Section 2.06(a) hereof, if any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note, then, upon satisfaction of the applicable conditions set forth in Section 2.06(b)(i) hereof, the Trustee shall reduce or cause to be reduced in a corresponding amount pursuant to Section 2.06(h) hereof, the aggregate principal amount of the applicable Unrestricted Global Note, and the Company shall execute, and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver an Unrestricted Definitive Note in the appropriate principal amount to the Person designated by the holder of such beneficial interest in instructions delivered to the Registrar by the Depositary and the applicable Participant or Indirect Participant on behalf of such holder. Any Unrestricted Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iii) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall designate in such instructions. The Trustee shall deliver such Unrestricted Definitive Notes to the Persons in whose names such Notes are so registered. Any Unrestricted Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iii) shall not bear the Private Placement Legend.

          (d) Transfer and Exchange of Definitive Notes for Beneficial Interests in the Global Notes.

     (i) Transfer or Exchange of Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any holder of a Restricted Definitive Note proposes to exchange such Restricted Definitive Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:

     (A) if the holder of such Restricted Definitive Note proposes to exchange such Restricted Definitive Note for a beneficial interest in a Restricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;

     (B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

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     (C) if such Restricted Definitive Note is being transferred to a “non- U.S. Person” in an offshore transaction (as defined in Rule 902(k) of Regulation S) in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

     (D) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

     (E) if such Restricted Definitive Note is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in clauses (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3)(d) thereof, if applicable; or

     (F) if such Restricted Definitive Note is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof,

the Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased in a corresponding amount pursuant to Section 2.06(h) hereof, the aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global Note, in the case of clause (B) above, a 144A Global Note, in the case of clause (C) above, a Regulation S Global Note and in all other cases, a IAI Global Note.

     (ii) Transfer or Exchange of Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder of a Restricted Definitive Note may exchange such Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if:

     (A) such exchange or transfer is effected pursuant to an Exchange Offer in accordance with a Registration Rights Agreement and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications in the applicable Letter of Transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by such Registration Rights Agreement;

     (B) such transfer is effected pursuant to a Shelf Registration Statement in accordance with a Registration Rights Agreement;

     (C) such transfer is effected by a broker-dealer pursuant to an Exchange Offer Registration Statement in accordance with a Registration Rights Agreement; or

     (D) the Registrar receives the following:

     (1) if the holder of such Restricted Definitive Note proposes to exchange such Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or

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     (2) if the holder of such Restricted Definitive Note proposes to transfer such Restricted Definitive Note to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this clause (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer shall be effected in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend shall no longer be required in order to maintain compliance with the Securities Act.

          Upon satisfaction of the conditions of any of the clauses in this Section 2.06(d)(ii), the Trustee shall cancel such Restricted Definitive Note and increase or cause to be increased in a corresponding amount pursuant to Section 2.06(h) hereof, the aggregate principal amount of the Unrestricted Global Note.

     (iii) Transfer or Exchange of Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder of an Unrestricted Definitive Note may exchange such Unrestricted Definitive Note for a beneficial interest in an Unrestricted Global Note or transfer such Unrestricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased in a corresponding amount pursuant to Section 2.06(h) hereof the aggregate principal amount of one of the Unrestricted Global Notes.

     (iv) Transfer or Exchange of Unrestricted Definitive Notes to Beneficial Interests in Restricted Global Notes Prohibited. An Unrestricted Definitive Note may not be exchanged for, or transferred to Persons who take delivery thereof in the form of, beneficial interests in a Restricted Global Note.

     (v) Issuance of Unrestricted Global Notes. If any such exchange or transfer of a Definitive Note for a beneficial interest in an Unrestricted Global Note is effected pursuant to clause (ii)(B), (ii)(D) or (iii) above at a time when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.

          (e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a holder of Definitive Notes and such holder’s compliance with the provisions of this Section 2.06(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such holder. In addition, the requesting holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e).

     (i) Transfer of Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:

     (A) if the transfer will be made pursuant to Rule 144A, a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof;

     (B) if the transfer will be made pursuant to Rule 903 or Rule 904, a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and

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     (C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.

     (ii) Transfer or Exchange of Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note only if:

     (A) such exchange or transfer is effected pursuant to an Exchange Offer in accordance with a Registration Rights Agreement and the holder, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications in the applicable Letter of Transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by a Registration Rights Agreement;

     (B) any such transfer is effected pursuant to a Shelf Registration Statement in accordance with a Registration Rights Agreement;

     (C) any such transfer is effected by a broker-dealer pursuant to an Exchange Offer Registration Statement in accordance with a Registration Rights Agreement; or

     (D) the Registrar receives the following:

     (1) if the holder of such Restricted Definitive Note proposes to exchange such Restricted Definitive Notes for an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or

     (2) if the holder of such Restricted Definitive Notes proposes to transfer such Restricted Definitive Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this clause (D), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer complies with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

          Upon satisfaction of the conditions of any of the clauses of this Section 2.06(e)(ii), the Trustee shall cancel the prior Restricted Definitive Note and the Company shall execute, and upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver an Unrestricted Definitive Note in the appropriate aggregate principal amount to the Person designated by the holder of such prior Restricted Definitive Note in instructions delivered to the Registrar by such holder.

     (iii) Transfer of Unrestricted Definitive Notes to Unrestricted Definitive Notes. A holder of Unrestricted Definitive Notes may transfer such Unrestricted Definitive Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the holder thereof.

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          (f) Exchange Offer. Upon the occurrence of an Exchange Offer in accordance with a Registration Rights Agreement, the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate (A) one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of the beneficial interests in the applicable Restricted Global Notes (1) tendered for acceptance by Persons that make any and all certifications in the applicable Letters of Transmittal (or are deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by such Registration Rights Agreement and (2) accepted for exchange in such Exchange Offer and (B) Unrestricted Definitive Notes in an aggregate principal amount equal to the aggregate principal amount of the Restricted Definitive Notes tendered for acceptance by Persons who made the foregoing certifications and accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Notes, the Trustee shall reduce or cause to be reduced in a corresponding amount the aggregate principal amount of the applicable Restricted Global Notes, and the Company shall execute and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver to the Persons designated by the holders of Restricted Definitive Notes so accepted Unrestricted Definitive Notes in the appropriate aggregate principal amount.

          (g) Legends. The following legends shall appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture.

     (i) Private Placement Legend.

     (A) Except as permitted by clause (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form:

          “THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS [IN THE CASE OF RULE 144A NOTES: ONE YEAR] [IN THE CASE OF REGULATION S NOTES: 40 DAYS] AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER OR ANY OF ITS SUBSIDIARIES, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) OUTSIDE THE UNITED STATES, IN COMPLIANCE WITH RULE 904 UNDER REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM.

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THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.”

     (B) Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to clauses (b)(iv), (c)(ii), (c)(iii), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) to this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) shall not bear the Private Placement Legend.

     (ii) Global Note Legend. Each Global Note shall bear a legend in substantially the following form:

          “THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

          UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”

          (h) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or cancelled in whole and not in part, each such Global Note shall be returned to or retained and cancelled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the aggregate principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, the aggregate principal amount of such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

          (i) General Provisions Relating to Transfers and Exchanges.

     (i) No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 4.12, 4.17 and 9.05 hereof).

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     (ii) All Global Notes and Definitive Notes issued upon any registration or transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Company, evidencing the same debt as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

     (iii) Neither the Registrar nor the Company shall be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the date of selection, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (C) to register the transfer of or to exchange a Note between a record date (including a Regular Record Date) and the next succeeding Interest Payment Date.

     (iv) Prior to due presentment for the registration of transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of, premium, if any, and interest on such Note and for all other purposes, in each case regardless of any notice to the contrary.

     (v) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

     (vi) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restriction on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including transfers between or among beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Section 2.07. Replacement Notes.

          If any mutilated Note is surrendered to the Trustee or the Company and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate a replacement Note. If required by the Trustee or the Company, the Holder of such Note shall provide an affidavit of loss and indemnity that is sufficient, in the judgment of the Trustee or the Company, to protect the Company, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer in connection with such replacement. If required by the Company, such Holder shall reimburse the Company for its reasonable expenses in connection with such replacement.

          Every replacement Note issued in accordance with this Section 2.07 shall be the valid obligation of the Company, evidencing the same debt as the destroyed, lost or stolen Note, and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

Section 2.08. Outstanding Notes.

          (a) The Notes outstanding at any time shall be the entire principal amount of Notes represented by all of the Global Notes and Definitive Notes authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those subject to reductions in beneficial interests effected by the Trustee in accordance with Section 2.06 hereof, and those described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a Note shall not cease to be outstanding because the Company or an Affiliate of the Company holds the Note; provided, however, that Notes held by the Company or a Subsidiary of the Company shall be deemed not to be outstanding for purposes of Section 3.07(c) hereof.

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          (b) If a Note is replaced pursuant to Section 2.07 hereof, it shall cease to be outstanding unless the Trustee receives proof satisfactory to it that the replaced note is held by a bona fide purchaser.

          (c) If the principal amount of any Note is considered paid under Section 4.01 hereof, it shall cease to be outstanding and interest on it shall cease to accrue.

          (d) If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date, a Purchase Date or a maturity date, funds sufficient to pay Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

Section 2.09. Treasury Notes.

          In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Company, or by any Affiliate of the Company, shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded.

Section 2.10. Temporary Notes.

          Until certificates representing Notes are ready for delivery, the Company may prepare and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of Definitive Notes but may have variations that the Company considers appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate Global Notes or Definitive Notes in exchange for temporary Notes, as applicable. After preparation of Definitive Notes, the Temporary Notes will be exchangeable for Definitive Notes upon surrender of the Temporary Notes.

          Holders of temporary Notes shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

Section 2.11. Cancellation.

          The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. Upon sole direction of the Company, the Trustee and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall destroy cancelled Notes (subject to the record retention requirements of the Exchange Act or other applicable laws) unless by written order, signed by an Officer of the Company, the Company directs them to be returned to it. Certification of the destruction of all cancelled Notes shall be delivered to the Company from time to time upon request. The Company may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation.

Section 2.12. Payment of Interest; Defaulted Interest.

          If the Company defaults in a payment of interest on the Notes, it shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Company shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment. The Company shall fix or cause to be fixed each such special record date and payment date; provided that no such special record date shall be less than 10 days prior to the related Interest Payment Date for such defaulted interest. At least 15 days before the special record date, the Company (or, upon the written request of the Company, the Trustee in the name and at the expense of the Company) shall mail or cause to be mailed to Holders a notice that states the special record date, the related Interest Payment Date and the amount of such interest to be paid.

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Section 2.13. CUSIP or ISIN Numbers.

          The Company in issuing the Notes may use “CUSIP” and/or “ISIN” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” and/or “ISIN” numbers in notices of redemption or Offers to Purchase as a convenience to Holders; provided, however, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption or notice of an Offer to Purchase and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption or Offer to Purchase shall not be affected by any defect in or omission of such numbers. The Company shall promptly notify the Trustee of any change in the “CUSIP” and/or “ISIN” numbers.

Section 2.14. Additional Interest.

          If Additional Interest is payable by the Company pursuant to a Registration Rights Agreement and paragraph 1 of the Notes, the Company shall deliver to the Trustee a certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such interest is payable pursuant to Section 4.01 hereof. Unless and until a Responsible Officer of the Trustee receives such a certificate or instruction or direction from the Holders in accordance with the terms of this Indenture, the Trustee may assume without inquiry that no Additional Interest is payable. The foregoing shall not prejudice the rights of the Holders with respect to their entitlement to Additional Interest as otherwise set forth in this Indenture or the Notes and pursuing any action against the Company directly or otherwise directing the Trustee to take any such action in accordance with the terms of this Indenture and the Notes. If the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee an Officers’ Certificate setting forth the details of such payment.

Section 2.15. Issuance of Additional Notes.

          The Company shall be entitled, subject to its compliance with Section 4.09 hereof, to issue Additional Notes under this Indenture which shall have identical terms as the Initial Notes issued on the date hereof, other than with respect to the date of issuance, issue price and rights under a related Registration Rights Agreement, if any. The Initial Notes issued on the date hereof, any Additional Notes and all Exchange Notes issued in exchange therefor shall be treated as a single class for all purposes under this Indenture, including directions, waivers, amendments, consents, redemptions and Offers to Purchase.

          With respect to any Additional Notes, the Company shall set forth in a Board Resolution and an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information:

          (a) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture;

          (b) the issue price, the Issue Date and the CUSIP and/or ISIN number of such Additional Notes; provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the Code, other than a de minimis original issue discount within the meaning of Section 1273 of the Code; and

          (c) whether such Additional Notes shall be subject to the restrictions on transfer set forth in Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive Notes or shall be issued in the form of Exchange Notes.

Section 2.16. Record Date.

          The record date for purposes of determining the identity of Holders of Notes entitled to vote or consent to any action by vote or consent or permitted under this Indenture shall be determined as provided for in TIA Section 316(c).

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ARTICLE 3.

REDEMPTION AND PREPAYMENT

Section 3.01. Notices to Trustee.

          If the Company elects to redeem Notes pursuant to the optional redemption provisions of Section 3.07 hereof, it shall furnish to the Trustee, no later than two Business Days prior to the redemption date (or such shorter period as allowed by the Trustee), an Officers’ Certificate setting forth (a) the applicable section of this Indenture pursuant to which the redemption shall occur, (b) the redemption date, (c) the principal amount of Notes to be redeemed and (d) the redemption price.

Section 3.02. Selection of Notes to Be Redeemed.

          If less than all of the Notes are to be redeemed or purchased in an offer to purchase at any time, the Trustee shall select Notes for redemption or purchase as follows:

          (1) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes are listed; or

          (2) if the Notes are not listed on any national securities exchange, on a pro rata basis, by lot or by such method as the Trustee deems fair and appropriate.

          In the event of partial redemption or purchase by lot, the particular Notes to be redeemed or purchased shall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption or purchase date by the Trustee from the outstanding Notes not previously called for redemption or purchase.

          The Trustee shall promptly notify the Company in writing of the Notes selected for redemption or purchase and, in the case of any Note selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Notes and portions of Notes selected shall be in amounts of $2,000 or whole multiples of $1,000 in excess thereof; provided that no Notes of $2,000 or less shall be redeemed or purchased in part. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption.

Section 3.03. Notice of Redemption.

          At least 30 days but not more than 60 days prior to a redemption date, the Company shall mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at such Holder’s registered address appearing in the Security Register, 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 pursuant to Article 8 hereof or a satisfaction and discharge pursuant to Article 11 hereof.

          The notice shall identify the Notes to be redeemed and shall state:

          (a) the redemption date;

          (b) the appropriate calculation of the redemption price, but need not include the redemption price itself; the actual redemption price shall be set forth in an Officers’ Certificate delivered to the Trustee no later than two (2) Business Days prior to the redemption date;

          (c) if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the redemption date upon surrender of such Note, if applicable, a new Note or Notes in principal amount equal to the unredeemed portion shall be issued upon cancellation of the original Note;

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          (d) the name and address of the Paying Agent;

          (e) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

          (f) that, unless the Company defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the redemption date;

          (g) the applicable section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and

          (h) that no representation is made as to the correctness of the CUSIP and/or ISIN numbers, if any, listed in such notice or printed on the Notes.

          At the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at its expense; provided, however, that the Company shall have delivered to the Trustee, at least 45 days (or such shorter period allowed by the Trustee), prior to the redemption date, an Officers’ Certificate requesting that the Trustee give such notice (in the name and at the expense of the Company) and setting forth the information to be stated in such notice as provided in this Section 3.03.

Section 3.04. Effect of Notice of Redemption.

          Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for redemption shall become irrevocably due and payable on the redemption date at the redemption price. A notice of redemption may not be conditional.

Section 3.05. Deposit of Redemption Price.

          On or prior to 11:00 a.m. Eastern time on the Business Day prior to any redemption date, the Company shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption price of and, if applicable, accrued and unpaid interest on all Notes to be redeemed on that date, and shall invest such proceeds until such use to pay the redemption price as directed by the Company in Cash Equivalents. The Trustee or the Paying Agent shall promptly, and in any event within two (2) Business Days after the redemption date, return to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the redemption price of, and accrued and unpaid interest, if any, on, all Notes to be redeemed.

          If the Company complies with the provisions of the preceding paragraph, on and after the redemption date, interest shall cease to accrue on the Notes or the portions of Notes called for purchase or redemption in accordance with Section 2.08(d) hereof, whether or note such Notes are presented for payment. If a Note is redeemed on or after a Regular Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest, if any, shall be paid to the Person in whose name such Note was registered at the close of business on such Regular Record Date. If any Note called for redemption shall not be so paid upon surrender for redemption because of the failure of the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal from the redemption date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.

Section 3.06. Notes Redeemed in Part.

          Upon surrender of a Note that is redeemed in part, the Company shall issue and, upon receipt of an authentication order in accordance with Section 2.02 hereof, the Trustee shall authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed portion of the Note surrendered.

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Section 3.07. Optional Redemption.

          (a) Except as set forth in clauses (a) and (b) of this Section 3.07, the Notes shall not be redeemable at the option of the Company prior to July 1, 2013. At any time prior to July 1, 2013, the Company may redeem all or a portion of the Notes, at once or over time, after giving the notice required pursuant to Section 3.03 hereof, at the redemption price equal to the greater of:

     (1) 100% of the principal amount of the Notes to be redeemed; and

     (2) the sum of the present values of (a) the redemption price of the Notes at July 1, 2013 (as set forth below) and (b) the remaining scheduled payments of interest from the redemption date through July 1, 2013, but excluding accrued and unpaid interest through the redemption date, discounted to the redemption date (assuming a 360 day year consisting of twelve 30 day months), at the Treasury Rate plus 50 basis points;

plus, in either case, accrued and unpaid interest and Additional Interest, if any, to but excluding the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).

          (b) At any time before July 1, 2013, the Company may on one or more occasions redeem up to 35% of the aggregate principal amount of Notes (including Additional Notes) issued under this Indenture at a redemption price of 109.250% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date, with the net cash proceeds of any Equity Offering of common stock of the Company; provided, however that:

     (1) at least 65% of the original aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and

     (2) the redemption occurs within 120 days of the date of the closing of such Equity Offering.

          On or after July 1, 2013, the Company may, at its option, redeem all or any 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 and Additional Interest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on July 1 of the years indicated below:

Year	Percentage
2013		106.938	%
2014		104.625	%
2015		102.313	%
2016 and thereafter		100.000	%

          (c) Any prepayment pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

          (d) Notwithstanding any provisions in this Section 3.07, the Company may acquire any Notes by means other than a redemption, whether by tender offer, open market purchases, privately negotiated transactions or otherwise, in accordance with applicable securities laws and regulations.

Section 3.08. Mandatory Redemption.

          Except as set forth in Sections 4.12 and 4.16 hereof, the Company shall not be required to make mandatory redemption or sinking fund payments with respect to, or offer to purchase, the Notes.

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Section 3.09. Offer To Purchase.

          (a) In the event that, pursuant to Section 4.12 or 4.16 hereof, the Company shall be required to commence an Asset Sale Offer or a Change of Control Offer (each, an “Offer to Purchase”), it shall follow the procedures specified below.

          (b) The Company shall cause a notice of the Offer to Purchase to be sent at least once to the Dow Jones News Service or similar business news service in the United States.

          (c) The Company shall commence the Offer to Purchase by sending, by first-class mail, with a copy to the Trustee, to each Holder at such Holder’s address appearing in the Security Register, a notice the terms of which shall govern the Offer to Purchase (in the case of any Change of Control, such notice shall be mailed within 30 days following such Change of Control) stating:

     (i) that the Offer to Purchase is being made pursuant to this Section 3.09 and Section 4.12 or Section 4.17, as the case may be, and, in the case of a Change of Control Offer, that a Change of Control has occurred, the circumstances and relevant facts regarding the Change of Control and that a Change of Control Offer is being made pursuant to Section 4.16;

     (ii) the principal amount of Notes required to be purchased pursuant to Section 4.12 or Section 4.16, as the case may be (the “Offer Amount”), the purchase price set forth in Section 4.12 or Section 4.16 hereof, as applicable (the “Purchase Price”), the Offer Period and the Purchase Date (each as defined below);

     (iii) except as provided in clause (ix), that all Notes timely tendered and not withdrawn shall be accepted for payment;

     (iv) that any Note not tendered or accepted for payment shall continue to accrue interest;

     (v) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Offer to Purchase shall cease to accrue interest after the Purchase Date;

     (vi) that Holders electing to have a Note purchased pursuant to an Offer to Purchase may elect to have Notes purchased in a principal amount of $2,000 or in integral multiples of $1,000 only;

     (vii) that Holders electing to have a Note purchased pursuant to any Offer to Purchase shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, the Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice before the close of business on the third Business Day before the Purchase Date;

     (viii) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note (or portions thereof) the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased;

     (ix) that, in the case of an Asset Sale Offer, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Company shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the

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Company so that only Notes in denominations of $2,000 or integral multiples of $1,000 shall be purchased);

     (x) that Holders whose Notes were purchased in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer); and

     (xi) any other procedures the Holders must follow in order to tender their Notes (or portions thereof) for payment and the procedures that Holders must follow in order to withdraw an election to tender Notes (or portions thereof) for payment.

          (d) The Offer to Purchase shall remain open for a period of at least 30 days but no more than 60 days following its commencement, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five (5) Business Days (and in any event no later than the 60th day following the Change of Control) after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the Offer Amount or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Offer to Purchase. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. The Company shall publicly announce the results of the Offer to Purchase on the Purchase Date.

          (e) On or prior to the Purchase Date, the Company shall, to the extent lawful:

     (i) accept for payment (on a pro rata basis to the extent necessary in connection with an Asset Sale Offer), the Offer Amount of Notes or portions of Notes properly tendered and not withdrawn pursuant to the Offer to Purchase, or if less than the Offer Amount has been tendered, all Notes tendered;

     (ii) deposit with the Paying Agent funds in an amount equal to the Purchase Price in respect of all Notes or portions of Notes properly tendered and not withdrawn; and

     (iii) 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 the Company and that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.09.

          (f) The Paying Agent shall promptly (but in the case of a Change of Control not later than 60 days from the date of the Change of Control) execute and issue a new Note and mail to each Holder of Notes properly tendered and not withdrawn the Change of Control Purchase Price for such Notes, and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate and mail (or cause to be transferred by book-entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered; provided, however, that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof.

          (g) If the Purchase Date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such Regular Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Offer to Purchase.

          (h) The Company shall comply, to the extent applicable, 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 the Offer to Purchase. To the extent that the provisions of any securities laws or regulations conflict with Sections 4.12 or 4.16, as applicable, this Section 3.09 or other provisions of this Indenture, the Company shall comply with applicable securities laws and regulations and shall not be deemed to have breached its obligations under Sections 4.12 or 4.16, as applicable, this Section 3.09 or such other provision by virtue of such compliance.

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          (i) Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made in accordance with the provisions of Section 3.01 through 3.06 hereof.

ARTICLE 4.

COVENANTS

Section 4.01. Payment of Notes.

          The Company shall pay or cause to be paid the principal of, premium, if any, and interest and Additional Interest, if any, on, the Notes on the dates and in the manner provided in this Indenture and the Notes. Principal, premium, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available United States dollars and designated for and sufficient to pay all principal, premium, if any, and interest and Additional Interest, if any, then due. Such Paying Agent shall return to the Company promptly, and in any event, no later than five (5) Business Days following the date of payment, any money (including accrued interest) that exceeds such amount of principal, premium, if any, and interest and Additional Interest, if any, paid on the Notes. The Company shall pay Additional Interest, if any, in the same manner, on the dates and in the amounts set forth in a Registration Rights Agreement, the Notes and this Indenture. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue on such payment for the intervening period.

          The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% per annum in excess of the rate then in effect; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods), from time to time on demand at the same rate to the extent lawful.

          Interest shall be computed on the basis of a 360-day year of twelve 30-day months.

Section 4.02. Maintenance of Office or Agency.

          (a) The Company shall maintain in the Borough of Manhattan, the City of New York, an office or agency (which may be an office or drop facility of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be presented or surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.

          (b) The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations. The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

          (c) The Company hereby designates the Corporate Trust Office of the Trustee, as one such office, drop facility or agency of the Company in accordance with Section 2.03 hereof.

Section 4.03. Reports.

          (a) Whether or not required by the Commission, so long as any Notes are outstanding, the Company shall furnish to the Trustee and the Holders, within the time periods specified in the Commission’s rules and regulations:

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     (i) 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 the Company were required to file such Forms, including a “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 the Company’s certified independent accountants; and

     (ii) all current reports that would be required to be filed with the Commission on Form 8-K if the Company were required to file such reports.

          Provided, however, the Company shall not be required to provide information regarding management compensation information, nor to comply with all aspects of the Sarbanes-Oxley Act of 2002. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed summary presentation, either on the face of the financial statements or in the footnotes thereto, and if the Company or any of its Restricted Subsidiaries has made an Investment of at least $1.0 million in such Unrestricted Subsidiary, in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company.

          (b) The Trustee shall not be under a duty to review or evaluate any report or information delivered to the Trustee pursuant to the provisions of this Section 4.03 for the purposes of making such reports available to it and to the Holders of Notes who may request such information. Delivery of such reports, information and documents to the Trustee as may be required pursuant to this Section 4.03 is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Section 4.04. Compliance Certificate.

          (a) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year commencing with the fiscal year ended December 31, 2010, an Officers’ Certificate stating that a review of the activities of the Company, the Guarantors and their respective Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company, the Guarantors and their respective Subsidiaries have kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company, the Guarantors and their respective Subsidiaries have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and are not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest on the Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

          (b) The Company shall otherwise comply with TIA §314(a)(2).

          (c) The Company shall deliver to the Trustee, within 30 days after the occurrence thereof, written notice in the form of an Officers’ Certificate of any event that with the giving of notice and/or the lapse of time would become an Event of Default, its status and what action the Company is taking or proposes to take with respect thereto.

Section 4.05. Taxes.

          The Company shall pay, and shall cause each of its Subsidiaries to pay, prior to delinquency, all material taxes, assessments and governmental levies, except such as are being contested in good faith and by

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appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders.

Section 4.06. Stay, Extension and Usury Laws.

          The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted.

Section 4.07. Corporate Existence.

          Subject to Article 5 hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect (a) its corporate existence, and the corporate, partnership or other existence of each Restricted Subsidiary, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Company or any such Restricted Subsidiary and (b) the rights (charter and statutory), licenses and franchises of the Company and its Restricted Subsidiaries; provided, however, that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any Restricted Subsidiary, if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Restricted Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders of the Notes, or that such preservation is not necessary in connection with any transaction not prohibited by this Indenture.

Section 4.08. Payments for Consent.

          The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

Section 4.09. Incurrence of Indebtedness and Issuance of Preferred Stock.

          (a) The Company shall not, and shall not permit any Restricted Subsidiary 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 the Company shall not issue any Disqualified Stock and shall not permit any Restricted Subsidiary to issue any shares of Disqualified Stock other than to the Company; provided, however, that the Company may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock and any of the Company’s Restricted Subsidiaries that are Guarantors may incur Indebtedness (including Acquired Debt), if the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock is issued would have been at least 2.00 to 1.00, 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 Disqualified Stock had been issued, as the case may be and the proceeds of such Indebtedness or Disqualified Stock applied, at the beginning of such four-quarter period.

          (b) Section 4.09(a) shall not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”):

     (1) the incurrence by the Company or any Guarantor of Indebtedness and letters of credit under one or more Credit Facilities (and by any Permitted Joint Venture or Permitted

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Physician Partnership of Indebtedness represented by the pledge of assets under one or more credit facilities) and Guarantees thereof by the Guarantors; provided that the aggregate principal amount of all Indebtedness and letters of credit of the Company and the Guarantors incurred pursuant to this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and the Guarantors thereunder) does not exceed $200.0 million, less the aggregate amount of Net Proceeds from an Asset Sale applied by the Company and its Restricted Subsidiaries to repay Indebtedness thereunder (and, in the case of revolving credit Indebtedness, correspondingly reduce commitments with respect thereto), pursuant to Section 4.12(c)(1) hereof;

     (2) the incurrence by the Company and the Restricted Subsidiaries of the Existing Indebtedness;

     (3) the incurrence by the Company and the Guarantors of Indebtedness represented by the Initial Notes and the Exchange Notes and related Guarantees pursuant to a Registration Rights Agreement;

     (4) the incurrence by the Company or any Restricted Subsidiary 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 lease or the purchase price or cost of construction or improvement of property (real or personal), plant or equipment used in the business of the Company or such Restricted Subsidiary, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets, 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 $30.0 million at any time outstanding;

     (5) the incurrence by the Company or any Restricted Subsidiary of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to extend, defease, renew, refund, refinance or replace Indebtedness (other than intercompany Indebtedness) that was incurred under the first paragraph of this Section 4.09 or clauses (2), (3), (4), (15) or (19) of this paragraph (b);

     (6) the incurrence by the Company or any Restricted Subsidiary of intercompany Indebtedness between or among the Company and any Restricted Subsidiary; provided, however, that:

     (i) if the Company or a Guarantor is the obligor on such Indebtedness and the payee is not the Company or a Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes or the Subsidiary Guarantees, as the case may be; and;

     (ii) (A) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary and (B) any subsequent sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be;

     (7) the incurrence of Indebtedness of the Company or any Restricted Subsidiary consisting of guarantees, indemnities, holdbacks or obligations in respect of purchase price adjustments or similar obligations 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 of assets which are contingent on the performance of the assets acquired, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such assets or shares of Capital Stock of such Restricted Subsidiary for the purpose of financing such acquisition;

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     (8) the incurrence of Indebtedness of the Company or any Restricted Subsidiary represented by (a) letters of credit for the account of the Company or any Restricted Subsidiary or (b) other obligations to reimburse third parties pursuant to any surety bond or other similar arrangements, which letters of credit or other obligations, as the case may be, are issued in the ordinary course of business, including, without limitations, letters of credit and obligations in respect of workers’ compensation claims, payment obligations in connection with sales tax and insurance, including, health, disability or other employee benefits or property, casualty, liability insurance or self-insurance or other similar requirements;

     (9) the incurrence by the Company or any Restricted Subsidiary of Hedging Obligations that are incurred in the normal course of business and consistent with past business practices for the purpose of fixing or hedging currency or interest rate risk (including with respect to any floating rate Indebtedness that is permitted by the terms of this Indenture to be outstanding in connection with the conduct of their respective businesses and not for speculative purposes);

     (10) the Guarantee by the Company or any of the Guarantors of Indebtedness of the Company or a Restricted Subsidiary that was permitted to be incurred by another provision of this Section 4.09;

     (11) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness in the form of loans from Capella Surety;

     (12) the incurrence of Indebtedness evidenced by a Permitted Physician Partnership Note;

     (13) shares of Preferred Stock of a Restricted Subsidiary issued to the Company or a Restricted Subsidiary; provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Company or a Restricted Subsidiary) shall be deemed in each case to be an issuance of such shares of Preferred Stock;

     (14) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees provided by the Company or any Restricted Subsidiary or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business or consistent with past practice;

     (15) Indebtedness or Preferred Stock of Persons that are acquired by the Company or any Restricted Subsidiary or merged into the Company or a Restricted Subsidiary that is a Guarantor, or is or shall become a Permitted Joint Venture, in accordance with the terms of this Indenture; provided that such Indebtedness or Preferred Stock is not incurred in connection with or in contemplation of such acquisition or merger; and provided, further, that after giving effect to such acquisition or merger, either (i) the Company or such Restricted Subsidiary would 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 this covenant or (ii) the Fixed Charge Coverage Ratio would be greater than immediately prior to such acquisition;

     (16) Indebtedness arising from the honoring by a bank or financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness, other than credit or purchase cards, is extinguished within five business days of its incurrence;

     (17) Physician Support Obligations incurred by the Company or any Restricted Subsidiary;

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     (18) customer deposits and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary course of business;

     (19) Indebtedness consisting of the financing of insurance premiums; and

     (20) Indebtedness of the Company or any Restricted Subsidiary or Preferred Stock of the Company or any Restricted Subsidiary not otherwise permitted hereunder in an aggregate principal amount or liquidation preference which, when aggregated with the principal amount and liquidation preference of all other Indebtedness and Preferred Stock then outstanding and incurred pursuant to this clause (20), does not exceed at any one time outstanding, when taken together with any Refinancing Indebtedness in respect thereof, 5% of Consolidated Net Tangible Assets (it being understood that any Indebtedness or Preferred Stock incurred pursuant to this clause (20) shall cease to be deemed incurred or outstanding for purposes of this clause (20) but shall be deemed incurred for the purposes of clause (a) of this Section 4.09 from and after the first date on which the Company or such Restricted Subsidiary could have incurred such Indebtedness or Preferred Stock under the first paragraph of this covenant without reliance on this clause (20)).

          (c) For purposes of determining compliance with this Section 4.09, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (b)(1) through (b)(20) above or is entitled to be incurred pursuant to Section 4.09(a), in each case, the Company shall, in its sole discretion, classify (or later reclassify in whole or in part, in its sole discretion) such item of Indebtedness in any manner that complies with this Section 4.09 and such Indebtedness shall be treated as having been incurred pursuant to such clauses or paragraph (a) hereof, as the case may be, designated by the Company. Indebtedness under Credit Facilities outstanding on the date on which the Notes are first issued and authenticated under this Indenture shall be deemed to have been incurred on such date in reliance of the exception provided by clause (1) of Section 4.09(b). Accrual of interest or dividends, the accretion of accreted value or liquidation preference and the payment of interest or dividends in the form of additional Indebtedness or Disqualified Stock shall not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes of this Section 4.09. The maximum amount of Indebtedness that the Company and any Restricted Subsidiary may incur pursuant to this Section 4.09 shall not be deemed to be exceeded, with respect to any outstanding Indebtedness, solely as a result of fluctuations in the exchange note of currencies.

Section 4.10. Restricted Payments.

          (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly:

     (1) declare or pay any dividend or make any other payment or distribution (A) on account of the Company’s or any Restricted Subsidiary’s Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company or any Restricted Subsidiary) or (B) to the direct or indirect holders of the Company’s or any Restricted Subsidiary’s Equity Interests in their capacity as such (other than dividends or distributions (i) payable in Equity Interests (other than Disqualified Stock) of the Company or (ii) to the Company or a Restricted Subsidiary or (iii) to all holders of Capital Stock of such Restricted Subsidiary on a pro rata basis);

     (2) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company (other than from the Company or any Restricted Subsidiary);

     (3) make any principal payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value, in each case prior to any scheduled repayment, sinking fund payment or stated final maturity any Subordinated Obligations of the Company or any Guarantor, other than Subordinated Obligations owed to the Company or any Restricted Subsidiary (or the purchase, repurchase or other acquisition of Subordinated Obligations, as the case may be, purchased in anticipation of satisfying a sinking fund obligation, principal installment or final

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stated maturity, in each case due within one year of the date of purchase, repurchase or acquisition); 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:

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

     (ii) the Company 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 Section 4.09(a) hereof; and

     (iii) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and the Restricted Subsidiaries after the Issue Date (excluding Restricted Payments permitted by clauses (2), (3), (4), (6), (8), (9), (10) and (12) of paragraph (b) hereof), is less than the sum, without duplication, of:

     (A) 50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing after the Issue Date to the end of the Company’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

     (B) 100% of the aggregate net cash proceeds and 100% of the Fair Market Value of property and marketable securities received by the Company since the Issue Date as a contribution to its common equity capital or from the issue or sale of Equity Interests of the Company (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of the Company, in either case, that have been converted into or exchanged for such Equity Interests of the Company (other than Equity Interests or Disqualified Stock or debt securities sold to a Restricted Subsidiary of the Company), plus

     (C) to the extent that any Restricted Investment that was made after the Issue Date is sold for cash or otherwise liquidated or repaid for cash or for Fair Market Value of property and marketable securities, the lesser of (i) the cash 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) 100% of the aggregate amount received in cash and 100% of the Fair Market Value of property and marketable securities received after the Issue Date from the sale of the capital stock of an Unrestricted Subsidiary or a distribution from an Unrestricted Subsidiary or a dividend from an Unrestricted Subsidiary, plus

     (E) in case, after the date hereof, any Unrestricted Subsidiary has been redesignated as a Restricted Subsidiary under the terms of this Indenture or has been merged, consolidated or amalgamated with or into, or transfers or conveys assets to, or is liquidated into the Company or a Restricted Subsidiary, an amount equal to the lesser of (1) the net book value at the date of the redesignation, combination or transfer of the

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aggregate Investments made by the Company and the Restricted Subsidiaries in the Unrestricted Subsidiary (or of the assets transferred or conveyed, as applicable), and (2) the Fair Market Value of the Investments owned by the Company and the Restricted Subsidiaries in such Unrestricted Subsidiary at the time of the redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable), plus

     (F) in the event the Company or any Restricted Subsidiary makes any Investment in a Person that, as a result of or in connection with such Investment, becomes a Restricted Subsidiary, an amount equal to the aggregate Investments of the Company or any Restricted Subsidiary in such Person that were previously treated as Restricted Payments.

          (b) The preceding provisions shall not prohibit:

     (1) the payment of any dividend or other distribution or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend, if at the date of declaration the dividend, distribution or redemption payment would have complied with the provisions of this Indenture;

     (2) the redemption, repurchase, retirement, defeasance or other acquisition of any Subordinated Obligations of the Company or any Guarantor or of any Equity Interests of the Company or any direct or indirect parent of the Company (“Retired Capital Stock”) in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary of the Company) of, Equity Interests of the Company (other than Disqualified Stock) or any direct or indirect parent of the Company that are contributed to the Company (“Refunding Capital Stock”) and the declaration and payment of accrued dividends on the Retired Capital Stock out of the proceeds of the substantially concurrent sale (other than to a the Company or a Subsidiary of the Company) of Refunding Capital Stock; provided, however, that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition shall be no more than Fair Market Value and shall be excluded from clause (iii)(B) of the preceding paragraph;

     (3) the redemption, repurchase, defeasance or other acquisition of any Subordinated Obligations of the Company or any Guarantor with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; provided, however, that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition shall be excluded from clause (iii)(B) of the preceding paragraph;

     (4) the payment of any dividend, other payment or distribution on account of Equity Interests by a Restricted Subsidiary to the Company or another Restricted Subsidiary;

     (5) the redemption, repurchase or other acquisition or retirement for value of any Equity Interests of the Company or any Restricted Subsidiary of the Company or any of their direct or indirect parent entities (a) held by any future, present or former employee, director or consultant of the Company, its Subsidiaries or (to the extent such person renders services to the business of the Company or its Subsidiaries) the Company’s direct or indirect entities pursuant to any management equity subscription plan or agreement, stock option or stock purchase plan or agreement or employee benefit plan as may be adopted from time to time or pursuant to any agreement with any director or officer in existence on the Issue Date or (b) from an employee of the Company upon the termination of such employee’s employment with the Company; provided, however, that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests in reliance on this clause (5) may not exceed $5.0 million in any twelve-month period (with unused amounts in any calendar year being carried over to the next succeeding twelve-month period); and provided, further, that such amount in any calendar year may be increased by an amount not to exceed (i) the cash proceeds from the sale of Equity Interests of the Company and, to the extent contributed to the Company, Equity Interests of any of its direct or

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indirect parent entities, in each case to members of management, directors or consultants of the Company, any of its Subsidiaries or (to the extent such person renders services to the businesses of the Company and its Subsidiaries) the Company’s direct or indirect parent entities, that occurs after the Issue Date plus (ii) the cash proceeds of key man life insurance policies received by the Company or its Restricted Subsidiaries, or by any direct or indirect parent entity to the extent contributed to the Company, after the Issue Date (provided that the Company may elect to apply all or any portion of the aggregate increase contemplated by clauses (i) and (ii) above in any calendar year) less (ii) the amount of any Restricted Payments previously made pursuant to clauses (i) and (ii) of this clause (5); and provided, further, that cancellation of Indebtedness owing to the Company from members of management of the Company, any of the Company’s direct or indirect parent companies or any of the Company’s Restricted Subsidiaries in connection with a repurchase of Equity Interests of the Company or any of their direct or indirect parent companies shall not be deemed to constitute a Restricted Payment for purposes of this Section 4.10 or any other provision of this Indenture;

     (6) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

     (7) the payment of dividends on the common equity interests of the Company (or the payment of dividends to any direct or indirect parent of the Company to fund a payment of dividends on such entity’s common stock) following the first public offering of the common stock of the Company, or the common equity interests of any of the Company’s direct or indirect parent entities after the Issue Date, of up to 6.0% per annum of the net proceeds received by or contributed to the Company in any public offering, other than public offerings with respect to common equity interests registered on Form S-8 (or any successor form that provides for registration of securities offered to employees of the registrant) and other than any public sale constituting an Excluded Contribution;

     (8) Restricted Payments equal to the amount of Excluded Contributions;

     (9) the declaration and payment of dividends to, or the making of loans to, Holdings to pay:

               (a) (i) overhead (including salaries and other compensation expenses) and franchise or similar tax liabilities, legal, accounting and other professional fees and expenses in connection with, and to the extent attributable, to the maintenance of the Company or Holdings’, existence and its ownership of the Company or any of its Subsidiaries, as applicable, (ii) fees and expenses related to any equity offering, investment or acquisition permitted hereunder (whether or not successful) and (iii) other fees and expenses in connection with, and to the extent attributable to, the maintenance of the Company or Holdings’ existence and its ownership of the Company or any of its Subsidiaries, as applicable;

               (b) with respect to each tax year (or portion thereof), federal, state or local income taxes (as the case may be) imposed directly on or allocated to Holdings or the Company or which are due and payable by Holdings or the Company as part of a consolidated group, to the extent such income taxes are attributable to the income of the Company or any of its Subsidiaries; and

               (c) Investments in Capella Surety in an aggregate principal amount not to exceed the sum of (i) the capital required under the applicable laws or regulations of the jurisdiction in which Capella Surety is formed or determined by independent actuaries as prudent and necessary capital to operate Capella Surety and (ii) any reasonable and customary corporate overhead expenses of Capella Surety;

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     (10) the declaration and payment of dividends or distributions to holders of any class or series of Designated Preferred Stock issued after the Issue Date and the declaration and payment of dividends to any direct or indirect parent company of the Company, the proceeds of which shall be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock of any direct or indirect parent company of the Company issued after the Issue Date; provided that (a) for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock, after giving effect to such issuance on the first day of such period (and the payment of dividends or distributions) on a pro forma basis, the Company would have had a Fixed Charge Coverage Ratio of at least 2.00 to 1.00 and (b) the aggregate amount of dividends declared and paid pursuant to this clause (10) does not exceed the net cash proceeds actually received by the Company from any such sale of Designated Preferred Stock issued after the Issue Date;

     (11) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to Section 4.12 and Section 4.16; provided that all Notes tendered by holders of the Notes in connection with the related Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value;

     (12) cash payments in lieu of fractional shares issuable as dividends on preferred stock or upon the conversion of any convertible debt securities of either the Company or any of its Restricted Subsidiaries; provided that the principal financial officer of the Company shall have determined in good faith that such payments are not made for the purpose of evading the limitations of this Section 4.10; and

     (13) so long as no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment, other Restricted Payments in an aggregate amount since the Issue Date not to exceed $25.0 million.

          (c) The amount of all Restricted Payments (other than cash) shall be the Fair Market Value on the date of the Restricted Payment of the assets, property or securities proposed to be transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. Not later than the date of making any Restricted Payment, the Company shall deliver to the Trustee an Officers’ Certificate stating that such Restricted Payment is permitted and setting forth the basis upon which the calculations required by this Section 4.10 were computed, together with a copy of any fairness opinion or appraisal required by this Indenture. If the Company or a Restricted Subsidiary makes a Restricted Payment which at the time of the making of such Restricted Payment would in the good faith determination of the Company be permitted under the provisions of this Indenture, such Restricted Payment shall be deemed to have been made in compliance with this Indenture notwithstanding any subsequent adjustments made in good faith to the Company financial statements affecting Consolidated Net Income of the Company for any period.

Section 4.11. Liens.

     (a) The Company shall not, and shall not permit any Restricted Subsidiary to, create, incur or assume any Liens (the “Initial Lien”) of any kind against or upon any of their respective properties or assets, or any proceeds, income or profit therefrom that secure any Indebtedness, other than Permitted Liens, without effectively providing that the Notes shall be secured equally and ratably with (or prior to) the obligations so secured for so long as such obligations are so secured.

     (b) Any Lien created for the benefit of the Holder 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.

Section 4.12. Asset Sales.

          The Company shall not, and shall not permit any Restricted Subsidiary to, consummate an Asset Sale unless:

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     (a) the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value of the assets sold, leased, transferred, conveyed or otherwise disposed of or Equity Interests of any Restricted Subsidiary issued, sold, transferred, conveyed or otherwise disposed of;

     (b) at least 75% of the consideration received in the Asset Sale by the Company or such Restricted Subsidiary is in the form of cash. For purposes of this clause (b), each of the following shall be deemed to be cash:

     (i) any liabilities, as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet, of the Company 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 pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability;

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

     (iii) any Designated Non-cash Consideration received by the Company 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 (iii), that is at that time outstanding, not to exceed the greater of (x) $20.0 million and (y) 2.0% of Consolidated Net Tangible Assets 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 without giving effect to subsequent changes in value).

     (c) the Company delivers an Officers’ Certificate to the Trustee certifying that such Asset Sale complies with the foregoing clauses (a) and (b).

          Notwithstanding the foregoing, the 75% limitation referred to in clause (b) above shall not apply to any Asset Sale in which the amount of consideration of the type referred to in clause (b) above received therefrom, determined in accordance with the foregoing provision, is equal to or greater than what the after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation.

          Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company or the Restricted Subsidiaries may apply those Net Proceeds (or any portion thereof) at its option:

     (1) to repay Secured Indebtedness of the Company or any Guarantor (other than Indebtedness owed to the Company, any Guarantor or any Affiliate of the Company) and, if the Secured Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto;

     (2) to repay Indebtedness of a Restricted Subsidiary;

     (3) to acquire all or substantially all of the assets of, or not less than a majority of the Voting Stock of, another Person engaged in a Permitted Business;

     (4) to make a capital expenditure; or

     (5) to acquire other long-term assets or property that are used or useful in a Permitted Business provided that the 365-day period provided above to apply any portion of Net Proceeds in accordance with clause (3) above shall be extended by an additional 180 days if by not later than the 365th day after receipt of such Net Proceeds, the Company or a Restricted Subsidiary, as

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applicable, has entered into a bona fide binding commitment to make an investment of the type referred to in either such clause in the amount of such Net Proceeds.

          Pending the final application of any Net Proceeds, the Company or such Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture.

          Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph shall constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $20.0 million, the Company shall make an “Asset Sale Offer” (which offer may be made at any time within such 365 period) to all Holders to purchase the maximum principal amount of Notes and, if the Company is required to do so under the terms of any other Indebtedness that is pari passu with the Notes, such other Indebtedness on a pro rata basis with the Notes, that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer shall be equal to 100% of principal amount plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, and shall be payable in cash. If any Excess Proceeds remain after consummation of the purchase of all properly tendered and not withdrawn Notes pursuant to an Asset Sale Offer, the Company may use such remaining Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

          The Company shall 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 this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by virtue of such compliance.

Section 4.13. Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.

          The Company shall not, and shall not permit any Restricted Subsidiary 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:

     (a) pay dividends or make any other distributions on its Capital Stock to the Company or any Restricted Subsidiary, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any Restricted Subsidiary;

     (b) make loans or advances to the Company or any Restricted Subsidiary; or

     (c) transfer any of its properties or assets to the Company or any Restricted Subsidiary.

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

     (1) agreements governing Existing Indebtedness, Credit Facilities and Hedging Obligations 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 no 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) this Indenture, the Notes and the Subsidiary Guarantees;

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     (3) applicable law, rule, regulation or order;

     (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any Restricted Subsidiary as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock 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, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;

     (5) customary non-assignment provisions in leases and other contracts entered into in the ordinary course of business and consistent with industry practices;

     (6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on that property of the nature described in clause (c) of the first paragraph of this Section 4.13;

     (7) any agreement for the sale or other disposition of a Restricted Subsidiary or the assets of a Restricted Subsidiary that contains customary restrictions with respect to such Restricted Subsidiary pending its sale or other disposition or the sale or other disposition of its assets;

     (8) Liens securing Indebtedness otherwise permitted to be incurred under Section 4.11 hereto that limit the right of the debtor to dispose of the assets subject to such Liens;

     (9) any agreement relating to dividends in respect of Capital Stock of a Permitted Physician Partnership or a Permitted Joint Venture to the Company, any Restricted Subsidiary or Qualified Investor owning such Capital Stock to the extent that such dividends are made on a pro rata basis based on the aggregate ownership of such Permitted Physician Partnership or Permitted Joint Venture;

     (10) customary provisions, including but not limited to provisions with respect to the payment of distributions, or the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business;

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

     (12) other Indebtedness of Restricted Subsidiaries which Indebtedness is permitted to be incurred pursuant to an agreement entered into subsequent to the Issue Date in accordance with Section 4.09 hereto so long as the restrictions contained in such agreement are no more onerous in any material respect than the restrictions of the same type contained in this Indenture;

     (13) customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any Restricted Subsidiary;

     (14) customary provisions contained in licenses of intellectual property and other similar agreements entered into in the ordinary course of business;

     (15) customary provisions restricting subletting or assignment of any lease governing a leasehold interest;

     (16) contracts entered into in the ordinary course of business, not related to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property

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or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; and

     (17) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (16) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, no more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Section 4.14. Affiliate Transactions.

          The Company shall not, and shall not permit any Restricted Subsidiary 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:

     (a) the Affiliate Transaction (i) is evidenced in writing if it involves transactions of $2.0 million or more and (ii) is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person; and

     (b) the Company delivers to the Trustee:

     (i) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, a resolution of the Board of Directors set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with this Section 4.14 and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors; and

     (ii) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $35.0 million, an opinion as to the fairness to the Company or such Restricted Subsidiary from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing.

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

     (1) transactions between or among the Company and/or any Restricted Subsidiary or an entity that becomes a Restricted Subsidiary as a result of such transaction;

     (2) sales of Equity Interests (other than Disqualified Stock) to Affiliates of the Company;

     (3) reasonable and customary directors’ fees, indemnification and similar arrangements, consulting fees, employee salaries, bonuses or employment agreements, compensation or employee benefit arrangements and incentive arrangements with any officer, director or employee of the Company or a Restricted Subsidiary entered into in the ordinary course of business;

     (4) any transactions made in compliance with Section 4.10 hereto;

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     (5) loans and advances (or cancellation of loans) to officers, employees and consultants of the Company or any Restricted Subsidiary in the ordinary course of business in accordance with the past practices of the Company or any Restricted Subsidiary;

     (6) transactions between any Permitted Physician Partnership or Permitted Joint Venture and the Company or any Restricted Subsidiaries pursuant to any Physician Partnership Management Agreements or Permitted Joint Venture Agreements, including payment of any fees by such Permitted Physician Partnership or Permitted Joint Venture to the Company or any Restricted Subsidiaries;

     (7) any agreement as in effect as of the Issue Date or any amendment thereto so long as any such amendment is not more disadvantageous to the holders in any material respect than the original agreement as in effect on the Issue Date;

     (8) the payment to Sponsors and any of their Affiliates of fees in connection with annual management, consulting and monitoring of the Company in an aggregate amount in any fiscal year not in excess of the greater of (a) $2.0 million and (b) 2.0% of Consolidated Cash Flow (less the amount pursuant clause (8) in the definition of “Consolidated Cash Flow”) pursuant to any management or monitoring agreement in effect on the Issue Date;

     (9) payments by the Company or any Restricted Subsidiary to the Sponsors and any of their Affiliates made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with the Refinancing, acquisitions and divestitures, which payments are approved by a majority of the members of the Board of Directors of the Company in good faith and are made pursuant to agreements as in effect on the Issue Date;

     (10) the existence of, or the performance by the Company or any of its Restricted Subsidiaries of its obligations under the terms of, its organizational documents (including any registration rights agreement or purchase agreements related thereto to which it is party on the Issue Date and any similar agreement that it may enter into thereafter); provided that the existence of, or the performance by the Company or any of its Restricted Subsidiaries of its obligations under any future amendment to its organizational documents or under any similar agreement or amendment thereto entered into after the Issue Date shall only be permitted by this clause (10) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to Holders in any material respect;

     (11) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture that are fair to the Company and or the Restricted Subsidiaries, in the reasonable determination of the principal financial officer of the Company or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;

     (12) if otherwise permitted hereunder, the issuance of Equity Interests (other than Disqualified Stock) of the Company to any direct or indirect parent of the Company, or to any Permitted Holder;

     (13) any transaction with a Capella Surety in the ordinary course of operations of Capella Surety;

     (14) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans approved by the Board of Directors of the Company;

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     (15) Investments by any of the Sponsors in securities of the Company or any of its Restricted Subsidiaries (and payment of reasonable out-of-pocket expenses incurred by such investors in connection therewith) so long as (i) the investment is being offered generally to other investors on the same or more favorable terms and (ii) the investment constitutes less than 5% of the proposed or outstanding issue amount of such class of securities; and

     (16) transactions with joint ventures in Permitted Businesses entered into in the ordinary course of business and in a manner consistent with past practice.

Section 4.15. Designation of Restricted and Unrestricted Subsidiaries.

          The Board of Directors of the Company 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 the Company and its Restricted Subsidiaries in the Subsidiary properly designated will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for (x) Restricted Payments under the first paragraph of Section 4.10 hereof, or (y) Permitted Investments, as determined by the Company. 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 may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if the redesignation would not cause a Default.

          Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.10 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements specified in the definition of “Unrestricted Subsidiary,” it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, the Company will be in default of such covenant. The Board of Directors of the Company 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 the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (i) such Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (ii) no Default or Event of Default would be in existence following such designation.

Section 4.16. Repurchase at the Option of Holders Upon a Change of Control.

          (a) Upon the occurrence of a Change of Control, the Company shall make an offer in cash (the “Change of Control Offer”) pursuant to the procedures set forth in Section 3.09 hereof. Each Holder shall have the right to accept such offer and require the Company to repurchase all or any portion (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes pursuant to the Change of Control Offer at a purchase price, in cash, equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest and Additional Interest, if any, (the “Change of Control Purchase Price”) on the Notes repurchased, to the Purchase Date.

          (b) The Company 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 this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer.

          (c) The Company’s obligation to make a Change of Control Offer may be waived or modified at any time prior to the occurrence of a Change of Control with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes.

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Section 4.17. Future Subsidiary Guarantors.

          If any Restricted Subsidiary of the Company guarantees Indebtedness of the Company, or are named borrowers, under any Credit Facility, then that Restricted Subsidiary will, for so long as such Restricted Subsidiary guarantees, and/or remains obligated under, any Credit Facility, be a Guarantor and execute a supplemental Indenture and deliver an opinion of counsel satisfactory to the Trustee within 20 Business Days of the date of such occurrence.

Section 4.18. Business Activities.

          The Company will not, and will not permit any Subsidiary to, engage in any business other than Permitted Businesses, except to such extent as would not be material to the Company and its Subsidiaries taken as a whole.

Section 4.19. Sale and Leaseback Transactions.

          The Company will not, and will not permit any Restricted Subsidiary to, enter into any sale and leaseback transaction; provided that the Company or any Restricted Subsidiary may enter into a sale and leaseback transaction if:

     (a) the Company or that Restricted Subsidiary could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in Section 4.09(a) hereof and (b) secured such Indebtedness pursuant to Section 4.11 hereof;

     (2) the gross cash proceeds of that sale and leaseback transaction are at least equal to the fair market value, as determined in good faith by the Board of Directors and set forth in an Officers’ Certificate delivered to the Trustee, of the property that is the subject of that sale and leaseback transaction; and

     (3) the transfer of assets in that sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, Section 4.12 hereof.

ARTICLE 5.

SUCCESSORS

Section 5.01. Merger, Consolidation or Sale of Assets.

          (a) Neither the Company nor any Guarantor may, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company or such Guarantor, as the case may be, is the Surviving Person) or sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of, in the case of the Company, the Company and the Guarantors taken as a whole, and in the case of any Guarantor, such Guarantor and its Subsidiaries that are Guarantors taken as a whole, in one or more related transactions, to another Person; unless:

          (i) either

     (A) the Company or such Guarantor, as the case may be, shall be the Surviving Person; or

     (B) the Person formed by or surviving any such consolidation or merger (if other than the Company or such Guarantor, as the case may be) or to which such sale, assignment, transfer, conveyance or other disposition

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has been made shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia;

     (ii) except as otherwise described with respect to the release (or inapplicability) of Subsidiary Guarantees of Guarantors pursuant to Article 10, the Person formed by or surviving any such consolidation or merger (if other than the Company or such Guarantor, as the case may be) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes, by supplemental indenture in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by such Person, all the obligations of the Company or such Guarantor, as the case may be, under this Indenture, the Notes, the Registration Rights Agreement and the Subsidiary Guarantees;

     (iii) immediately after such transaction, no Default or Event of Default exists; and

     (iv) except with respect to a consolidation or merger of the Company with or into a Guarantor, or a Guarantor with or into another Guarantor, the Company or such Guarantor, as the case may be, or the Person formed by or surviving any such consolidation or merger (if other than the Company or such Guarantor), 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, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof.

          (b) Notwithstanding the preceding clause (iv), any Restricted Subsidiary of the Company may consolidate with, merge into or transfer all or part of its properties and assets to the Company or a Guarantor Restricted Subsidiary, and the Company or any Restricted Subsidiary may merge with an Affiliate incorporated solely for the purpose of reincorporating the Company or such Restricted Subsidiary in another state of the United States or changing the Company or such Restricted Subsidiary’s entity type.

          (c) The Company may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person.

          (d) If a direct or indirect parent of the Company, organized or existing under the laws of the United States, any state of the United States or the District of Columbia (“Parent”), assumes the Company’s obligations under this Indenture in a transaction that meets the requirements of this Section 5.01 where the Parent is the Surviving Person for purposes of Section 5.01, all obligations of the Company under this Indenture shall be discharged except to the extent that the Company is or becomes a Subsidiary, Restricted Subsidiary or Subsidiary Guarantor of the Notes. In such event, Parent will succeed to, and be substituted for, the Company under this Indenture, the Notes and the Registration Rights Agreement.

Section 5.02. Successor Corporation Substituted.

          Except as described with respect to the release of Subsidiary Guarantees of Guarantors pursuant to Article 10, the Surviving Person shall succeed to, and be substituted for, and may exercise every right and power of the Company or a Guarantor, as applicable, under this Indenture; provided, however, that the predecessor entity shall not be released from any of the obligations or covenants under this Indenture, including with respect to the payment of the Notes and obligations under the Subsidiary Guarantee, as the case may be, in the case of:

     (a) a sale, transfer, assignment, conveyance or other disposition (unless such sale, transfer, assignment, conveyance or other disposition is of all or substantially all of the assets of the Company, taken as a whole, or

     (b) a lease.

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ARTICLE 6.

DEFAULTS AND REMEDIES

Section 6.01. Events of Default.

     Each of the following constitutes an “Event of Default” with respect to the Notes:

     (a) default for 30 days in the payment when due of interest or Additional Interest, if any, on the Notes;

     (b) default in the payment when due of the principal of, or premium, if any, on, any of the Notes;

     (c) failure by the Company or any Restricted Subsidiary to comply with Section 5.01 hereof;

     (d) failure by the Company or any Restricted Subsidiary to comply with any of its other agreements in the Notes or in this Indenture (other than a failure that is the subject of the foregoing clause (a), (b) or (c)), and such failure continues for 60 days after written notice is given to the Company as provided below;

     (e) a 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 the Company or any Restricted Subsidiary (or the payment of which is guaranteed by the Company or any Restricted Subsidiary other than Indebtedness owed to the Company or a Restricted Subsidiary) whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default:

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

     (ii) 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 $20.0 million or more;

     (f) failure by the Company or any Significant Subsidiary to pay final judgments (other than judgments covered by insurance policies) aggregating in excess of $20.0 million, which judgments are not paid, discharged or stayed for a period of 60 days after such judgment has become final and an enforcement proceeding has been commenced by a creditor upon such judgment or decree which is not promptly stayed;

     (g) except as permitted by this Indenture, any Subsidiary Guarantee of a Significant Subsidiary shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee; and

     (h) certain events of bankruptcy or insolvency described in this Indenture with respect to the Company or any Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary.

Section 6.02. Acceleration.

          If any Event of Default (other than the type described in Section 6.01(c)) occurs and is continuing, the Trustee may, and the Trustee upon the request of Holders of at least 25% in principal amount of the outstanding Notes shall, or the Holders of at least 25% in principal amount of outstanding Notes may, declare the principal of all

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the Notes, together with all accrued and unpaid interest, premium, if any, to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that such notice is a notice of acceleration (the “Acceleration Notice”), and the same shall become immediately due and payable.

          In the case of an Event of Default specified in Section 6.01(c), all outstanding Notes shall become due and payable immediately without any further declaration or other act on the part of the Trustee or the Holders. Holders may not enforce this Indenture or the Notes except as provided in this Indenture.

          At any time after a declaration of acceleration with respect to the Notes, the Holders of a majority in principal amount of the Notes then outstanding (by notice to the Trustee) may rescind and cancel such declaration and its consequences if:

     (a) the rescission would not conflict with any judgment or decree;

     (b) all existing Events of Default have been cured or waived except nonpayment of principal of or interest, including any Additional Interest, on the Notes that has become due solely by reason of such declaration of acceleration;

     (c) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid;

     (d) the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances; and

     (e) in the event of the cure or waiver of an Event of Default of the type described in Section 6.01(c), the Trustee has received an Officers’ Certificate and Opinion of Counsel that such Event of Default has been cured or waived.

     No such rescission shall affect any subsequent Default or Event of Default or impair any right consequent thereto.

     In the case of an Event of Default with respect to the Notes occurring by reason of any willful action or inaction taken or not taken by the Company or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have been required to pay if the Company had then elected to redeem the Notes pursuant to Section 3.07 hereof, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes. If an Event of Default occurs by reason of any willful action or inaction taken or not taken by the Company or on the Company’s behalf with the intention of avoiding the prohibition on redemption of the Notes, then the premium specified in Section 3.07 (a) or (c), as applicable, shall also become immediately due and payable to the extent permitted by law upon acceleration of the Notes.

Section 6.03. Other Remedies.

          If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.

          The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies shall be cumulative to the extent permitted by law.

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Section 6.04. Waiver of Defaults.

          The Holders of at least 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 this Indenture, except a continuing Default or Event of Default in the payment of interest or Additional Interest, if any, on, or the principal of, the Notes. In the event of any Event of Default specified in clause (f) of Section 6.01, such Event of Default and all consequences of that Event of Default (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Notes, if within 20 days after the Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that:

     (a) the Indebtedness or Guarantee that is the basis for the Event of Default has been discharged;

     (b) the holders of such Indebtedness have rescinded or waived the acceleration, notice or action, as the case may be, giving rise to the Event of Default; or

     (c) the default that is the basis for such Event of Default has been cured;

it being understood that in no event shall an acceleration of the principal amount of the Notes as described in Section 6.02 hereof be annulled, waived or rescinded upon the happening of any such events.

Section 6.05. Control by Majority.

          Subject to Sections 7.01, 7.02(f), 7.02(i) (including the Trustee’s receipt of the security or indemnification described therein) and 7.07 hereof, in case an Event of Default shall occur and be continuing, the Holders of at least a majority in aggregate principal amount of the Notes then outstanding shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Notes. The Trustee shall be entitled to take any other action deemed proper by the Trustee which is not inconsistent with such direction or this Indenture.

Section 6.06. Limitation on Suits.

          No Holder shall have any right to institute any proceeding with respect to this Indenture, or for the appointment of a receiver or trustee, or for any remedy thereunder, unless:

     (a) such Holder has previously given to the Trustee written notice of a continuing Event of Default or the Trustee receives the notice from the Company;

     (b) Holders of at least 25% in aggregate principal amount of the Notes then outstanding have made written request and offered reasonable indemnity to the Trustee to institute such proceeding as Trustee; and

     (c) the Trustee shall not have received from the Holders of a majority in aggregate principal amount of the Notes then outstanding a written direction inconsistent with such request and shall have failed to institute such proceeding within 60 days.

          The preceding limitations shall not apply to a suit instituted by a Holder for enforcement of payment of principal of, and premium, if any, or interest on, a Note on or after the respective due dates for such payments set forth in such Note.

          A Holder may not use this Indenture to affect, disturb or prejudice the rights of another Holder or to obtain a preference or priority over another Holder.

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Section 6.07. Rights of Holders to Receive Payment.

          Notwithstanding any other provision of this Indenture (including Section 6.06 hereof), the right of any Holder to receive payment of principal, premium, if any, and interest on the Notes held by such Holder, on or after the respective due dates expressed in the Notes (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Section 6.08. Collection Suit by Trustee.

          If an Event of Default specified in Section 6.01(a) or (b) occurs and is continuing, the Trustee shall be authorized to recover judgment in its own name and as Trustee of an express trust against the Company for the whole amount of principal of, premium, if any, and interest then due and owing (together with interest on overdue principal and, to the extent lawful, interest) and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

Section 6.09. Trustee May File Proofs of Claim.

          The Trustee shall be authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders allowed in any judicial proceedings relative to the Company (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee and its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, moneys, securities and any other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.10. Priorities.

          If the Trustee collects any money pursuant to this Article 6, it shall pay out the money in the following order:

     First: to the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;

     Second: to Holders for amounts due and unpaid on the Notes for principal, premium, if any, and interest ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and interest, respectively; and

     Third: to the Company or to such party as a court of competent jurisdiction shall direct.

     The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.10.

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Section 6.11. Undertaking for Costs.

          In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 shall not apply to a suit by the Trustee, a suit by the Company, a suit by a Holder pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding Notes.

ARTICLE 7.

TRUSTEE

Section 7.01. Duties of Trustee.

          (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs.

(b) Except during the continuance of an Event of Default:

     (1) the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

     (2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

          (c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

     (1) this paragraph does not limit the effect of paragraph (b) of this Section;

     (2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

     (3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof.

          (d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01.

          (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability.

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          (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregate from other funds except to the extent required by law.

Section 7.02. Rights of Trustee.

     Subject to TIA Section 315:

     (a) The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in any such document.

     (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

     (c) The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.

     (d) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.

     (e) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default or Event of Default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee from the Company or the Holders of 25% in aggregate principal amount of the outstanding Notes, and such notice references the specific Default or Event of Default, the Notes and this Indenture.

     (f) The Trustee shall not be required to give any bond or surety in respect of the performance of its power and duties hereunder.

     (g) The Trustee shall have no duty to inquire as to the performance of the Company’s covenants herein.

     (h) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder.

     (i) The Trustee will be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.

     (j) The rights, privileges, immunities and benefits given to the Trustee hereunder, including without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed by the Trustee consistent with the terms of this Indenture to act hereunder.

     (k) Any permissive right or authority granted to the Trustee shall not be construed as a mandatory duty.

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Section 7.03. Individual Rights of Trustee.

          The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or any Affiliate of the Company with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the Commission for permission to continue as Trustee or resign. Any Agent may do the same with like rights and duties. The Trustee shall also be subject to Sections 7.10 and 7.11 hereof.

Section 7.04. Trustee’s Disclaimer.

          The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.

Section 7.05. Notice of Defaults.

          If a Default or Event of Default occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to Holders a notice of the Default or Event of Default within 90 days after it occurs. Except in the case of a Default or Event of Default in payment of principal of, premium, if any, or interest on any Note, the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders.

Section 7.06. Reports by Trustee to Holders.

          Within 60 days after each January 1 beginning with the January 1 following the Issue Date, and for so long as Notes remain outstanding, the Trustee shall mail to the Holders a brief report dated as of such reporting date that complies with TIA §313(a) (but if no event described in TIA §313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with TIA §313(b)(2) to the extent applicable. The Trustee shall also transmit by mail all reports as required by TIA §313(c).

          A copy of each report at the time of its mailing to the Holders shall be mailed to the Company and filed with the Commission and each stock exchange on which the Notes are listed in accordance with TIA §313(d). The Company shall promptly notify the Trustee when the Notes are listed on any stock exchange and any delisting thereof.

Section 7.07. Compensation and Indemnity.

          The Company shall pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

          The Company shall indemnify the Trustee (in its capacity as Trustee) or any predecessor Trustee (in its capacity as Trustee) against any and all losses, claims, damages, penalties, fines, liabilities or expenses, including incidental and out-of-pocket expenses and reasonable attorneys fees (for purposes of this Article, “losses”) incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 7.07) and defending itself against any claim (whether asserted by the Company or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent such losses may be attributable to its negligence, bad faith or willful misconduct. The Trustee shall notify the Company

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promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder, to the extent the Company has not been materially prejudiced thereby. The Company shall defend the claim, and the Trustee shall cooperate in the defense. The Trustee may have separate counsel if the Trustee has been reasonably advised by counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the Company and in the reasonable judgment of such counsel it is advisable for the Trustee to engage separate counsel, and the Company shall pay the reasonable fees and expenses of such separate counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The Company need not reimburse any expense or indemnify against any loss incurred by the Trustee through the Trustee’s own willful misconduct, negligence or bad faith.

          The obligations of the Company under this Section 7.07 shall survive the satisfaction and discharge of this Indenture, the resignation or removal of the Trustee and payment in full of the Notes through the expiration of the applicable statute of limitations.

          To secure the Company’s payment obligations in this Section, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal, premium, if any, and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture.

          When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i) or (j) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Section 7.08. Replacement of Trustee.

          A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08.

          The Trustee may resign in writing at any time upon 30 days’ prior notice to the Company and be discharged from the trust hereby created by so notifying the Company. The Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if:

     (a) the Trustee fails to comply with Section 7.10 hereof;

     (b) the Trustee is adjudged bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

     (c) a custodian or public officer takes charge of the Trustee or its property; or

     (d) the Trustee becomes incapable of acting.

          If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company.

          If a successor Trustee does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company, or the Holders of at least 10% in aggregate principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.

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          If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

          A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. Subject to the Lien provided for in Section 7.07 hereof, the retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee; provided, however, that all sums owing to the Trustee hereunder shall have been paid. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee.

          In the case of an appointment hereunder of a separate or successor Trustee with respect to the Notes, the Company, the Guarantors, any retiring Trustee and each successor or separate Trustee with respect to the Notes shall execute and deliver a supplemental indenture hereto (1) which shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of any retiring Trustee with respect to the Notes as to which any such retiring Trustee is not retiring shall continue to be vested in such retiring Trustee and (2) that shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustee co-trustees of the same trust and that each such separate, retiring or successor Trustee shall be Trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any such other Trustee.

Section 7.09. Successor Trustee by Merger, etc.

          If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation or banking association, the successor corporation or banking association without any further act shall, if such successor corporation or banking association is otherwise eligible hereunder, be the successor Trustee.

Section 7.10. Eligibility; Disqualification.

          There shall at all times be a Trustee hereunder that is a Person organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $50.0 million (or a wholly-owned subsidiary of a bank or trust company, or of a bank holding company, the principal subsidiary of which is a bank or trust company having a combined capital and surplus of at least $50.0 million) as set forth in its most recent published annual report of condition.

          This Indenture shall always have a Trustee who satisfies the requirements of TIA §310(a)(1), (2) and (5). The Trustee is subject to TIA §310(b).

Section 7.11. Preferential Collection of Claims Against Company.

          The Trustee is subject to TIA §311(a), excluding any creditor relationship listed in TIA §311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein.

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ARTICLE 8.

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01. Option to Effect Legal Defeasance or Covenant Defeasance.

          The Company may, at its option and at any time, elect to have either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon compliance with the conditions set forth in this Article 8.

Section 8.02. Legal Defeasance and Discharge.

          Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”) and each Guarantor shall be released from all of its obligations under its Guarantee. For this purpose, Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Debt represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under the Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive, solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, or interest or Additional Interest, if any, on such Notes when such payments are due, (b) the Company’s obligations with respect to such Notes under Article 2 and Sections 4.01 and 4.02, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the Guarantors’ obligations in connection therewith and (d) the provisions of this Article 8 relating to Legal Defeasance. If the Company exercises under Section 8.01 hereof the option applicable to this Section 8.02, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, payment of the Notes may not be accelerated because of an Event of Default. Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Section 8.03. Covenant Defeasance.

          Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Company shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from its obligations under the covenants contained in Sections 4.08 through 4.20 hereof, and the operation of Section 5.01(a)(iv), with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”) and each Guarantor shall be released from all of its obligations under its Guarantee with respect to such covenants in connection with such outstanding Notes and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. If the Company exercises under Section 8.01 hereof the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, payment of the Notes may not be accelerated because of an Event of Default specified in clause (c) (with respect to the covenants contained in Section 5.01(a)(iv)), clause (d) (with respect to the covenants contained in Sections 4.09, 4.10, 4.12 and 4.17), clause (e) (with respect to the covenants contained in Sections 4.08 and 4.11 through 4.20), (f), (g), (h) and (i) (but in the case of (h) and (i) of Section 6.01, with respect to Significant Subsidiaries only).

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Section 8.04. Conditions to Legal or Covenant Defeasance.

          The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes.

          Legal Defeasance or Covenant Defeasance may be exercised only if:

     (a) the Company irrevocably deposits with the Trustee, in trust (the “defeasance trust”), for the benefit of the Holders, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination of cash in U.S. dollars and non-callable U.S. Government Securities, in an amount sufficient, in the opinion of a nationally recognized firm of independent registered public accountants, to pay the principal of, or premium, if any, and interest and Additional Interest, if any, on the outstanding Notes on the Stated Maturity or on the next redemption date, as the case may be, and the Company shall specify whether the Notes are being defeased to maturity or to such particular redemption date;

     (b) in the case of Legal Defeasance under Section 8.02 hereof, the Company shall deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (ii) subsequent to 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 shall confirm that, subject to customary assumptions and exclusions, 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;

     (c) in the case of Covenant Defeasance under Section 8.03 hereof, the Company shall deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, 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;

     (d) no Default or Event of Default shall have occurred and be 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 granting of Liens in connection therewith);

     (e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Restricted Subsidiaries is a party or by which the Company or any of its Restricted Subsidiaries is bound;

     (f) the Company shall deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over other creditors of the Company with the intent of defeating, hindering, delaying or defrauding such other creditors; and

     (g) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, subject to customary assumptions and exclusions, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Section 8.05. Deposited Cash and U.S. Government Securities to be Held in Trust; Other Miscellaneous Provisions.

          Subject to Section 8.06 hereof, all cash and non-callable U.S. Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes shall be held in trust and

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applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders of all sums due and to become due thereon in respect of principal, premium, if any, and interest but such cash and securities need not be segregated from other funds except to the extent required by law.

          The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

          Anything in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the request of the Company any cash or non-callable U.S. Government Securities held by it as provided in Section 8.04 which, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee (which may be the certification delivered under Section 8.04(a)) hereof, are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06. Repayment to Company.

          The Trustee shall promptly, and in any event, no later than five (5) Business Days, pay to the Company after request therefor, any excess money held with respect to the Notes at such time in excess of amounts required to pay any of the Company’s Obligations then owing with respect to the Notes.

          Any cash or non-callable U.S. Government Securities deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal, premium, if any, or interest on any Note and remaining unclaimed for one year after such principal, premium, if any, or interest has become due and payable shall be paid to the Company on its written request or (if then held by the Company) shall be discharged from such trust; and the Holder shall thereafter, as an unsecured creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such cash and securities, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in The New York Times and The Wall Street Journal (national edition), notice that such cash and securities remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such cash and securities then remaining shall be repaid to the Company.

Section 8.07. Reinstatement.

          If the Trustee or Paying Agent is unable to apply any cash or non-callable U.S. Government Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such cash and securities in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided, however, that, if the Company makes any payment of principal of, premium, if any, or interest on any Note following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders to receive such payment from the cash and securities held by the Trustee or Paying Agent.

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ARTICLE 9.

AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01. Without Consent of Holders of Notes.

          Notwithstanding Section 9.02 hereof, the Company, the Guarantors and the Trustee may amend or supplement this Indenture or the Notes without the consent of any Holder to:

     (a) cure any ambiguity, defect or inconsistency;

     (b) provide for uncertificated Notes in addition to or in place of certificated Notes;

     (c) provide for the assumption by a Surviving Person of the obligations of the Company under this Indenture as contemplated by Article 5 hereof;

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

     (e) provide for or confirm the issuance of Additional Notes in accordance with this Indenture;

     (f) to comply with any requirement of the Commission in order to effect or maintain the qualification of this Indenture under the TIA;

     (g) to release a Subsidiary Guarantee;

     (h) to evidence and provide for the acceptance and appointment under this Indenture of a successor trustee;

     (i) to conform the text of this Indenture, the Notes or the Subsidiary Guarantees to any provision in the Offering Memorandum to the extent that such provision in the Offering Memorandum was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Subsidiary Guarantees.

          Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Section 9.02. With Consent of Holders of Notes.

          Except as provided below in this Section 9.02, the Company, the Guarantors and the Trustee may amend or supplement this Indenture and the Notes with the consent of the Holders of at least a majority in aggregate principal amount of the Notes, including Additional Notes, if any, then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (except a continuing Default or Event of Default in (i) the payment of principal, premium, if any, or interest on the Notes and (ii) in respect of a covenant or provision which under this Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment) or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the Notes, including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes).

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          Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid and the documents described in Section 7.02 hereof, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

          Without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

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

     (b) reduce the principal of, or change the Stated Maturity of, any Note or alter the provisions with respect to the redemption, other than repurchase of the Notes pursuant to Section 4.16 hereof (including the applicable definitions);

     (c) reduce the rate of, or change the time for payment of, interest, if any, on, any Note;

     (d) waive a Default or Event of Default in the payment of principal of, or interest or premium, or Additional Interest, if any, 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 that resulted from such acceleration);

     (e) make any Note payable in currency other than that stated in the Note;

     (f) make any change in the provisions (including applicable definitions) of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest or premium or Additional Interest, if any, on, such Holder’s Notes;

     (g) waive a redemption or repurchase payment with respect to any Note (other than a payment required by the provisions of Section 4.16 hereof);

     (h) make any change in any Subsidiary Guarantees that would adversely affect the Holders of the Notes;

     (i) make any change in this Section 9.02.

          The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any supplemental indenture. If a record date is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 120 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect.

          It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.

          After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holder of each Note affected thereby to such Holder’s address appearing in the Security Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such

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notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.

Section 9.03. Compliance with Trust Indenture Act.

          Every amendment or supplement to this Indenture or the Notes shall be set forth in an amended or supplemental indenture that complies with the TIA as then in effect.

Section 9.04. Revocation and Effect of Consents.

          Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion thereof that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder or subsequent Holder may revoke the consent as to its Note or portion thereof if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or waiver shall become effective in accordance with its terms and thereafter shall bind every Holder.

Section 9.05. Notation on or Exchange of Notes.

          The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Company in exchange for all Notes may issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate new Notes that reflect the amendment, supplement or waiver.

          Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

Section 9.06. Trustee to Sign Amendments, etc.

          The Trustee shall sign any amended or supplemental indenture authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. None of the Company nor any Guarantor may sign an amendment or supplemental indenture until its board of directors (or committee serving a similar function) approves it. In executing any amended or supplemental indenture, the Trustee shall be entitled to receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon an Officers’ Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amended or supplemental indenture is the legal, valid and binding obligations of the Company enforceable against it in accordance with its terms, subject to customary exceptions and that such amended or supplemental indenture complies with the provisions hereof (including Section 9.03 hereof).

ARTICLE 10.

GUARANTEES

Section 10.01. Guarantee.

          Subject to this Article 10, the Guarantors hereby unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns: (a) the due and punctual payment of the principal of, premium, if any, and interest on the Notes, subject to any applicable grace period, whether at Stated Maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on the overdue principal of and premium, if any, and, to the extent permitted by law, interest, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee under this Indenture, the Registration Rights Agreement or any other agreement with or for the benefit of the Holders or the Trustee, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any

78

Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration pursuant to Section 6.02, redemption or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

          Each Guarantor hereby agrees that its obligations with regard to its Guarantee shall be joint and several, unconditional, irrespective of the validity or enforceability of the Notes or the obligations of the Company under this Indenture, the absence of any action to enforce the same, the recovery of any judgment against the Company or any other obligor with respect to this Indenture, the Notes or the Obligations of the Company under this Indenture or the Notes, any action to enforce the same or any other circumstances (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, waives and relinquishes all claims, rights and remedies accorded by applicable law to guarantors and agrees not to assert or take advantage of any such claims, rights or remedies, including but not limited to:

     (a) any right to require any of the Trustee, the Holders or the Company (each a “Benefited Party”), as a condition of payment or performance by such Guarantor, to

     (1) proceed against the Company, any other guarantor (including any other Guarantor) of the Obligations under the Guarantees or any other Person,

     (2) proceed against or exhaust any security held from the Company, any such other guarantor or any other Person,

     (3) proceed against or have resort to any balance of any deposit account or credit on the books of any Benefited Party in favor of the Company or any other Person, or

     (4) pursue any other remedy in the power of any Benefited Party whatsoever;

     (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Company including any defense based on or arising out of the lack of validity or the unenforceability of the Obligations under the Guarantees or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Company from any cause other than payment in full of the Obligations under the Guarantees;

     (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal;

     (d) any defense based upon any Benefited Party’s errors or omissions in the administration of the Obligations under the Guarantees, except behavior which amounts to bad faith;

(e) (1) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of the Guarantees and any legal or equitable discharge of such Guarantor’s obligations hereunder,

     (2) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof,

     (3) any rights to set-offs, recoupments and counterclaims and

     (4) promptness, diligence and any requirement that any Benefited Party protect, secure, perfect or insure any security interest or lien or any property subject thereto;

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     (f) notices, demands, presentations, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance of the Guarantees, notices of Default under the Notes or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Obligations under the Guarantees or any agreement related thereto, and notices of any extension of credit to the Company and any right to consent to any thereof;

     (g) to the extent permitted under applicable law, the benefits of any “One Action” rule and

     (h) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of the Guarantees. Except to the extent expressly provided herein, including Sections 8.02, 8.03 and 10.05 hereof, each Guarantor hereby covenants that its Guarantee shall not be discharged except by complete performance of the obligations contained in its Guarantee and this Indenture.

          If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

          Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Section 6.02 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby and (y) in the event of any declaration of acceleration of such obligations as provided in Section 6.02 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantee.

Section 10.02. Limitation on Guarantor Liability.

          (a) Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that each Guarantor’s liability shall be that amount from time to time equal to the aggregate liability of such Guarantor under the guarantee, but shall be limited to the lesser of (a) the aggregate amount of the Company’s obligations under the Notes and this Indenture or (b) the amount, if any, which would not have (1) rendered the Guarantor “insolvent” (as such term is defined in the Federal Bankruptcy Code and in the Debtor and Creditor Law of the State of New York) or (2) left it with unreasonably small capital at the time its guarantee with respect to the Notes was entered into, after giving effect to the incurrence of existing Debt immediately before such time; provided, however, it shall be a presumption in any lawsuit or proceeding in which a Guarantor is a party that the amount guaranteed pursuant to the guarantee with respect to the Notes is the amount described in clause (a) above unless any creditor, or representative of creditors of the Guarantor, or debtor in possession or Trustee in bankruptcy of the Guarantor, otherwise proves in a lawsuit that the aggregate liability of the Guarantor is limited to the amount described in clause (b).

          (b) In making any determination as to the solvency or sufficiency of capital of a Guarantor in accordance with the proviso of Section 10.02(a), the right of each Guarantor to contribution from other Guarantors and any other rights such Guarantor may have, contractual or otherwise, shall be taken into account.

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Section 10.03. Execution and Delivery of Guarantee.

          To evidence its Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that a notation of such Guarantee in substantially the form included in Exhibit E attached hereto shall be endorsed by an Officer of such Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Guarantor by its Chief Executive Officer President or one of its Vice Presidents.

          Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee.

          If an Officer whose signature is on this Indenture or on the Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a Guarantee is endorsed, the Guarantee shall be valid nevertheless.

          The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors.

          The Company hereby agrees that it shall cause each Person that becomes obligated to provide a Guarantee pursuant to Section 4.18 to execute a supplemental indenture in form and substance reasonably satisfactory to the Trustee, pursuant to which such Person provides the guarantee set forth in this Article 10 and otherwise assumes the obligations and accepts the rights of a Guarantor under this Indenture, in each case with the same effect and to the same extent as if such Person had been named herein as a Guarantor. The Company also hereby agrees to cause each such new Guarantor to evidence its guarantee by endorsing a notation of such guarantee on each Note as provided in this Section 10.03.

Section 10.04. Guarantors May Consolidate, etc., on Certain Terms.

          Except as otherwise provided in Section 10.05, no Guarantor may consolidate with or merge with or into (whether or not such Guarantor is the Surviving Person) another Person whether or not affiliated with such Guarantor unless:

     (a) subject to Section 10.05, the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Company) unconditionally assumes all the obligations of such Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under this Indenture, the Guarantee and any Registration Rights Agreements on the terms set forth herein or therein; and

     (b) the Guarantor complies with the requirements of Article 5 hereof.

          In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Guarantees had been issued at the date of the execution hereof.

          Except as set forth in Articles 4 and 5, and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

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Section 10.05. Release.

          A Guarantee as to any Guarantor shall terminate and be of no further force or effect and such Subsidiary Guarantor shall automatically and unconditionally be released and discharged from all of its obligations under this Article 10 if:

          (a) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of the Company, if the sale or other disposition complies with Section 4.12 hereof;

          (b) in connection with any sale of all or any portion of the Capital Stock of a Guarantor to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of the Company, if the sale complies with Section 4.12 hereof;

          (c) if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with Section 4.15 hereof;

          (d) if the Guarantor merges with or into or consolidates with another Person in compliance with Section 5 and such Guarantor is not the Surviving Person; or

          (e) (i) if the Guarantor’s Guarantee and/or obligation as a borrower under each Credit Facility is

released or such release is authorized under a Credit Facility and the administrative agent under such Credit Facility has agreed to release such Guarantee and/or obligation as a borrower subject only to and promptly following the release of such Guarantor’s Guarantee under this Indenture or (ii) the Indebtedness that resulted in the creation of such Guarantee and/or obligation as a borrower is released or discharged.

          Any Guarantor not released from its obligations under its Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

ARTICLE 11.

SATISFACTION AND DISCHARGE

Section 11.01. Satisfaction and Discharge.

          This Indenture shall be discharged and shall cease to be of further effect, except as to surviving rights of registration of transfer or exchange of the Notes, as to all Notes issued hereunder, when:

     (a) either:

     (i) all Notes that have been previously authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has previously been deposited in trust and is thereafter repaid to the Company) have been delivered to the Trustee for cancellation; or

     (ii) 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 or are to be called for redemption within one year, and the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination of cash in U.S. dollars and non-callable U.S. Government Securities, in such amounts as will be sufficient 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

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principal, premium and Additional Interest, if any, and accrued interest to the date of maturity or redemption;

     (b) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any other Guarantor is a party or by which the Company or any other Guarantor is bound;

     (c) the Company has paid or caused to be paid all sums payable by it hereunder; and

     (d) in the event of a deposit as provided in clause a(ii) above, the Company has delivered irrevocable instructions to the Trustee under this 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, the Company 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.

Section 11.02. Deposited Cash and U.S. Government Securities to be Held in Trust; Other Miscellaneous Provisions.

          Subject to Section 11.03, all cash and non-callable U.S. Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 11.02, the “Trustee”) pursuant to Section 11.01 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest but such cash and securities need not be segregated from other funds except to the extent required by law.

          The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed or assessed against the Trustee with respect to money deposited with the Trustee pursuant to Section 11.01 hereof.

Section 11.03. Repayment to Company.

          Any cash or non-callable U.S. Government Securities deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, or interest on, any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and payable shall be paid to the Company on its request or (if then held by the Company) shall be discharged from such trust; and the Holder shall thereafter, as an unsecured creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such cash and securities, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in The New York Times and The Wall Street Journal (national edition), notice that such cash and securities remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such cash and securities then remaining shall be repaid to the Company.

ARTICLE 12.

MISCELLANEOUS

Section 12.01. Trust Indenture Act Controls.

          If any provision of this Indenture limits, qualifies or conflicts with another provision which is required to be included in this Indenture by the TIA, the provision required by the TIA shall control.

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Section 12.02. Notices.

          Any notice or communication by the Company or the Trustee to the other is duly given if in writing and delivered in person or mailed by first class mail (registered or certified, return receipt requested), facsimile transmission or overnight air courier guaranteeing next-day delivery, to the other’s address:

If to the Company:

Capella Healthcare, Inc.
Two Corporate Centre
501 Corporate Center Drive, Suite 200
Franklin, Tennessee 37067
Facsimile: 615-764-3030
Attention: General Counsel

With a copy to:

Waller Lansden Dortch & Davis, LLP
Suite 2700, 511 Union Street
Nashville, TN 37219
Facsimile: 615-244-6804
Attention: J. Chase Cole

If to the Trustee:

U.S. Bank, National Association
CN-TN-PL02
150 4th Avenue North
Nashville, Tennessee 37219
Attention: U.S. Bank Corporate Trust Services
Telecopier No.: (615) 251-0737

          The Company or the Trustee, by notice to the other, may designate additional or different addresses for subsequent notices or communications.

          All notices and communications (other than those sent to the Trustee or Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if sent by facsimile transmission; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next-day delivery. All notices and communications to the Trustee or Holders shall be deemed duly given and effective only upon receipt.

          Any notice or communication to a Holder shall be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next-day delivery to its address shown on the Security Register. Any notice or communication shall also be so mailed to any Person described in TIA § 313(c), to the extent required by the TIA. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

          If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

          If the Company mails a notice or communication to Holders, it shall mail a copy to the Trustee and each Agent at the same time.

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Section 12.03. Communication by Holders of Notes with Other Holders of Notes.

          Holders may communicate pursuant to TIA §312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA §312(c).

Section 12.04. Certificate and Opinion as to Conditions Precedent.

          Upon any request or application by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee:

          (a) an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with; and

          (b) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with.

Section 12.05. Statements Required in Certificate or Opinion.

          Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA §314(a)(4)) shall comply with the provisions of TIA §314(e) and shall include:

     (a) a statement that the Person making such certificate or opinion has read such covenant or condition;

     (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

     (c) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable such Person to express an informed opinion as to whether or not such covenant or condition has been complied with; and

     (d) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with.

With respect to matters of fact, an Opinion of Counsel may rely on an Officers’ Certificate, certificates of public officials or reports or opinions of experts.

Section 12.06. Rules by Trustee and Agents.

          The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

Section 12.07. No Personal Liability of Directors, Officers, Employees and Stockholders.

          No past, present or future director, officer, employee, incorporator or stockholder of the Company or any Guarantor or any direct or indirect parent entity, as such, shall have any liability for any obligations of the Company or of the Guarantors under the Notes, this Indenture, the 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 and release may not be effective to waive or release liabilities under the federal securities laws.

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Section 12.08. Governing Law.

          THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE AND THE NOTES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Section 12.09. No Adverse Interpretation of Other Agreements.

          This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

Section 12.10. Successors.

          All covenants and agreements of the Company in this Indenture and the Notes shall bind its successors. All covenants and agreements of the Trustee in this Indenture shall bind its successors.

Section 12.11. Severability.

          In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 12.12. Counterpart Originals.

          The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

Section 12.13. Table of Contents, Headings, etc.

          The Table of Contents, Cross-Reference Table and Headings in this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

Section 12.14. Qualification of this Indenture.

          The Company shall qualify this Indenture under the TIA in accordance with the terms and conditions of any Registration Rights Agreement and shall pay all reasonable costs and expenses (including attorneys’ fees and expenses for the Company, the Trustee and the Holders) incurred in connection therewith, including, but not limited to, costs and expenses of qualification of this Indenture and the Notes and printing this Indenture and the Notes. The Trustee shall be entitled to receive from the Company any such Officers’ Certificates, Opinions of Counsel or other documentation as it may reasonably request in connection with any such qualification of this Indenture under the TIA.

[Signatures on following page]

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SIGNATURES

Dated as of June 28, 2010

Capella Healthcare, Inc.
By:	/s/ Howard T. Wall III
	Name:	Howard T. Wall III
	Title:	Senior Vice President, General Counsel, and Secretary
CMCH Holdings LLC Cullman County Medical Clinic, Inc. Cullman Hospital Corporation Cullman Surgery Venture Corp. Farmington Clinic Company, LLC Farmington Hospital Corporation Farmington Missouri Hospital Company, LLC Farmington Heart & Vascular Center, LLC Hartselle Physicians, Inc. Jacksonville Medical Professional Services, LLC Jacksonville Surgical and Medical Affiliates, LLC Mineral Area Pharmacy and Durable Medical Equipment, LLC National Healthcare of Decatur Inc. National Healthcare of Hartselle, Inc. National Park Physician Services, LLC NPMC, Home Health, LLC NPMC Holdings, LLC NPMC, LLC National Park Cardiology Services, LLC Oregon Healthcorp, LLC Parkway Medical Clinic, Inc. QHG of Jacksonville, Inc. Russellville Holdings, LLC Sparta Hospital Corporation St. Mary’s Holdings, LLC St. Mary’s Physician Services, LLC St Mary’s Real Property, LLC Willamette Valley Clinics, LLC Willamette Valley Medical Center, LLC Capella Holdings of Oklahoma, LLC Capital Medical Center Holdings, LLC Capital Medical Center Partner, LLC Columbia Medical Group — South Pittsburg, Inc. Columbia Olympia Management, Inc. Grandview Physician Group, LLC Muskogee Holdings, LLC Muskogee Medical and Surgical Associates, LLC Muskogee Physician Group, LLC Muskogee Regional Medical Center, LLC River Park Hospital, Inc. River Park Hospitalists, LLC River Park Physician Group, LLC Sequatchie Valley Urology, LLC

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Southwestern Emergency Department Physician Services, LLC Southwestern Medical Center, LLC Southwestern Neurosurgery Physicians, LLC Southwestern Physician Services, LLC Southwestern Surgical Affiliates LLC Lawton Holdings, LLC SP Acquisition Corp. Western Washington Healthcare, LLC WPC Holdco, LLC, as Guarantors
By:	/s/ Howard T. Wall III
	Name:	Howard T. Wall III
	Title:	Vice President and Secretary

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Trustee:

U.S. Bank National Association
By:	/s/ Wally Jones
	Name:	Wally Jones
	Title:	Vice President

EXHIBIT A

(Face of Note)

[Insert the Global Note Legend, if applicable pursuant to the terms of the Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the terms of the Indenture]

9.25% SENIOR NOTES DUE 2017

	CUSIP
No.	$

CAPELLA HEALTHCARE, INC.

promises to pay to CEDE & CO., INC. or registered assigns, the principal sum of _________________ Dollars ($______________) on July 1, 2017.

Interest Payment Dates: January 1 and July 1, commencing on January 1, 2011.

Record Dates: December 15 and June 15.

Dated: June 28, 2010.

          IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by its duly authorized officer.

Capella Healthcare, Inc.
By:
	Name:
	Title:

This is one of the [Global]
Notes referred to in the
within-mentioned Indenture:

U.S. Bank National Association, as Trustee
By:
	Authorized Signatory

Dated June 28, 2010

(Back of Note)

9.25% SENIOR NOTES DUE 2017

          Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

     1. Interest. CAPELLA HEALTHCARE, INC., a Delaware corporation (the “Company”), promises to pay interest on the principal amount of this Note at 9.25% per annum until maturity and shall pay Additional Interest, if any, as provided in Section 5 of the Registration Rights Agreement. The Company shall pay interest semi-annually on January 1 and July 1 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”). Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from June 28, 2010; provided, however, that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided, further, that the first Interest Payment Date shall be the first of January 1 or July 1 to occur after the date of issuance, unless such January 1 or July 1 occurs within one calendar month of such date of issuance, in which case the first Interest Payment Date shall be the second of January 1 and July 1 to occur after the date of issuance. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time at a rate that is 1% per annum in excess of the interest rate then in effect under the Indenture and this Note; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace periods), from time to time at the same rate to the extent lawful. Interest shall be computed on the basis of a 360-day year of twelve 30-day months.

     2. Method of Payment. The Company shall pay interest on the Notes (except defaulted interest) to the Persons in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the December 15 or June 15 immediately preceding the Interest Payment Date, even if such Notes are cancelled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes shall be payable as to principal, premium, if any, and interest and Additional Interest, if any, at the office or agency of the Paying Agent and Registrar within the City and State of New York, or, at the option of the Company, payment of interest may be made by check mailed to the Holders at their addresses set forth in the Security Register; provided, however, that payment by wire transfer of immediately available funds shall be required with respect to principal of and interest and Additional Interest, if any, and premium, if any, on, all Global Notes and all other Notes for which the Holder thereof owns more that $1.0 million principal amount of the Notes and shall have provided wire transfer instructions to the Company or the Paying Agent. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

     3. Paying Agent and Registrar. Initially, U.S. Bank National Association, the Trustee under the Indenture, shall act as Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity.

     4. Indenture. The Company issued the Notes under an Indenture dated as of June 28, 2010 (the “Indenture”) among the Company, the guarantors party thereto (the “Guarantors”) and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb). The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

     5. Optional Redemption.

          (a) Except as set forth in clauses (b) and (c) of this Paragraph 5, the Notes will not be redeemable at the option of the Company prior to July 1, 2013. Starting on that date, the Company may redeem all

or a portion of the Notes, at once or over time, after giving the required notice under the Indenture at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Interest, if any, on the Notes redeemed, to the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period commencing on July 1 of the years indicated below:

Year	Percentage
2013		106.938	%
2014		104.625	%
2015		102.313	%
2016 and thereafter		100.000	%

          (b) At any time prior to July 1, 2013, the Company may redeem up to 35% of the aggregate principal amount of the Notes (including Additional Notes) issued under this Indenture at a redemption price (expressed as a percentage of principal amount) equal to 109.250% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date with the net cash proceeds of any Equity Offering of common stock of the Company; provided, however, that (i) at least 65% of the aggregate principal amount of the Notes issued under this Indenture remain outstanding immediately after giving effect to such redemption (excluding Notes held by the Company and its Subsidiaries) and (ii) any such redemption shall be made within 120 days of such Equity Offering.

          (c) At any time prior to July 1, 2013, the Company may redeem all or any portion of the Notes, at once or over time, after giving the required notice under the indenture at a redemption price equal to the greater of:

(i)

100% of the principal amount of the Notes to be redeemed, and

(ii)

the sum of the present values of (1) the redemption price of the Notes at July 1, 2013 (as set forth above) and (2) the remaining scheduled payments of interest from the redemption date through July 1, 2013, but excluding accrued and unpaid interest through the redemption date, discounted to the redemption date (assuming a 360 day year consisting of twelve 30 day months), at the Treasury Rate plus 50 basis points,

plus, in either case, accrued and unpaid interest, including Additional Interest, if any, to but excluding the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

          (d) Any prepayment pursuant to this paragraph shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

     6. Mandatory Redemption. Except as set forth in Sections 4.12 and 4.16 of the Indenture, the Company shall not be required to make mandatory redemption or sinking fund payments with respect to, or Offer to Purchase, the Notes.

     7. Repurchase at Option of Holder.

          (a) Upon the occurrence of a Change of Control, each Holder shall have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes (a “Change of Control Offer”) at a purchase price, in cash, equal to 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest and Additional Interest, if any, on the Notes repurchased to the purchase date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest to, but excluding, the Purchase Date).

          (b) If the Company or one of its Restricted Subsidiaries consummates any Asset Sales, any Net Proceeds from Asset Sales that are not applied or invested as provided in Section 4.12 of the Indenture will

constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $20.0 million, the Company will make an offer to all Holders of Notes to purchase the maximum principal amount of Notes and, if the Company is required to do so under the terms of any other Indebtedness that is pari passu with the Notes, such other Indebtedness on a pro rata basis with the Notes, that may be purchased out of the Excess Proceeds (an “Asset Sale Offer”). The offer price in any Asset Sale Offer will be equal to 100% of principal amount plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of the purchase of all properly tendered and not withdrawn Notes pursuant to an Asset Sale Offer, the Company may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

     8. Notice of Redemption. Notice of redemption shall be mailed by first class mail at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are 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 pursuant to Article 8 of the Indenture or a satisfaction and discharge pursuant to Article 11 of the Indenture. Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. On and after the redemption date interest ceases to accrue on Notes or portions thereof called for redemption.

     9. Denominations, Transfer, Exchange. The Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. This Note shall represent the aggregate principal amount of outstanding Notes from time to time endorsed hereon and the aggregate principal amount of Notes represented hereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture in connection with a transfer of Notes. The Company need not exchange or transfer any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company need not exchange or transfer any Notes for a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption, or during the period between a record date (including a Regular Record Date) and the next succeeding Interest Payment Date.

     10. Persons Deemed Owners. The registered Holder of a Note may be treated as its owner for all purposes.

     11. Amendment, Supplement and Waiver. Subject to certain exceptions, the Company, the Guarantors and the Trustee may amend or supplement the Indenture and the Notes with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes, including Additional Notes, if any, then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or Event of Default (except a continuing Default or Event of Default in (i) the payment of principal, premium, if any, or interest on the Notes and (ii) in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment) or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the Notes, including Additional Notes, if any, then outstanding voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes).

          Without the consent of any Holder, the Company, the Guarantors and the Trustee may amend or supplement the Indenture or the Notes to (a) cure any ambiguity, defect or inconsistency, (b) provide for uncertificated Notes in addition to or in place of certificated Notes; (c) provide for the assumption by a Surviving Person of the obligations of the Company under the Indenture as contemplated by Article 5 of the Indenture, (d)

make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Indenture of any such Holder, (e) provide for or confirm the issuance of Additional Notes otherwise permitted to be incurred by the Indenture, (f) comply with any requirement of the Commission in order to effect or maintain the qualification of the Indenture under the TIA, (g) to release a Subsidiary Guarantee, (h) to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee, or (i) to conform the text of the Indenture, the Notes or the Subsidiary Guarantees to any provision in the Offering Memorandum to that extent that such provision in the Offering Memorandum was intended to be a verbatim recitation or a provision of the Indenture, the Notes of the Subsidiary Guarantees.

     12. Defaults and Remedies. Each of the following is an Event of Default under the Indenture: (a) default for 30 days in the payment when due of interest or Additional Interest, if any, on the Notes; (b) default in the payment when due of the principal of, or premium, if any, on, any of the Notes; (c) failure by the Company or any Restricted Subsidiary to comply with Section 5.01 of the Indenture; (d) failure by the Company or any Restricted Subsidiary to comply with any other agreements in the Notes or in this Indenture (other than a failure that is the subject of the foregoing clause (a), (b) or (c), and such failure continues for 60 days after written notice is given to the Company as provided below; (e) a 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 the Company or any Restricted Subsidiary (or the payment of which is guaranteed by the Company or any Restricted Subsidiary) whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default: (i) is caused by a failure to pay principal on such Indebtedness after giving effect to any applicable grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (ii) 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 $20.0 million or more; (f) failure by the Company or any Significant Subsidiary to pay final judgments (other than judgments covered by insurance policies) aggregating in excess of $20.0 million, which judgments are not paid, discharged or stayed for a period of 60 days after such judgment has become final and an enforcement proceeding has been commenced by a creditor upon such judgment or decree which is not promptly stayed; (g) except as permitted by this Indenture, any Subsidiary Guarantee of a Significant Subsidiary shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee; and (h) certain events of bankruptcy or insolvency described in this Indenture with respect to the Company or any Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary.

          If any Event of Default (other than an Event of Default specified in Section 6.01(c) of the Indenture) occurs and is continuing, the Trustee may, and the Trustee upon the request of Holders of 25% in principal amount of the outstanding Notes shall, or the Holders of at least 25% in principal amount of outstanding Notes may, declare the principal of all the Notes, together with all accrued and unpaid interest, premium, if any, to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that such notice is a notice of acceleration (the “Acceleration Notice”), and the same shall become immediately due and payable. In the case of an Event of Default specified in Section 6.01(c) of the Indenture, all outstanding Notes shall become due and payable immediately without any further declaration or other act on the part of the Trustee or the Holders. Holders may not enforce this Indenture or the Notes except as provided in this Indenture. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest or Additional Interest) if it determines that withholding notice is in their 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 Additional Interest, if any, or the principal of the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

     14. Trustee Dealings with Company. Subject to certain limitations, the Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or any Affiliate of the Company with the same rights it would have if it were not Trustee.

     15. No Recourse Against Others. No past, present or future director, officer, employee, incorporator or stockholder of the Company or of any Guarantor, as such, shall have any liability for any obligations of the Company or any Guarantor under the Indenture, the Notes, the Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability.

     16. Authentication. This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

     17. Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

     18. Additional Rights of Holders of Restricted Global Notes and Restricted Definitive Notes. In addition to the rights provided to Holders of Notes under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes that are Initial Notes shall have all the rights set forth in the Registration Rights Agreement, dated as of July 6, 2005, between the Company and the parties named on the signature pages thereto or, in the case of Additional Notes, Holders of Restricted Global Notes and Restricted Definitive Notes shall have the rights set forth in one or more registration rights agreement, if any, among the Company and the other parties thereto, relating to rights given by the Company to the purchasers of any Additional Notes.

     19. CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

          The Company shall furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:

Capella Healthcare, Inc.
Two Corporate Centre
501 Corporate Center Drive, Suite 200
Franklin, Tennessee 37067
Facsimile: 615-764-3030
Attention: General Counsel

     20. Governing Law. The internal law of the State of New York shall govern and be used to construe this Note without giving effect to applicable principals of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby.

Option of Holder to Elect Purchase

If you want to elect to have this Note purchased by the Company pursuant to Section 4.12 or 4.16 of the Indenture, check the box below:

o Section 4.12

o Section 4.16

If you want to elect to have only part of the Note purchased by the Company pursuant to Section 4.12 or Section 4.16 of the Indenture, state the amount you elect to have purchased: $_____________________

Date:	Your Signature:
	(Sign exactly as your name appears on the Note)
	Tax Identification No.:
	SIGNATURE GUARANTEE:
	Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

Assignment Form

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to

(Insert assignee’s social security or other tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint ________________________________________________________________________
as agent to transfer this Note on the books of the Company. The agent may substitute another to act for him.

Date:                     

Your Signature:

(Sign exactly as your name appears on the  face of this Note) 

Signature Guarantee:                           *  

*      Participant in a recognized Signature Guarantee Medallion Program.

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

          The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made:

			Principal Amount
	Amount of		of this Global Note	Signature of
	decrease in	Amount of increase	following such	authorized signatory
	Principal Amount	in Principal Amount	decrease (or	of Trustee or
Date of Exchange	of this Global Note	of this Global Note	increase)	Note Custodian

EXHIBIT B
FORM OF CERTIFICATE OF TRANSFER

Capella Healthcare, Inc.
Two Corporate Centre
501 Corporate Center Drive, Suite 200
Franklin, Tennessee 37067
Attention: General Counsel
Facsimile: 615-764-3030

U.S. Bank National Association
Second Floor
150 4th Avenue North
Nashville, TN 37219
Attention: U.S. Bank Corporate Trust Services
Facsimile: 615-251-0737

Re: 9.25% Senior Notes due 2017

          Reference is hereby made to the Indenture, dated as of June 28, 2010 (the “Indenture”), among Capella Healthcare, Inc., as issuer (the “Company”), the Guarantors party thereto and U.S. Bank National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

          ___________________, (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $___________ in such Note[s] or interests (the “Transfer”), to ___________________________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

          1. o Check if Transferee will take delivery of a beneficial interest in the 144A Global Note or a Definitive Note Pursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the "Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believed and believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Definitive Note and in the Indenture and the Securities Act.

          2. o Check if Transferee will take delivery of a beneficial interest in the Regulation S Global Note or a Definitive Note pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a Person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(a) of Regulation S under the Securities Act, and (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the

B-1

transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note, the Temporary Regulation S Global Note and/or the Definitive Note and in the Indenture and the Securities Act.

          3. o Check and complete if Transferee will take delivery of a beneficial interest in the IAI Global Note or a Definitive Note pursuant to any provision of the Securities Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):

(a) o such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act;

or

(b) o such Transfer is being effected to the Company or a subsidiary thereof;

or

(c) o such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act;

or

(d) o such Transfer is being effected to an Institutional Accredited Investor and pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A, Rule 144 or Rule 904, and the Transferor hereby further certifies that it has not engaged in any general solicitation within the meaning of Regulation D under the Securities Act and the Transfer complies with the transfer restrictions applicable to beneficial interests in a Restricted Global Note or Restricted Definitive Notes and the requirements of the exemption claimed, which certification is supported by (1) a certificate executed by the Transferee in the form of Exhibit D to the Indenture and (2) if such Transfer is in respect of a principal amount of Notes at the time of transfer of less than $250,000, an Opinion of Counsel provided by the Transferor or the Transferee (a copy of which the Transferor has attached to this certification), to the effect that such Transfer is in compliance with the Securities Act. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the IAI Global Note and/or Definitive Notes and in the Indenture and the Securities Act.

               4. o Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive Note.

               (a) o Check if Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

               (b) o Check if Transfer is Pursuant to Regulation S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United

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States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

               (c) o Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

               This certificate and the statements contained herein are made for your benefit and the benefit of the Company.

[Insert Name of Transferor]
By:
	Name:
	Title:
	Dated:

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ANNEX A TO CERTIFICATE OF TRANSFER

1. The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

(a) o a beneficial interest in the:

(i)	o 144A Global Note (CUSIP _________), or
(ii)	o Regulation S Global Note (CUSIP _________), or
(iii)	o IAI Global Note (CUSIP _________); or

(b) o a Restricted Definitive Note.

2. After the Transfer the Transferee will hold:

[CHECK ONE OF (a), (b) OR (c)]

(a) o a beneficial interest in the:

(i)	o 144A Global Note (CUSIP _________), or
(ii)	o Regulation S Global Note (CUSIP _________), or
(iii)	o IAI Global Note (CUSIP _________); or
(iv)	o Unrestricted Global Note (CUSIP _________); or

(b)	o a Restricted Definitive Note; or
(c)	o an Unrestricted Definitive Note,
in accordance with the terms of the Indenture.

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EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

Capella Healthcare, Inc.
Two Corporate Centre
501 Corporate Center Drive, Suite 200
Franklin, Tennessee 37067
Attention: General Counsel
Facsimile: 615-764-3030

U.S. Bank National Association
Second Floor
150 4th Avenue North
Nashville, TN 37219
Attention: U.S. Bank Corporate Trust Services
Facsimile: 615-251-0737

Re: 9.25% Senior Notes due 2017

          Reference is hereby made to the Indenture, dated as of June 28, 2010 (the “Indenture”), among Capella Healthcare, Inc., as issuer (the “Company”), the Guarantors party thereto and U.S. Bank National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

          __________________________, (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $____________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

          1. Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note

          (a) o Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Note and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

          (b) o Check if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Note and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

          (c) o Check if Exchange is from Restricted Definitive Note to beneficial interest in an Unrestricted Global Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

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          (d) o Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

          2. Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes

          (a) o Check if Exchange is from beneficial interest in a Restricted Global Note to Restricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act.

          (b) o Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CIRCLE ONE] 144A Global Note, Regulation S Global Note, IAI Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Definitive Note and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.

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          This certificate and the statements contained herein are made for your benefit and the benefit of the Company.

[Insert Name of Transferor]
By:
	Name:
	Title:
	Dated:

C-3

EXHIBIT D

FORM OF CERTIFICATE FROM
ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Capella Healthcare, Inc.
Two Corporate Centre
501 Corporate Center Drive, Suite 200
Franklin, Tennessee 37067
Attention: General Counsel
Facsimile: 615-764-3030

U.S. Bank National Association
Second Floor
150 4th Avenue North
Nashville, TN 37219
Attention: U.S. Bank Corporate Trust Services
Facsimile: 615-251-0737

Re: 9.25% Senior Notes due 2017

          Reference is hereby made to the Indenture, dated as of June 28, 2010 (the “Indenture”), among Capella Healthcare, Inc., as issuer (the “Company”), the Guarantors party thereto and U.S. Bank National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

          In connection with our proposed purchase of $____________ aggregate principal amount of:

(a)	o a beneficial interest in a Global Note, or
(b)	o a Definitive Note,
	we confirm that:

          1. We understand that any subsequent transfer of the Notes or any interest therein is subject to certain restrictions and conditions set forth in the Indenture and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes or any interest therein except in compliance with, such restrictions and conditions and the United States Securities Act of 1933, as amended (the “Securities Act”).

          2. We understand that the offer and sale of the Notes have not been registered under the Securities Act, and that the Notes and any interest therein may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should sell the Notes or any interest therein, we will do so only (A) to the Company or any subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to a “qualified institutional buyer” (as defined therein), (C) to an institutional “accredited investor” (as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to the Company a signed letter substantially in the form of this letter and, if such transfer is in respect of a principal amount of Notes, at the time of transfer of less than $250,000, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such transfer is in compliance with the Securities Act, (D) outside the United States in accordance with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the provisions of Rule 144(k) under the Securities Act or (F) pursuant to an effective registration statement under the Securities Act, and we further agree to provide to any Person purchasing the Definitive Note or beneficial interest in a Global Note from us in a transaction meeting the requirements of clauses (A) through (E) of this paragraph a notice advising such purchaser that resales thereof are restricted as stated herein.

          3. We understand that, on any proposed resale of the Notes or beneficial interest therein, we will be required to furnish to you and the Company such certifications, legal opinions and other information as you and the Company may reasonably require to confirm that the proposed sale complies with the foregoing restrictions. We further understand that the Notes purchased by us will bear a legend to the foregoing effect.

D-1

          4. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we and any accounts for which we are acting are each able to bear the economic risk of our or its investment. We have had access to such financial and other information and have been afforded the opportunity to ask such questions of representatives of the Company and receive answers thereto, as we deem necessary in connection with our decision to purchase the Notes.

          5. We are acquiring the Notes or beneficial interest therein purchased by us for our own account or for one or more accounts (each of which is an institutional “accredited investor”) as to each of which we exercise sole investment discretion and are not acquiring the Notes with a view to any distribution thereof in a transaction that would violate the Securities Act of the securities laws of any state of the United States or any other applicable jurisdiction.

          You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. This letter shall be governed by, and construed in accordance with, the laws of the State of New York.

	[Insert Name of Accredited Investor]
	By:
		Name:
		Title:
Dated:

D-2

EXHIBIT E

FORM OF NOTATION OF GUARANTEE

          For value received, each Guarantor (which term includes any successor Person under the Indenture), jointly and severally, unconditionally guarantees, to the extent set forth in the Indenture and subject to the provisions in the Indenture, dated as of June 28, 2010 (the "Indenture”), among Capella Healthcare, Inc., as issuer (the “Company”), the Guarantors listed on the signature pages thereto and U.S. Bank National Association, as trustee (the “Trustee”), (a) the due and punctual payment of the principal of, premium, if any, and interest and Additional Interest, if any, on the Notes, whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal and premium, if any, and, to the extent permitted by law, interest and Additional Interest, if any, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in accordance with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article 10 of the Indenture and reference is hereby made to the Indenture for the precise terms of the Guarantee. This Guarantee is subject to release as and to the extent set forth in Sections 8.02, 8.03 and 10.05 of the Indenture. Each Holder of a Note, by accepting the same agrees to and shall be bound by such provisions. Capitalized terms used herein and not defined are used herein as so defined in the Indenture.

CMCH Holdings LLC
Cullman County Medical Clinic, Inc.
Cullman Hospital Corporation
Cullman Surgery Venture Corp.
Farmington Clinic Company, LLC
Farmington Hospital Corporation
Farmington Missouri Hospital Company, LLC
Farmington Heart & Vascular Center, LLC
Hartselle Physicians, Inc.
Jacksonville Medical Professional Services, LLC
Jacksonville Surgical and Medical Affiliates, LLC
Mineral Area Pharmacy and Durable Medical
Equipment, LLC
National Healthcare of Decatur Inc.
National Healthcare of Hartselle, Inc.
National Park Physician Services, LLC
NPMC, Home Health, LLC
NPMC Holdings, LLC
NPMC, LLC
National Park Cardiology Services, LLC
Oregon Healthcorp, LLC
Parkway Medical Clinic, Inc.
QHG of Jacksonville, Inc.
Russellville Holdings, LLC
Sparta Hospital Corporation
St. Mary’s Holdings, LLC
St. Mary’s Physician Services, LLC
St Mary’s Real Property, LLC
Willamette Valley Clinics, LLC
Willamette Valley Medical Center, LLC
 

Capella Holdings of Oklahoma, LLC Capital Medical Center Holdings, LLC Capital Medical Center Partner, LLC Columbia Medical Group – South Pittsburg, Inc. Columbia Olympia Management, Inc. Grandview Physician Group, LLC Muskogee Holdings, LLC Muskogee Medical and Surgical Associates, LLC Muskogee Physician Group, LLC Muskogee Regional Medical Center, LLC River Park Hospital, Inc. River Park Hospitalists, LLC River Park Physician Group, LLC Sequatchie Valley Urology, LLC Southwestern Emergency Department Physician Services, LLC Southwestern Medical Center, LLC Southwestern Neurosurgery Physicians, LLC Southwestern Physician Services, LLC Southwestern Surgical Affiliates LLC Lawton Holdings, LLC SP Acquisition Corp. Western Washington Healthcare, LLC WPC Holdco, LLC,
By:
	Name:
	Title:

4

EX-4.3

EXHIBIT 4.3

FIRST SUPPLEMENTAL INDENTURE

     SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 8, 2010, among Southwestern Radiology Affiliates, LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), an indirect subsidiary of Capella Healthcare, Inc., a Delaware corporation (the “Issuer”), the Issuer and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).

WITNESSETH

     WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of June 28, 2010, providing for the issuance of 9¹/4% Senior Notes due 2017 (the “Notes”);

     WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall irrevocably and unconditionally guarantee all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Subsidiary Guarantee”); and

     WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

     NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

     1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

     2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Subsidiary Guarantee and in this Indenture including but not limited to Article 10 thereof.

     3. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder or agent of the Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Issuer or any Guaranteeing Subsidiary under the Notes, any Subsidiary Guarantee, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the 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. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.

     4. NEW YORK LAW TO GOVERN. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     5. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

     6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

     7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Issuer.

[Signature Page Follows]

     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.

SOUTHWESTERN RADIOLOGY AFFILIATES, LLC
By:	/s/ Denise Wilder Warren
	Name:	Denise Wilder Warren
	Title:	Vice President and Treasurer
CAPELLA HEALTHCARE, INC.
By:	/s/ Denise Wilder Warren
	Name:	Denise Wilder Warren
	Title:	Senior Vice President and Chief Financial Officer
U.S. BANK NATIONAL ASSOCIATION, as Trustee
By:	/s/ Wally Jones
	Name:	Wally Jones
	Title:	Vice President

Signature Page to Supplemental Indenture

EX-4.4

EXHIBIT 4.4

SECOND SUPPLEMENTAL INDENTURE

     This SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 14, 2011, among National Park Family Care, LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), an indirect subsidiary of Capella Healthcare, Inc., a Delaware corporation (the “Issuer”), the Issuer and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).

WITNESSETH

     WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of June 28, 2010, providing for the issuance of 91/4% Senior Notes due 2017 (the “Notes”);

     WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall irrevocably and unconditionally guarantee all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Subsidiary Guarantee”); and

     WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

     NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

     1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

     2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Subsidiary Guarantee and in this Indenture including but not limited to Article 10 thereof.

     3. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder or agent of the Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Issuer or any Guaranteeing Subsidiary under the Notes, any Subsidiary Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the 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. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.

     4. NEW YORK LAW TO GOVERN. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     5. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

     6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

     7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Issuer.

[Signature Page Follows]

     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.

NATIONAL PARK FAMILY CARE, LLC
By:	/s/ Denise Wilder Warren
	Name:	Denise Wilder Warren
	Title:	Vice President and Treasurer
CAPELLA HEALTHCARE, INC.
By:	/s/ Denise Wilder Warren
	Name:	Denise Wilder Warren
	Title:	Senior Vice President and Chief Financial Officer
U.S. BANK NATIONAL ASSOCIATION, as Trustee
By:	/s/ Wally Jones
	Name:	Wally Jones
	Title:	Vice President

Signature Page to Supplemental Indenture

EX-4.5

EXHIBIT 4.5

EXECUTION COPY

REGISTRATION RIGHTS AGREEMENT

by and among

CAPELLA HEALTHCARE, INC.

AND THE GUARANTORS PARTY HERETO

and

Banc of America Securities LLC
as Representative of the Initial Purchasers

Dated as of June 28, 2010

REGISTRATION RIGHTS AGREEMENT

     This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 28, 2010, by and among Capella Healthcare, Inc., a Delaware corporation (the “Company”), the guarantors listed on the signature page hereto (collectively, the “Guarantors”), and Banc of America Securities LLC on behalf of itself and as representative of the several initial purchasers listed on Schedule A to the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”), each of whom has severally agreed to purchase the Company’s 9¹/4% Senior Notes due 2017 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The Initial Notes sold by the Company to the initial Purchasers pursuant to the Purchase Agreement and the related Guarantees are herein collectively referred to as the “Initial Securities.”

     This Agreement is made pursuant to the Purchase Agreement, dated June 21, 2010 (the “Purchase Agreement”), among the Company, the Guarantors and the Initial Purchasers (i) for the benefit of the Initial Purchasers and (ii) for the benefit of the holders from time to time of the Initial Securities, including the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Initial Securities, the Company has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 5(g) of the Purchase Agreement.

     The parties hereby agree as follows:

     SECTION I. Definitions. As used in this Agreement, the following capitalized terms shall have the Following meanings:

     Additional Interest: As defined in Section 5 hereof.

     Advice: As defined in Section 6(c) hereof.

     Agreement: As defined in the preamble hereto.

     Broker-Dealer: Any broker or dealer registered under the Exchange Act.

     Business Day: Means a day of the year on which banks are not required or authorized to close in New York City.

     Closing Date: The date of this Agreement.

     Company: As defined in the preamble hereto.

     Commission: The Securities and Exchange Commission.

     Consummate: A registered Exchange Offer shall be deemed “Consummated” for purposes of this Agreement upon the occurrence of (i) the filing and effectiveness under the Securities Act of the Exchange Offer Registration Statement relating to the Exchange Securities to be issued in the Exchange Offer, (ii) the maintenance of such Registration Statement continuously

effective and the keeping of the Exchange Offer open for a period not less than the minimum period required pursuant to Section 3(b) hereof, and (iii) the delivery by the Company to the Registrar under the Indenture of Exchange Securities in the same aggregate principal amount as the aggregate principal amount of Initial Securities that were tendered by Holders thereof pursuant to the Exchange Offer.

     Effectiveness Target Date: As defined in Section 5 hereof.

     Exchange Act: The Securities Exchange Act of 1934, as amended.

     Exchange Offer: The registration by the Company under the Securities Act of the Exchange Securities pursuant to a Registration Statement pursuant to which the Company offers the Holders of all outstanding Transfer Restricted Securities the opportunity to exchange all such outstanding Transfer Restricted Securities held by such Holders for Exchange Securities in an aggregate principal amount equal to the aggregate principal amount of the Transfer Restricted Securities tendered in such exchange offer by such Holders.

     Exchange Offer Registration Statement: The Registration Statement relating to the Exchange Offer, including the related Prospectus.

     Exchange Securities: The 9¹/4% Senior Notes due 2017, of the same series under the Indenture as the Initial Securities and the Guarantees attached thereto, to be issued to Holders in exchange for Transfer Restricted Securities pursuant to this Agreement.

     Exempt Resales: The transactions in which the Initial Purchasers propose to sell the Initial Securities to certain “qualified institutional buyers,” as such term is defined in Rule 144A under the Securities Act and to certain non-U.S. persons pursuant to Regulation S under the Securities Act.

     FINRA: The Financial Industry Regulatory Authority, Inc.

     Guarantees: As defined in the preamble hereto.

     Guarantors: As defined in the preamble hereto.

     Holders: As defined in Section 2(b) hereof.

     Indemnified Holder: As defined in Section 8(a) hereof.

     Indenture: The Indenture, dated as of June 28, 2010, by and among the Company, the Guarantors and the Trustee, pursuant to which the Securities are to be issued, as such Indenture is amended or supplemented from time to time in accordance with the terms thereof.

     Initial Notes: As defined in the preamble hereto.

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     Initial Placement: The issuance and sale by the Company of the Initial Securities to the Initial Purchasers pursuant to the Purchase Agreement.

     Initial Purchaser: As defined in the preamble hereto.

     Initial Securities: As defined in the preamble hereto.

     Person: An individual, partnership, corporation, limited liability company, trust or unincorporated organization, or a government or agency or political subdivision thereof.

     Prospectus: The prospectus included in a Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus.

     Purchase Agreement: As defined in the preamble hereto.

     Registrar: The office or agency where the Initial Notes may be presented for registration of transfer or for exchange.

     Registration Default: As defined in Section 5 hereof.

     Registration Statement: Any registration statement of the Company relating to (i) an offering of Exchange Securities pursuant to an Exchange Offer or (ii) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, which is filed pursuant to the provisions of this Agreement, in each case, including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein.

     Securities: The Initial Securities and the Exchange Securities.

     Securities Act: The Securities Act of 1933, as amended.

     Shelf Filing Deadline: As defined in Section 4(a) hereof.

     Shelf Registration Statement: As defined in Section 4(a) hereof.

     Transfer Restricted Securities: Each Initial Security, until the earliest to occur of (i) the date on which such Initial Security is exchanged in the Exchange Offer for an Exchange Security entitled to be resold to the public by the Holder thereof without complying with the prospectus delivery requirements of the Securities Act and (ii) the date on which such Initial Security has been effectively registered under the Securities Act and disposed of in accordance with a Shelf Registration Statement.

     Trust Indenture Act: The Trust Indenture Act of 1939, as amended.

     Trustee: U.S. Bank National Association

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     Underwritten Registration or Underwritten Offering: A registration in which securities of the Company are sold to an underwriter for reoffering to the public.

     SECTION 2. Securities Subject to this Agreement.

     (a) Transfer Restricted Securities. The securities entitled to the benefits of this Agreement are the Transfer Restricted Securities.

     (b) Holders of Transfer Restricted Securities. A Person is deemed to be a holder of Transfer Restricted Securities (each, a “Holder”) whenever such Person owns Transfer Restricted Securities.

     SECTION 3. Registered Exchange Offer.

     (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Company and the Guarantors shall (i) cause to be filed with the Commission within one year after the Closing Date (or if such date is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use their reasonable best efforts to cause such Registration Statement to become effective within 90 days after the first anniversary of the Closing Date (or if such 90th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer; provided, however, that neither the Company nor any Guarantor shall be required to (1) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(a), or (2) take any action which would subject it to general service of process or taxation in any such jurisdiction where it is not then so subject, and (iv) as promptly as practicable the effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Exchange Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

     (b) The Company and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 30 days after the date notice of the Exchange Offer is mailed to the Holders. The Company shall cause the Exchange Offer to comply in all material respects with all applicable federal and state securities laws. No securities other than the Ex-

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change Securities shall be included in the Exchange Offer Registration Statement. The Company shall use its reasonable best 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 35 days after the effectiveness of the Exchange Offer Registration Statement (or if such 35th day is not a Business Day, the next succeeding Business Day).

     (c) The Company shall indicate in a “Plan of Distribution” section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Initial Securities held by any such Broker-Dealer except to the extent required by the Commission as a result of a change in policy after the date of this Agreement.

     Each of the Company and the Guarantors shall use its reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Exchange Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms in all material respects with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities.

     The Company shall provide as soon as practicable sufficient copies of the latest version of such Prospectus to Broker-Dealers as are reasonably requested at any time during such 180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales and Broker-Dealers shall not be authorized by the Company to deliver and shall not deliver such Prospectus after such period in connection with resales contemplated by this Section 3.

     SECTION 4. Shelf Registration.

     (a) Shelf Registration. If (i) the Company is not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)

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hereof have been complied with), (ii) for any reason the Exchange Offer is not Consummated within 35 days after the effectiveness of the Exchange Offer Registration Statement (or if such 35th day is not a Business Day, the next succeeding Business Day), (iii) with respect to any Holder (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, or (B) such Holder may not resell the Exchange Securities 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 a Broker-Dealer and holds Initial Securities acquired directly from the Company or one of its affiliates, then, upon such Holder’s request, the Company and the Guarantors shall

     (x) as promptly as practicable, cause to be filed a shelf registration statement pursuant to Rule 415 under the Securities Act, which may be an amendment to the Exchange Offer Registration Statement (in either event, the “Shelf Registration Statement”) on or prior to the earliest to occur of (1) the 30th day after the date on which the Company determines that it is not required to file the Exchange Offer Registration Statement, (2) the 30th day after the date on which the Company receives notice from a Holder as contemplated by clause (iii) above, and (3) the 35th day after the date notice of the Exchange Offer is mailed to Holders if the Exchange Offer is not Consummated (or if such 35th day is not a Business Day, the next succeeding Business Day) (such date being the “Shelf Filing Deadline”), which Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof; and

     (y) use their reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the Commission on or before the 60th day after the Shelf Filing Deadline (or if such 60th day is not a Business Day, the next succeeding Business Day).

     Each of the Company and the Guarantors shall use its reasonable best efforts to keep such Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities by the Holders of Transfer Restricted Securities entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years following the effective date of such Shelf Registration Statement (or shorter period that will terminate when all the Initial Securities covered by such Shelf Registration Statement have been sold pursuant to such Shelf Registration Statement).

     (b) Provision by Holders of Certain Information in Connection with the Shelf Registration Statement. No Holder may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 20 Business Days after receipt of a request therefor, such information as the Company may reasonably request for use in connection with any Shelf Registration

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Statement or Prospectus or preliminary Prospectus included therein. Each Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading. Each such Holder agrees to notify the Company as promptly as practicable of (i) any inaccuracy or change in information previously furnished by such Holder to the Company or (ii) the occurrence of any event, in either case, as a result of which any Prospectus relating to such Shelf Registration Statement contains or would contain an untrue statement of a material fact regarding such Holder or such Holder’s intended method of distribution of the applicable Transfer Restricted Securities or omits to state any material fact regarding such Holder or such Holder’s intended method of distribution of the applicable Transfer Restricted Securities required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading and promptly to furnish to the Company any additional information required to correct and update any previously furnished information or required so that such Prospectus shall not contain, with respect to such Holder or the distribution of the applicable Transfer Restricted Securities an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

     SECTION 5. Additional Interest. If (i) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 35 days after the after the effectiveness of the Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose (each such event referred to in clauses (i) through (iv), a “Registration Default”; provided, however, that in the case of clause (iv), such Registration Default shall be deemed not to have occurred and be continuing if such Registration Default is succeeded promptly by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective within 30 days; and provided, further, that in the case of clause (iv) if such Registration Default occurs for a continuous period in excess of 30 days of such Registration Default, Additional Interest shall be payable in accordance with this Section 5 from the day such Registration Default occurs until such Registration Default is cured), the Company hereby agrees to pay to each Holder affected thereby additional interest (“Additional Interest”) in an amount equal to 0.25% per annum of the aggregate principal amount of the Transfer Restricted Securities outstanding for the period of occurrence of the Registration Default until such time as no Registration Default is in effect, which rate shall increase by 0.25% per annum for each subsequent 90-day period during which such Registration Default continues, but in no event shall such rate exceed 1.00% per annum. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, Additional Interest will cease to accrue from the date of such cure and the interest rate on the relevant Transfer Restricted Securities will revert to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after the date on which such Additional Interest ceases to accrue, a different Registration Default occurs, Additional Interest may again commence ac-

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cruing pursuant to the foregoing provisions. All accrued Additional Interest shall be paid in the same manner as interest is paid under the relevant Transfer Restricted Securities. Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder who is not entitled to the benefits of a Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to a Shelf Registration Statement.

     All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

     SECTION 6. Registration Procedures.

     (a) Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors shall comply with all of the applicable provisions of Section 6(c) hereof, shall use their reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:

     (i) If in the reasonable opinion of counsel to the Company there is a question as to whether the Exchange Offer is permitted by applicable law, each of the Company and the Guarantors hereby agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantors to Consummate an Exchange Offer for such Transfer Restricted Securities. Each of the Company and the Guarantors hereby agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company and the Guarantors hereby agrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission.

     (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder shall furnish, upon the request of the Company, prior to the Consummation thereof, a written representation to the Company (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer, (C) it is acquiring the Exchange Securities in its ordinary course of business and (D) it is not acting on behalf of any Person who could not truthfully make the foregoing representations. In addition, all such Holders shall otherwise cooperate in the Company’s and the Guarantors’ preparations for the Exchange Offer. Each Holder here-

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by acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Securities obtained by such Holder in exchange for Transfer Restricted Securities acquired by such Holder directly from the Company.

     (b) Shelf Registration Statement. In connection with the Shelf Registration Statement, each of the Company and the Guarantors shall comply with all the applicable provisions of Section 6(c) hereof and shall use its reasonable best efforts to effect such registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and pursuant thereto each of the Company and the Guarantors will in accordance with Section 4 hereof prepare and file with the Commission a Registration Statement relating to the registration on any appropriate form under the Securities Act, which form shall be available for the sale of the Transfer Restricted Securities in accordance with the intended method or methods of distribution thereof.

     (c) General Provisions. In connection with any Registration Statement and any Prospectus required by this Agreement to permit the sale or resale of Transfer Restricted Securities (including, without limitation, any Registration Statement and the related Prospectus required to permit resales of Exchange Securities by Broker-Dealers or resales of Initial Securities by Holders entitled to the benefits of Section 4(a)), each of the Company and the Guarantors shall:

     (i) use its reasonable best efforts to keep such Registration Statement continuously effective and provide all requisite financial statements (including, if required by the Securities Act or any regulation thereunder, financial statements of the Guarantors for the period specified in Section 3 or 4 hereof, as applicable); upon the occurrence of any event that would cause any such Registration Statement or the Prospectus contained therein (A) to contain a material misstatement or omission or (B) not to be effective or fail to be usable for resale of Transfer Restricted Securities during the period required by this Agreement, the Company shall file promptly an appropriate amendment to such Registration Statement, in the case of clause (A), correcting any such misstatement or omission, and, in the case of either clause (A) or (B), use its reasonable best efforts to cause such amendment to be declared effective and such Registration Statement and the related Prospectus to become usable for their intended purpose(s) as soon as practicable thereaf-

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ter. Notwithstanding the foregoing, the Company and the Guarantors may allow the Shelf Registration Statement to cease to become effective and usable if (x) the board of directors of the Company determines in good faith that it is in the best interest of the Company not to disclose the existence of or facts surrounding any proposed or material corporate transaction involving the Company or the Guarantors, and the Company notifies the Holders within two Business Days after such board of directors makes such determination or (y) the Prospectus contained in the Shelf Registration Statement contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the two-year period referred to in Section 4(a) hereof during which the Shelf Registration Statement is required to be effective and usable shall be extended by the number of days during which such Shelf Registration Statement ceased to be effective or failed to be usable pursuant to the foregoing provisions and provided further that Additional Interest shall accrue on the relevant Transfer Restricted Securities during the period that the Shelf Registration Statement ceased to be effective or failed to be usable and shall be calculated and paid as provided in Section 5 hereof;

     (ii) prepare and file with the Commission such amendments and post-effective amendments to the applicable Registration Statement as may be necessary to keep the Registration Statement effective for the applicable period set forth in Section 3 or 4 hereof, as applicable, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the applicable provisions of Rules 424 and 430A under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in such Registration Statement or supplement to the Prospectus;

     (iii) advise the underwriter(s), if any, and selling Holders promptly and, if requested by such Persons, to confirm such advice in writing, (A) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to any Registration Statement or any post-effective amendment thereto, when the same has become effective, (B) of any request by the Commission for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto, (C) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Transfer Restricted Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, (D) of the existence of any fact or the happening of any event that makes any statement of a material fact made in the Registration Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the

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Registration Statement or the Prospectus in order to make the statements therein not misleading. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Transfer Restricted Securities under state securities or blue sky laws, each of the Company and the Guarantors shall use its reasonable best efforts to obtain the withdrawal or lifting of such order at the earliest possible time;

     (iv) in the case of a Shelf Registration Statement or if a Prospectus is required to be delivered by a Broker-Dealer in the case of an Exchange Offer, furnish without charge to each of the Initial Purchasers, each selling Holder named in any Registration Statement, and each of the underwriter(s), if any, before filing with the Commission, copies of any Registration Statement or any Prospectus included therein or any amendments or supplements to any such Registration Statement or Prospectus (including all documents incorporated by reference after the initial filing of such Registration Statement), which documents will be subject to the review and comment of such Holders and underwriter(s) in connection with such sale, if any, for a period of at least five Business Days, and the Company will not file any such Registration Statement or Prospectus or any amendment or supplement to any such Registration Statement or Prospectus (including all such documents incorporated by reference) to which an Initial Purchaser of Transfer Restricted Securities covered by such Registration Statement or the underwriter(s), if any, shall reasonably object in writing within five Business Days after the receipt thereof (such objection to be deemed timely made upon confirmation of telecopy transmission within such period). The objection of an Initial Purchaser or underwriter, if any, shall be deemed to be reasonable if such Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains an untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or fails to comply with the applicable provisions of the Securities Act. Notwithstanding the foregoing, the Company shall not be required to take any actions under this clause (iv) that are not, in the opinion of counsel for the Company reasonably satisfactory to the Initial Purchasers, in compliance with applicable law as evidenced by a written opinion delivered to the Initial Purchasers;

     (v) promptly prior to the filing of any document that is to be incorporated by reference into a Registration Statement or Prospectus, provide copies of such document to the Initial Purchasers, each selling Holder named in any Registration Statement, and to the underwriter(s), if any, make the Company’s and the Guarantors’ representatives available for discussion of such document and other customary due diligence matters, and include such information in such document prior to the filing thereof as such selling Holders or underwriter(s), if any, reasonably may request;

     (vi) in the case of a Shelf Registration Statement or if a Prospectus is required to be delivered by a Broker-Dealer in the case of an Exchange Offer, make availa-

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ble at reasonable times for inspection by the Initial Purchasers, the managing underwriter(s), if any, participating in any disposition pursuant to such Registration Statement and any attorney or accountant retained by such Initial Purchasers or any of the underwriter(s), all financial and other records, pertinent corporate documents and properties of each of the Company and the Guarantors as reasonably requested and cause the Company’s and the Guarantors’ officers, directors and employees to supply all information reasonably requested by any such Holder, underwriter, attorney or accountant in connection with such Registration Statement or any post-effective amendment thereto subsequent to the filing thereof and prior to its effectiveness and to participate in meetings with investors to the extent requested by the managing underwriter(s), if any;

     (vii) if requested by any selling Holders or the underwriter(s), if any, promptly incorporate in any Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such selling Holders and underwriter(s), if any, may reasonably request to have included therein, including, without limitation, information relating to the “Plan of Distribution” of the Transfer Restricted Securities, information with respect to the principal amount of Transfer Restricted Securities being sold to such underwriter(s), the purchase price being paid therefor and any other terms of the offering of the Transfer Restricted Securities to be sold in such offering; and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after the Company is notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment; provided, however, that the Company shall not be required to take any action pursuant to this Section 6(c)(vii) that would, in the opinion of counsel for the Company reasonably satisfactory to the Initial Purchasers, violate applicable law as evidenced by a written opinion of counsel delivered to the Initial Purchasers;

     (viii) in the case of a Shelf Registration Statement, use their reasonable best efforts to cause the Transfer Restricted Securities covered by the Registration Statement to be rated with the appropriate rating agencies, if so requested by the Holders of a majority in aggregate principal amount of Securities covered thereby or the underwriter(s), if any;

     (ix) in the case of a Shelf Registration Statement, furnish to each Initial Purchaser, each selling Holder and each of the underwriter(s), if any, without charge, at least one copy of the Registration Statement, as first filed with the Commission, and of each amendment thereto, including financial statements and schedules, all documents incorporated by reference therein and all exhibits (including exhibits incorporated therein by reference);

     (x) deliver to (A) in the case of an Exchange Offer, each Broker-Dealer who submits a written request to the Company and (B) in the case of a Shelf Registration Statement, each selling Holder and each of the underwriter(s), if any, without charge, as many copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Persons reasonably may request; each of the Compa-

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ny and the Guarantors hereby consents to the use of the Prospectus and any amendment or supplement thereto by each of the selling Holders and each of the underwriter(s), if any, in connection with the offering and the sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or supplement thereto;

     (xi) in the case of a Shelf Registration Statement, enter into such agreements (including an underwriting agreement), and make such representations and warranties, and take all such other actions in connection therewith in order to expedite or facilitate the disposition of the Transfer Restricted Securities pursuant to any Shelf Registration Statement contemplated by this Agreement, all to such extent as may be reasonably requested by any Initial Purchaser or by any Holder or underwriter in connection with any sale or resale pursuant to any Shelf Registration Statement contemplated by this Agreement; and whether or not an underwriting agreement is entered into and whether or not the registration is an Underwritten Registration, each of the Company and the Guarantors shall:

     (A) furnish to each Initial Purchaser, each selling Holder and each underwriter, if any, in such substance and scope as they may request and as are customarily made by issuers to underwriters in primary underwritten offerings, upon the date of the Consummation of the Exchange Offer or, if applicable, the effectiveness of the Shelf Registration Statement:

     (1) a certificate, dated the date of Consummation of the Exchange Offer or the date of effectiveness of the Shelf Registration Statement, as the case may be, signed by (y) the President or any Vice President and (z) a principal financial or accounting officer of each of the Company and the Guarantors, confirming, as of the date thereof, the matters set forth in paragraphs (i), (ii) and (iii) of Section 5(f) of the Purchase Agreement and such other matters as such parties may reasonably request;

     (2) an opinion, dated the date of Consummation of the Exchange Offer or the date of effectiveness of the Shelf Registration Statement, as the case may be, of counsel for the Company and the Guarantors, covering the matters set forth in Section 5(c) of the Purchase Agreement and such other matter as such parties may reasonably request, and in any event including a statement to the effect that such counsel has participated in conferences with officers and other representatives of the Company and the Guarantors, representatives of the independent public accountants for the Company and the Guarantors, representatives of the underwriter(s), if any, and counsel to the underwriter(s), if any, in connection with the preparation of such Registration Statement and the related Prospectus and have considered the matters required to be stated therein and the statements contained therein, although such counsel has not independently verified the accuracy, completeness or fairness of such statements; and that such counsel advises that, on the basis of the foregoing, no facts came to such

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counsel’s attention that caused such counsel to believe that the applicable Registration Statement, at the time such Registration Statement or any post-effective amendment thereto became effective, and, in the case of the Exchange Offer Registration Statement, as of the date of Consummation, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus contained in such Registration Statement as of its date and, in the case of the opinion dated the date of Consummation of the Exchange Offer, as of the date of Consummation, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Without limiting the foregoing, such counsel may state further that such counsel assumes no responsibility for, and has not independently verified, the accuracy, completeness or fairness of the financial statements, notes and schedules and other financial and accounting data included in any Registration Statement contemplated by this Agreement or the related Prospectus; and

     (3) a customary comfort letter, dated the date of effectiveness of the Shelf Registration Statement, from the Company’s independent accountants, in the customary form and covering matters of the type customarily requested to be covered in comfort letters by underwriters in connection with primary underwritten offerings, and covering or affirming the matters set forth in the comfort letters delivered pursuant to Section 5(a) of the Purchase Agreement, without exception;

     (B) set forth in full or incorporate by reference in the underwriting agreement, if any, the indemnification provisions and procedures of Section 8 hereof with respect to all parties to be indemnified pursuant to said Section; and

     (C) deliver such other documents and certificates as may be reasonably requested by such parties to evidence compliance with Section 6(c)(xi)(A) hereof and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company or any of the Guarantors pursuant to this Section 6(c)(xi), if any.

     If at any time the representations and warranties of the Company and the Guarantors contemplated in Section 6(c)(xi)(A)(1) hereof cease to be true and correct, the Company or the Guarantors shall so advise the Initial Purchasers and the underwriter(s), if any, and each selling Holder promptly and, if requested by such Persons, shall confirm such advice in writing;

     (xii) in the case of a Shelf Registration Statement, prior to any public offering of Transfer Restricted Securities, cooperate with the selling Holders, the underwriter(s), if any, and their respective counsel in connection with the registration and qualification of

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the Transfer Restricted Securities under the state securities or blue sky laws of such jurisdictions as the selling Holders or underwriter(s), if any, may reasonably request and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the Shelf Registration Statement; provided, however, that neither the Company nor the Guarantors shall be required to register or qualify as a foreign corporation where it is not then so qualified or to take any action that would subject it to the service of process in suits or to taxation, other than as to matters and transactions relating to the Registration Statement, in any jurisdiction where it is not then so subject;

     (xiii) shall issue, upon the request of any Holder of Initial Securities covered by the Shelf Registration Statement, Exchange Securities having an aggregate principal amount equal to the aggregate principal amount of Initial Securities surrendered to the Company by such Holder in exchange therefor or being sold by such Holder; such Exchange Securities to be registered in the name of such Holder or in the name of the purchaser(s) of such Securities, as the case may be; in return, the Initial Securities held by such Holder shall be surrendered to the Company for cancellation;

     (xiv) in the case of a Shelf Registration Statement, cooperate with the selling Holders and the underwriter(s), if any, to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Securities to be sold and not bearing any restrictive legends; and enable such Transfer Restricted Securities to be in such denominations and registered in such names as the Holders or the underwriter(s), if any, may request at least two Business Days prior to any sale of Transfer Restricted Securities made by such Holders or underwriter(s);

     (xv) use its reasonable best efforts to cause the Transfer Restricted Securities covered by the Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriter(s), if any, to consummate the disposition of such Transfer Restricted Securities, subject to the proviso contained in Section 6(c)(xii) hereof;

     (xvi) if any fact or event contemplated by Section 6(c)(iii)(D) hereof shall exist or have occurred, prepare a supplement or post-effective amendment to the Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Transfer Restricted Securities, the Prospectus will not contain at the time of delivery an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading;

     (xvii) provide a CUSIP number for all Securities not later than the effective date of the Registration Statement covering such Securities and provide the Trustee under the Indenture with printed certificates for such Securities which are in a form eligible for de-

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posit with the Depository Trust Company and take all other action necessary to ensure that all such Securities are eligible for deposit with the Depository Trust Company;

     (xviii) cooperate and assist in any filings required to be made with the FINRA and in the performance of any due diligence investigation by any underwriter (including any “qualified independent underwriter”) that is required to be retained in accordance with the rules and regulations of the FINRA;

     (xix) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission, and make generally available to its security holders, as soon as practicable, a consolidated earnings statement meeting the requirements of Rule 158 of the Securities Act (which need not be audited) for the twelve-month period (A) commencing at the end of any fiscal quarter in which Transfer Restricted Securities are sold to underwriters in a firm commitment or best efforts Underwritten Offering or (B) if not sold to underwriters in such an offering, beginning with the first month of the Company’s first fiscal quarter commencing after the effective date of the Registration Statement;

     (xx) cause the Indenture to be qualified under the Trust Indenture Act not later than the effective date of the first Registration Statement required by this Agreement, and, in connection therewith, cooperate with the Trustee and the Holders of Securities to effect such changes to the Indenture as may be required for such Indenture to be so qualified in accordance with the terms of the Trust Indenture Act; and to execute and use its reasonable best efforts to cause the Trustee to execute, all documents that may be required to effect such changes and all other forms and documents required to be filed with the Commission to enable such Indenture to be so qualified in a timely manner; and

     (xxi) cause all Securities covered by the Registration Statement to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company are then listed if requested by the Holders of a majority in aggregate principal amount of Initial Securities or the managing underwriter(s), if any.

     Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of any notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof, such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof, or until it is advised in writing (the “Advice”) by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus. If so directed by the Company, each Holder will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by the number of days during the period

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from and including the date of the giving of such notice pursuant to Section 6(c)(iii)(D) hereof to and including the date when each selling Holder covered by such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof or shall have received the Advice; provided, however, that no such extension shall be taken into account in determining whether Additional Interest is due pursuant to Section 5 hereof or the amount of such Additional Interest, it being agreed that the Company’s option to suspend use of a Registration Statement pursuant to this paragraph shall be treated as a Registration Default for purposes of Section 5 hereof.

     SECTION 7. Registration Expenses.

     (a) All expenses incident to the Company’s and the Guarantors’ performance of or compliance with this Agreement will be borne by the Company and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company, the Guarantors and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vi) all fees and disbursements of independent certified public accountants of the Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance).

     Each of the Company and the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Company or the Guarantors.

     (b) In connection with any Registration Statement required by this Agreement (including, without limitation, the Exchange Offer Registration Statement and the Shelf Registration Statement), the Company and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Weil, Gotshal & Manges LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

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     SECTION 8. Indemnification.

     (a) The Company and the Guarantors, jointly and severally, agree to indemnify and hold harmless (i) each Holder and (ii) each Person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) any Holder (any of the Persons referred to in this clause (ii) being hereinafter referred to as a “controlling person”) and (iii) the respective officers, directors, partners, employees, representatives and agents of any Holder or any controlling person (any Person referred to in clause (i), (ii) or (iii) may hereinafter be referred to as an “Indemnified Holder”), to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, judgments, actions and expenses (including, without limitation, and as incurred, reimbursement of all reasonable costs of investigating, preparing, pursuing, settling, compromising, paying or defending any claim or action, or any investigation or proceeding by any governmental agency or body, commenced or threatened, including the reasonable fees and expenses of counsel to any Indemnified Holder), joint or several, directly or indirectly caused by, related to, based upon, arising out of or in connection with (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or any amendment thereto), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (or any amendments or supplements thereto), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except insofar as such losses, claims, damages, liabilities or expenses are caused by an untrue statement or omission or alleged untrue statement or omission that is made in reliance upon and in conformity with information relating to any of the Holders furnished in writing to the Company by any of the Holders expressly for use therein. This indemnity agreement shall be in addition to any liability which the Company or any of the Guarantors may otherwise have.

     In case any action or proceeding (including any governmental or regulatory investigation or proceeding) shall be brought or asserted against any of the Indemnified Holders with respect to which indemnity may be sought against the Company or the Guarantors, such Indemnified Holder (or the Indemnified Holder controlled by such controlling person) shall promptly notify the Company and the Guarantors in writing; provided, however, that the failure to give such notice shall not relieve any of the Company or the Guarantors of its obligations pursuant to this Agreement to the extent is it not prejudiced (through the forfeiture of substantive rights and defenses) as a result of such failure. Such Indemnified Holder shall have the right to employ its own counsel in any such action and the fees and expenses of such counsel shall be paid, as incurred, by the Company and the Guarantors (regardless of whether it is ultimately determined that an Indemnified Holder is not entitled to indemnification hereunder). The Company and the Guarantors shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for such Indemnified Holders, which firm shall be designated by the Holders. The Company and the Guarantors shall

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be liable for any settlement of any such action or proceeding effected with the Company’s and the Guarantors’ prior written consent, which consent shall not be withheld unreasonably, and each of the Company and the Guarantors agrees to indemnify and hold harmless any Indemnified Holder from and against any loss, claim, damage, liability or expense by reason of any settlement of any action effected with the written consent of the Company and the Guarantors. The Company and the Guarantors shall not, without the prior written consent of each Indemnified Holder, settle or compromise or consent to the entry of judgment in or otherwise seek to terminate any pending or threatened action, claim, litigation or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not any Indemnified Holder is a party thereto), unless such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Holder from all liability arising out of such action, claim, litigation or proceeding.

     (b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company, the Guarantors and their respective directors and officers of the Company and the Guarantors who sign a Registration Statement, and any Person controlling (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company or any of the Guarantors, and the respective officers, directors, partners, employees, representatives and agents of each such Person, to the same extent as the foregoing indemnity from the Company and the Guarantors to each of the Indemnified Holders, but only with respect to claims and actions based on information relating to such Holder furnished in writing by such Holder expressly for use in any Registration Statement. In case any action or proceeding shall be brought against the Company, the Guarantors or their respective directors or officers or any such controlling person in respect of which indemnity may be sought against a Holder, such Holder shall have the rights and duties given the Company and the Guarantors, and the Company, the Guarantors, their respective directors and officers and such controlling person shall have the rights and duties given to each Holder by the preceding paragraph.

     (c) If the indemnification provided for in this Section 8 is unavailable to an indemnified party under Section 8(a) or (b) hereof (other than by reason of exceptions provided in those Sections) in respect of any losses, claims, damages, liabilities, judgments, actions or expenses referred to therein, then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantors, on the one hand, and the Holders, on the other hand, from the Initial Placement (which in the case of the Company and the Guarantors shall be deemed to be equal to the total gross proceeds to the Company and the Guarantors from the Initial Placement), the amount of Additional Interest which did not become payable as a result of the filing of the Registration Statement resulting in such losses, claims, damages, liabilities, judgments actions or expenses, and such Registration Statement, or if such allocation is not permitted by applicable law, the relative fault of the Company and the Guarantors, on the one hand, and the Holders, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of the

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Indemnified Holder on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or any of the Guarantors, on the one hand, or the Indemnified Holders, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in the second paragraph of Section 8(a) hereof, any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim.

     The Company, the Guarantors and each Holder agree that it would not be just and equitable if contribution pursuant to this Section 8(c) were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or expenses referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8, none of the Holders (and its related Indemnified Holders) shall be required to contribute, in the aggregate, any amount in excess of the amount by which the total discount received by such Holder with respect to the Initial Securities exceeds the amount of any damages which such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(c) are several in proportion to the respective principal amount of Initial Securities held by each of the Holders hereunder and not joint.

     SECTION 9. Rule 144A. Each of the Company and the Guarantors hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding, to make available to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A under the Securities Act.

     SECTION 10. Participation in Underwritten Registrations. No Holder may participate in any Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder’s Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such underwriting arrangements.

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     SECTION 11. Selection of Underwriters. The Holders of Transfer Restricted Securities covered by the Shelf Registration Statement who desire to do so may sell such Transfer Restricted Securities in an Underwritten Offering; provided that such Holders shall be responsible for underwriting commissions and discounts associated with any such sales. In any such Underwritten Offering, the investment banker(s) and managing underwriter(s) that will administer such offering will be selected by the Holders of a majority in aggregate principal amount of the Transfer Restricted Securities included in such offering; provided, however, that such investment banker(s) and managing underwriter(s) must be reasonably satisfactory to the Company.

     SECTION 12. Miscellaneous.

     (a) Remedies. Each of the Company and the Guarantors hereby agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agree to waive the defense in any action for specific performance that a remedy at law would be adequate.

     (b) No Inconsistent Agreements. Each of the Company and the Guarantors will not on or after the date of this Agreement enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. Except as disclosed in the Pricing Disclosure Package and the Final Offering Memorandum (each as defined in the Purchase Agreement), neither the Company nor any of the Guarantors has previously entered into any agreement granting any registration rights with respect to its securities to any Person. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company’s or any of the Guarantors’ securities under any agreement in effect on the date hereof.

     (c) Adjustments Affecting the Securities. The Company will not take any action, or permit any change to occur, with respect to the Securities that would materially and adversely affect the ability of the Holders to Consummate any Exchange Offer.

     (d) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given unless the Company has (i) in the case of Section 5 hereof and this Section 12(d)(i), obtained the written consent of Holders of all outstanding Transfer Restricted Securities and (ii) in the case of all other provisions hereof, obtained the written consent of Holders of a majority of the outstanding principal amount of Transfer Restricted Securities (excluding any Transfer Restricted Securities held by the Company or its Affiliates). Notwithstanding the foregoing, a waiver or consent to departure from the provisions hereof that relates exclusively to the rights of Holders whose securities are being tendered pursuant to the Exchange Offer and that does not affect directly or indirectly the rights of other Holders whose securities are not being tendered pursuant to such Exchange Offer may be given by the Holders of a majority of the outstanding principal amount of Transfer Restricted Securities being tendered or registered; provided, however, that, with respect to any matter that directly or indirectly affects the rights of any Initial Purchaser hereunder, the Company shall obtain the written consent of each

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such Initial Purchaser with respect to which such amendment, qualification, supplement, waiver, consent or departure is to be effective.

     (e) Notices. All notices and other communications provided for or permitted here under shall be made in writing by hand-delivery, first-class mail (registered or certified, return receipt requested), telex, telecopier, or air courier guaranteeing overnight delivery:

     (i) if to a Holder, at the address set forth on the records of the Registrar under the Indenture, with a copy to the Registrar under the Indenture; and

     (ii) if to the Company:

Capella Healthcare, Inc.
Two Corporate Centre
501 Corporate Center Drive, Suite 200
Franklin, Tennessee 37067
Facsimile: 615-764-3030
Attention: General Counsel

with a copy to:

Waller Lansden Dortch & Davis, LLP
Suite 2700, 511 Union Street
Nashville, TN 37219
Facsimile: 615-244-6804
Attention: J. Chase Cole

     All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and on the next Business Day, if timely delivered to an air courier guaranteeing overnight delivery.

     Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee at the address specified in the Indenture.

     (f) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including, without limitation, and without the need for an express assignment, subsequent Holders of Transfer Restricted Securities; provided, however, that this Agreement shall not inure to the benefit of or be binding upon a successor or assign of a Holder unless and to the extent such successor or assign acquired Transfer Restricted Securities from such Holder.

     (g) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be

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deemed to be an original and all of which taken together shall constitute one and the same agreement.

     (h) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

     (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW RULES THEREOF.

     (j) Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

     (k) Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted by the Company with respect to the Transfer Restricted Securities. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

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          IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

Capella Healthcare, Inc.
By:	/s/ Howard T. Wall III
	Howard T. Wall III
	Senior Vice President, General Counsel and Secretary
CMCH Holdings LLC Cullman County Medical Clinic, Inc. Cullman Hospital Corporation Cullman Surgery Venture Corp. Farmington Clinic Company, LLC Farmington Hospital Corporation Farmington Missouri Hospital Company, LLC Farmington Heart & Vascular Center, LLC Hartselle Physicians, Inc. Jacksonville Medical Professional Services, LLC Jacksonville Surgical and Medical Affiliates, LLC Mineral Area Pharmacy and Durable Medical Equipment, LLC National Healthcare of Decatur Inc. National Healthcare of Hartselle, Inc. National Park Physician Services, LLC NPMC, Home Health, LLC NPMC Holdings, LLC NPMC, LLC National Park Cardiology Services, LLC Oregon Healthcorp, LLC Parkway Medical Clinic, Inc. QHG of Jacksonville, Inc. Russellville Holdings, LLC Sparta Hospital Corporation St. Mary’s Holdings, LLC St. Mary’s Physician Services, LLC St. Mary’s Real Property, LLC Willamette Valley Clinics, LLC Willamette Valley Medical Center, LLC Capella Holdings of Oklahoma, LLC Capital Medical Center Holdings, LLC Capital Medical Center Partner, LLC

[Signature Page to Registration Rights Agreement]

Columbia Medical Group — South Pittsburg, Inc. Columbia Olympia Management, Inc. Grandview Physician Group, LLC Muskogee Holdings, LLC Muskogee Medical and Surgical Associates, LLC Muskogee Physician Group, LLC Muskogee Regional Medical Center, LLC River Park Hospital, Inc. River Park Hospitalists, LLC River Park Physician Group, LLC Sequatchie Valley Urology, LLC Southwestern Emergency Department Physician Services, LLC Southwestern Medical Center, LLC Southwestern Neurosurgery Physicians, LLC Southwestern Physician Services, LLC Southwestern Surgical Affiliates LLC Lawton Holdings, LLC SP Acquisition Corp. Western Washington Healthcare, LLC WPC Holdco, LLC, as Guarantors
By:	/s/ Howard T. Wall III
	Howard T. Wall III
	Vice President and Secretary

[Signature Page to Registration Rights Agreement]

          The foregoing Agreement is hereby confirmed and accepted as of the date first above written:

Banc Of America Securities LLC      Acting on behalf of itself      and as a Representative of      the several Initial Purchasers
By:	/s/ Sarang Gadkari
	Sarang Gadkari
	Managing Director

[Signature Page to Registration Rights Agreement]

EX-10.1

EXHIBIT 10.1

STOCK PURCHASE AGREEMENT

          THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of May 4, 2005, by and among Capella Holdings, Inc., a Delaware corporation (the “Company”), GTCR Fund VIII, L.P., a Delaware limited partnership (“Fund VIII”), GTCR Fund VIII/B, L.P., a Delaware limited partnership (“Fund VII/B”), GTCR Co-Invest II, L.P., a Delaware limited partnership (“GTCR Co-Invest”), and any investment fund managed by GTCR Golder Rauner L.L.C., a Delaware limited liability company, or GTCR Golder Rauner II, L.L.C., a Delaware limited liability company (“GTCR”) or any of its Affiliates, that at any time executes a counterpart of this Agreement or otherwise agrees to be bound by this Agreement shall be referred to herein as a “Purchaser” and, collectively as the “Purchasers.” Except as otherwise indicated herein, capitalized terms used herein are defined in Section 6 hereof.

          The parties hereto agree as follows:

          Section 1. Authorization and Closing.

          1A. Authorization of the Preferred Stock and Common Stock. The Company shall authorize the issuance and sale to the Purchasers pursuant to this Agreement of up to 196,000.000 shares of its Cumulative Redeemable Preferred Stock, par value $0.01 per share, (the “Preferred Stock”), and up to 50,000,000 shares of its Common Stock, par value $0.01 per share (the “Common Stock”), each having the rights and preferences set forth in the Certificate of Incorporation.

          1B. Purchase and Sale of the Preferred Stock and Common Stock.

          (a) Initial Closing. At the Initial Closing (as defined below), the Company shall sell to the Purchasers and, subject to the terms and conditions set forth herein, the Purchasers shall purchase from the Company, an aggregate of 25,000,000 shares of Common Stock at a price of $0.08 per share. Each Purchaser shall purchase the percentage of such Common Stock set forth next to such Purchaser’s name on the Schedule of Purchasers attached hereto by payment of the aggregate purchase price thereof by wire transfer of immediately available funds to such account as is designated by the Company. The initial closing of the purchase and sale of the Common Stock (the “Initial Closing”) shall take place at the offices of Kirkland & Ellis LLP, 200 East Randolph Drive, Chicago, Illinois 60601 at 10:00 a.m. on the date hereof.

          (b) The Company has been incorporated for the purpose of acquiring and operating acute-care hospitals. In addition to the $2,000,000.00 invested by the Purchasers in the aggregate on the Initial Closing Date pursuant to Section 1B(a) above, the Purchasers intend to provide up to $198,000,000.00 in equity financing to the Company as the equity portion of the debt and equity financing necessary to fund such business(es), in each case as approved by the Board of Directors of the Company (the “Board”) and the Purchasers (an “Approved Use”); provided, that no more than $2,500,000 of equity financing shall be available to fund start-up costs of the Company prior to its first acquisition without the consent of the Purchasers in their

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sole discretion. The Purchasers’ obligation to purchase any Preferred Stock and Common Stock pursuant to this Section 1B will be conditioned on the Company’s not being in default under any of its material agreements, adequate debt financing being available to fund any proposed acquisition or other Approved Use on terms satisfactory to the Purchasers, and the Company’s operations and the acquisition or other Approved Use being satisfactory to the Purchasers. In order to implement the foregoing, the Purchasers may purchase from time to time after the Initial Closing, upon the written request of the Board in connection with an Approved Use, first, up to an aggregate of 25,000,000 shares of Common Stock at a price of $0.08 per share and, thereafter, up to an aggregate of 196,000.000 shares of Preferred Stock at a price of $1,000.00 per share (as adjusted from time to time as a result of stock dividends, stock splits, recapitalizations and similar events) (each such purchase, a “Subsequent Closing”). Each Subsequent Closing shall take place at the offices of Kirkland & Ellis LLP, 200 East Randolph Drive, Chicago, Illinois 60601 at 10:00 a.m. on such date as may be mutually agreeable to the Company and the Purchasers. At the time of any Subsequent Closing, the Purchasers shall be entitled to receive, and the Company shall be obligated to deliver, satisfactory representations and warranties and all other information and documentation as the Purchasers may reasonably request.

          Section 2 Conditions of the Purchasers’ Obligation at the Initial Closing and each Subsequent Closing. The obligation of each Purchaser to purchase and pay for the Investor Securities to be purchased by it at the Initial Closing is subject to the satisfaction as of the Initial Closing of the following conditions (other than Section 2M) and the obligation of each Purchaser to purchase and pay for the Common Stock and the Preferred Stock to be purchased by it at each Subsequent Closing is subject to the satisfaction as of such Subsequent Closing of the conditions set forth in Section 2M:

          2A. Representations and Warranties; Covenants. The representations and warranties contained in Section 5 hereof shall be true and correct at and as of the Initial Closing as though then made, except to the extent of changes caused by the transactions expressly contemplated herein, and the Company shall have performed in all material respects all of the covenants required to be performed by it hereunder prior to the Initial Closing.

          2B. Certificate of Incorporation. The Company’s Certificate of Incorporation (the “Certificate of Incorporation”) shall include the provisions set forth in Exhibit A attached hereto, shall be in full force and effect under the laws of Delaware as of the Initial Closing and shall not have been amended or modified.

          2C. Senior Management Agreements. The Company and one or more of its Subsidiaries shall have entered into Senior Management Agreements with each of Daniel S. Slipkovich, James Thomas Anderson, Samuel H. Moody and David Andrew Slusser (collectively, the “Executives”) in the forms attached as Exhibit B hereto (collectively, the “Senior Management Agreements”). The Senior Management Agreements shall not have been amended or modified and shall be in full force and effect as of the Initial Closing, and each of the Executives shall have purchased the capital stock of the Company proposed to be purchased by him at the Initial Closing thereunder.

          2D. Stockholders Agreement. The Company, the Purchasers and the Executives shall have entered into a stockholders agreement in form and substance substantially

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similar to Exhibit C attached hereto (the “Stockholders Agreement”), and the Stockholders Agreement shall be in full force and effect as of the Initial Closing.

          2E. Registration Agreement. The Company, the Purchasers and the Executives shall have entered into a registration agreement in form and substance substantially similar to Exhibit D attached hereto (the “Registration Agreement”), and the Registration Agreement shall be in full force and effect as of the Initial Closing.

          2F. Professional Services Agreement. The Company and GTCR shall have entered into a professional services agreement in form and substance substantially similar to Exhibit E attached hereto (the “Professional Services Agreement”), and the Professional Services Agreement shall be in full force and effect as of the Initial Closing.

          2G. Subsidiary Charter. Capella Healthcare, Inc., a Delaware corporation (“CH Subsidiary”), shall have duly adopted, executed and filed with the Secretary of State of Delaware a certificate of incorporation in form and substance substantially similar to Exhibit F attached hereto (the “Subsidiary Charter”), and the Subsidiary Charter shall continue to be in full force and effect as of the Initial Closing and shall not have been further amended or modified.

          2H. Subsidiary Bylaws. CH Subsidiary shall have duly adopted bylaws in form and substance substantially similar to Exhibit G attached hereto (the “Subsidiary Bylaws”), and the Subsidiary Bylaws shall continue to be in full force and effect as of the Initial Closing and shall not have been further amended or modified.

          2I. Initial Closing Documents. The Company shall have delivered to the Purchasers all of the following documents:

          (a) an Officer’s Certificate, dated the date of the Initial Closing, stating that the conditions specified in Section 1, Sections 2A-H, inclusive, and Sections 2J-L, inclusive, have been fully satisfied;

          (b) certified copies of the resolutions duly adopted by the Board authorizing the execution, delivery and performance of this Agreement, the Certificate of Incorporation, the Senior Management Agreements, the Stockholders Agreement, the Registration Agreement, the Professional Services Agreement, and each of the other agreements contemplated hereby (the “Transaction Documents”), the issuance and sale of Preferred Stock and Common Stock pursuant to this Agreement and the consummation of all other transactions contemplated by this Agreement;

          (c) certified copies of the Subsidiary Charter and the Subsidiary Bylaws; and

          (d) certified copies of the Company’s Certificate of Incorporation and the Company’s Bylaws (the “Bylaws”), as in effect at the Initial Closing.

          2J. Fees and Expenses. The Company shall have reimbursed the Purchasers for their fees and expenses as provided in Section 7A hereof.

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          2K. Compliance with Applicable Laws. The purchase of Preferred Stock and Common Stock by the Purchasers hereunder shall not be prohibited by any applicable law or governmental regulation, shall not subject the Purchaser to any penalty, liability or, in each Purchaser’s sole judgment, other onerous conditions under or pursuant to any applicable law or governmental regulation, and shall be permitted by laws and regulations of the jurisdictions to which any Purchaser is subject.

          2L. Consents and Approvals. The Company shall have received or obtained all governmental, regulatory and third party consents and approvals necessary for the consummation of the transactions contemplated by the Initial Closing.

          2M. Conditions to Subsequent Closings. The obligation of each Purchaser to purchase and pay for the Securities at any Subsequent Closing is subject to the satisfaction as of the Subsequent Closing of the following conditions:

               (i) Representations and Warranties; Covenants. The representations and warranties contained in Section 5 hereof shall be true and correct at and as of such Subsequent Closing as though then made, except to the extent of changes caused by the transactions expressly contemplated herein or by the other Transaction Documents and except for changes occurring in the ordinary course of the Company’s and its Subsidiaries’ businesses that have not had and would not reasonably be expected to have a material adverse effect on the financial condition, operating results, assets or operations of the Company or any Subsidiary (including the filing of any material litigation against the Company or any Subsidiary or the existence of any material dispute with any Person that involves a reasonable likelihood of such litigation being commenced).

               (ii) Consents and Approvals. The Company shall have received or obtained all governmental, regulatory and third party consents and approvals necessary for the consummation of the transactions contemplated by such Subsequent Closing.

               (iii) Compliance with Applicable Laws. The purchase of the Preferred Stock and Common Stock by the Purchasers hereunder shall not be prohibited by any applicable law or governmental regulation, shall not subject the Purchaser to any penalty, liability or, in each Purchaser’s sole judgment, other onerous conditions under or pursuant to any applicable law or governmental regulation, and shall be permitted by laws and regulations of the jurisdictions to which any Purchaser is subject.

          2N. Waiver. Any condition specified in this Section 2 may be waived only if such waiver is set forth in a writing executed by the Purchasers.

          Section 3. Covenants.

          3A. Financial Statements and Other Information. The Company shall deliver to each Purchaser (so long as such Purchaser (together with its Affiliates) holds at least 10% of the Preferred Stock or Common Stock issued to the Purchasers pursuant to this Agreement) and to each holder (together with its Affiliates) of at least 10% of the Investor Preferred and to each holder (together with its Affiliates) of at least 10% of the Investor Common:

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               (i) as soon as available but in any event within 30 days after the end of each monthly accounting period in each fiscal year, unaudited consolidating and consolidated statements of income and cash flows of the Company and its Subsidiaries for such monthly period and for the period from the beginning of the fiscal year to the end of such month, and consolidating and consolidated balance sheets of the Company and its Subsidiaries as of the end of such monthly period, all prepared in accordance with United States generally accepted accounting principles, consistently applied, subject to the absence of footnote disclosures and to normal year-end adjustments;

               (ii) as soon as available but in any event within 30 days after the end of each quarterly accounting period in each fiscal year, unaudited consolidated statements of income and cash flows of the Company and its Subsidiaries for such quarterly period and for the period from the beginning of the fiscal year to the end of such quarter, and consolidated balance sheets of the Company and its Subsidiaries as of the end of such quarterly period, all prepared in accordance with United States generally accepted accounting principles, consistently applied, subject to the absence of footnote disclosures and to normal year-end adjustments, together with a management discussion and analysis of financial conditions and results of operations in a form reasonably satisfactory to the Purchasers (an “MD&A”);

               (iii) accompanying the financial statements referred to in subsections (i) and (ii) above, an Officer’s Certificate stating that neither the Company nor any of its Subsidiaries is in default under any of its material agreements or, if any such default exists, specifying the nature and period of existence thereof and what actions the Company and its Subsidiaries have taken and propose to take with respect thereto;

               (iv) within 90 days after the end of each fiscal year, consolidating and consolidated statements of income and cash flows of the Company and its Subsidiaries for such fiscal year, and consolidating and consolidated balance sheets of the Company and its Subsidiaries as of the end of such fiscal year, setting forth in each case comparisons to the annual budget and to the preceding fiscal year, all prepared in accordance with United States generally accepted accounting principles, consistently applied, together with an MD&A, and accompanied by (a) with respect to the consolidated portions of such statements (except with respect to budget data), an opinion containing no exceptions or qualifications (except for qualifications regarding specified contingent liabilities) of an independent accounting firm of recognized national standing acceptable to the Majority Holders, and (b) a copy of such accounting firm’s annual management letter to the Board;

               (v) promptly upon receipt thereof, any additional reports, management letters or other detailed information concerning significant aspects of the Company’s operations or financial affairs given to the Company by its independent accountants (and not otherwise contained in other materials provided hereunder);

               (vi) at least 30 days prior to the beginning of each fiscal year, an annual budget prepared on a monthly basis for the Company and its Subsidiaries for such fiscal year (displaying anticipated statements of income and cash flows), and promptly upon preparation thereof any other significant budgets prepared by the Company and any revisions of such annual or other budgets, and within 30 days after any monthly period in which there is a material

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adverse deviation from the annual budget, an Officer’s Certificate explaining the deviation and what actions the Company has taken and proposes to take with respect thereto;

               (vii) promptly (but in any event within 5 business days) after the discovery or receipt of notice of any default under any material agreement to which the Company or any of its Subsidiaries is a party or any other event or circumstance affecting the Company or any Subsidiary that is reasonably likely to have a material adverse effect on the financial condition, operating results, assets, operations or business prospects of the Company or any Subsidiary (including the filing of any material litigation against the Company or any Subsidiary or the existence of any material dispute with any Person that involves a reasonable likelihood of such litigation being commenced), an Officer’s Certificate specifying the nature and period of existence thereof and what actions the Company and its Subsidiaries have taken and propose to take with respect thereto;

               (viii) to the extent not already provided to such holders, promptly (but in any event within 5 business days) days after transmission thereof (to the extent not already provided to such holders), copies of all financial statements, proxy statements, reports and any other general written communications that the Company sends to its equityholders and copies of all registration statements and all regular, special or periodic reports that it files, or any of its officers or directors file with respect to the Company, with the Securities and Exchange Commission or with any securities exchange on which any of the Company’s securities are then listed, and copies of all press releases and other statements made available generally by the Company to the public concerning material developments in the Company’s and its Subsidiaries’ businesses; and

               (ix) with reasonable promptness, such other information and financial data concerning the Company and its Subsidiaries as any Person entitled to receive information under this Section 3A may reasonably request.

Each of the financial statements referred to in subsections (i), (ii) and (iv) shall be true and correct in all material respects as of the dates and for the periods stated therein, subject in the case of the unaudited financial statements to changes resulting from normal year-end audit adjustments (none of which would, alone or in the aggregate, be materially adverse to the financial condition, operating results, assets, operations or business prospects of the Company and its Subsidiaries taken as a whole). In connection with the Company’s annual audit, the Company shall request that the Company’s auditors perform certain procedures regarding executive compensation and expense reimbursements and related party transactions as the Majority Holders reasonably request. Notwithstanding the provisions of this Section 3A, from and after the Company’s initial Public Offering, the Company shall only be required to provide the information rights set forth in Section 3A to the extent permitted under the Securities Act and Securities Exchange Act.

          3B. Inspection of Property. The Company shall permit any representatives designated by any Purchaser (so long as such Purchaser holds any Preferred Stock or Common Stock) or any holder (together with its Affiliates) of at least 10% of the Investor Preferred or at least 15% of the Investor Common, upon reasonable notice and during normal business hours and such other times as any such holder may reasonably request, to (a) visit and inspect any of

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the properties of the Company and its Subsidiaries, (b) examine the corporate and financial records of the Company and its Subsidiaries and make copies thereof or extracts therefrom and (c) discuss the affairs, finances and accounts of any such entities with the directors, officers, key employees and independent accountants of the Company and its Subsidiaries; provided that the Company shall have the right to have its chief financial officer present at any meetings with the Company’s independent accountants. Notwithstanding the provisions of this Section 3B, from and after the Company’s initial Public Offering, the Company shall only be required to grant the inspection rights set forth in Section 3B to the extent permitted under the Securities Act and Securities Exchange Act.

          3C. Restrictions. The Company shall not, without the prior written consent of the Majority Holders:

          (a) directly or indirectly declare or pay any dividends or make any distributions upon any of its equity securities, other than distributions of unpaid yield or unreturned capital on the Preferred Stock pursuant to the Certificate of Incorporation;

          (b) except as required by the Certificate of Incorporation or the Senior Management Agreements, directly or indirectly redeem, purchase or otherwise acquire, or permit any Subsidiary to redeem, purchase or otherwise acquire, any of the Company’s equity securities (including, without limitation, warrants, options and other rights to acquire equity securities);

          (c) except as expressly contemplated by this Agreement or the Senior Management Agreements, authorize, issue, sell or enter into any agreement providing for the issuance (contingent or otherwise), or permit any Subsidiary to authorize, issue, sell or enter into any agreement providing for the issuance (contingent or otherwise) of, (i) any notes or debt securities containing equity features (including, without limitation, any notes or debt securities convertible into or exchangeable for equity securities, issued in connection with the issuance of equity securities or containing profit participation features) or (ii) any equity securities (or any securities convertible into or exchangeable for any equity securities) or rights to acquire any equity securities, other than the issuance of equity securities by a Subsidiary to the Company or another Subsidiary;

          (d) make, or permit any Subsidiary to make, any loans or advances to, guarantees for the benefit of, or Investments in, any Person, except for (A) reasonable advances to employees in the ordinary course of business as well as travel advances, (B) relocation loans, (C) trade credit extended to customers in the ordinary course of business and (D) Investments having a stated maturity no greater than one year from the date the Company makes such Investment in (1) obligations of the United States government or any agency thereof or obligations guaranteed by the United States government, (2) certificates of deposit of commercial banks having combined capital and surplus of at least $50 million, (3) commercial paper with a rating of at least “Prime-1” by Moody’s Investors Service, Inc. or (4) money market accounts investing in any of the foregoing or in substantially similar investments;

          (e) merge or consolidate with any Person or permit any Subsidiary to merge or consolidate with any Person (other than a wholly-owned Subsidiary);

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          (f) sell, lease or otherwise dispose of or permit any Subsidiary to sell, lease or otherwise dispose of, more than 5% of the consolidated assets of the Company and its Subsidiaries (computed on the basis of book value, determined in accordance with United States generally accepted accounting principles consistently applied, or fair market value, determined by the Board in its reasonable good faith judgment) in any transaction or series of related transactions (other than sales of inventory in the ordinary course of business);

          (g) except as contemplated by the Certificate of Incorporation and the Stockholders Agreement in connection with a Public Offering, liquidate, dissolve or effect a recapitalization or reorganization in any form of transaction (including, without limitation, any reorganization into a limited liability company or a partnership);

          (h) acquire, or permit any Subsidiary to acquire, any interest in any business (whether by a purchase of assets, purchase of securities, merger or otherwise), or enter into any joint venture;

          (i) enter into the ownership, active management or operation of any business other than the ownership of the securities of its Subsidiaries or permit any Subsidiary to enter into the ownership, active management or operation of any business other than a business in the acute-care hospital industry;

          (j) enter into, or permit any Subsidiary to enter into, any transaction with any of its or any Subsidiary’s officers, directors, employees or Affiliates or any individual related by blood, marriage or adoption to any such Person (a “Relative”) or any entity in which any such Person or individual owns a beneficial interest (a “Related Entity”), except for normal employment arrangements and benefit programs on reasonable terms and except as otherwise expressly contemplated by this Agreement, the Senior Management Agreements and the Professional Services Agreement;

          (k) become subject to, or permit any of its Subsidiaries to become subject to, any agreement or instrument that by its terms would (under any circumstances) restrict (A) the right of any Subsidiary to make loans or advances or pay dividends to, transfer property to, or repay any Indebtedness owed to, the Company or any Subsidiary or (B) the Company’s right to perform the provisions of this Agreement, the Certificate of Incorporation or the other Transaction Documents;

          (1) except as expressly contemplated by this Agreement, make any amendment to the Certificate of Incorporation that would increase the number of authorized shares of Preferred Stock or Common Stock or adversely affect or otherwise impair the rights or the relative preferences and priorities of the holders of the Preferred Stock or Common Stock under this Agreement, the Certificate of Incorporation or the other Transaction Documents; or

          (m) create, incur, assume or suffer to exist, or permit any Subsidiary to create, incur, assume or suffer to exist, Indebtedness exceeding the amounts approved therefor by the Board in the annual budget.

          3D. Affirmative Covenants. So long as the Purchasers hold any shares of Preferred Stock or Common Stock, the Company shall, and shall cause each Subsidiary to:

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          (a) comply with all applicable laws, rules and regulations of all governmental authorities, the violation of which would reasonably be expected to have a material adverse effect upon the financial condition, operating results, assets or operations of the Company and its Subsidiaries taken as a whole, and pay and discharge when payable all taxes, assessments and governmental charges (except to the extent the same are being contested in good faith and adequate reserves therefor have been established); and

          (b) enter into and maintain appropriate nondisclosure and noncompete agreements with its key employees.

          3E. Current Public Information. At all times after the Company (or its successor) has filed a registration statement with the Securities and Exchange Commission pursuant to the requirements of either the Securities Act or the Securities Exchange Act, the Company (or its successor) shall file all reports required to be filed by it under the Securities Act and the Securities Exchange Act and the rules and regulations adopted by the Securities and Exchange Commission thereunder and shall take such further action as any holder or holders of Restricted Securities may reasonably request, all to the extent required to enable such holders to sell Restricted Securities pursuant to (a) Rule 144 adopted by the Securities and Exchange Commission under the Securities Act (as such rule may be amended from time to time) or any similar rule or regulation hereafter adopted by the Securities and Exchange Commission or (b) a registration statement on Form S-2 or S-3 or any similar registration form hereafter adopted by the Securities and Exchange Commission. Upon request, the Company (or its successor) shall deliver to any holder of Restricted Securities a written statement as to whether it has complied with such requirements.

          3F. Amendment of Other Agreements. The Company shall not amend, modify or waive any provision of the Senior Management Agreements or any other agreement with key executives of the Company without the prior written consent of the Majority Holders. The Company shall enforce the provisions of the Senior Management Agreements and any other agreement with key executives of the Company and shall exercise all of its rights and remedies thereunder (including, without limitation, any repurchase options and first refusal rights) unless it is otherwise directed by the Majority Holders.

          3G. Public Disclosures. The Company shall not, nor shall it permit any Subsidiary to, disclose any Purchaser’s name or identity as an investor in the Company in any press release or other public announcement or in any document or material filed with any governmental entity, without the prior written consent of such Purchaser, unless such disclosure is required by applicable law or governmental regulations or by order of a court of competent jurisdiction, in which case prior to making such disclosure the Company shall give written notice to such Purchaser describing in reasonable detail the proposed content of such disclosure and shall permit such Purchaser to review and comment upon the form and substance of such disclosure.

          3H. Unrelated Business Taxable Income; Effectively Connected Income. The Company shall not engage in any transaction which is reasonably likely to cause any Purchaser or any limited partner thereof that is exempt from income taxation under Section 501(a) of the

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IRC and, if applicable, any pension plan that any such trust may be a part of, to recognize unrelated business taxable income as defined in Section 512 and Section 514 of the IRC.

          3I. Hart-Scott-Rodino Compliance. In connection with any transaction in which the Company is involved (a “Transaction”) that is required to be reported under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended from time to time (the “HSR Act”), the Company shall prepare and file all documents with the Federal Trade Commission and the United States Department of Justice which may be required to comply with the HSR Act, and shall promptly furnish all materials thereafter requested by any of the regulatory agencies having jurisdiction over such filings, in connection with a Transaction. The Company shall take all reasonable actions and shall file and use reasonable best efforts to have declared effective or approved all documents and notifications with any governmental or regulatory bodies, as may be necessary or may reasonably be requested under federal antitrust laws for the consummation of the Transaction. Notwithstanding the foregoing, if any Purchaser, rather than the Company, is required to make a filing under the HSR Act in connection with a Transaction, the Company will provide to such Purchaser all necessary information for such filing, will facilitate such filing and will pay all fees and expenses associated with such filing.

          Section 4. Transfer of Restricted Securities.

          (a) Restricted Securities are transferable only pursuant to (i) Public Offerings, (ii) Rule 144 of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule or rules are available and (iii) subject to the conditions specified in clause (b) below, any other legally available means of transfer.

          (b) In connection with the transfer of any Restricted Securities (other than a transfer described in Sections 4(a)(i) or (ii) above), the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer, together with an opinion of Kirkland & Ellis LLP or other counsel that (to the Company’s reasonable satisfaction) is knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. In addition, if the holder of the Restricted Securities delivers to the Company an opinion of Kirkland & Ellis LLP or such other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver to the prospective transferor new certificates for such Restricted Securities that do not bear the Securities Act legend set forth in Section 7C. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 4 and Section 7C.

          (c) Upon the request of a Purchaser, the Company shall promptly supply to such Purchaser or its prospective transferees all information regarding the Company required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commission.

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          Section 5. Representations and Warranties of the Company. As a material inducement to each Purchaser to enter into this Agreement and purchase the Securities, the Company hereby represents and warrants to each Purchaser that:

          5A. Organization and Corporate Power. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results, assets or operations of the Company and its Subsidiaries taken as a whole. The Company has all requisite corporate power and authority and all material licenses, permits and authorizations necessary to own and operate its properties, to carry on its businesses as now conducted and presently proposed to be conducted and to carry out the transactions contemplated by this Agreement. The copies of the Company’s Certificate of Incorporation and Bylaws that have been furnished to the Purchasers reflect all amendments made thereto at any time prior to the date of this Agreement and are correct and complete.

          5B. Equity Securities and Related Matters.

          (a) As of the Initial Closing and immediately thereafter, the authorized equity securities of the Company shall consist of the following: (i) 300,000.000 shares designated as Preferred Stock, of which none shall be issued and outstanding, 196,000.000 shares of Preferred Stock shall be reserved for issuance to the Purchasers pursuant to Section 1B hereof and 2,123.645 shares of Preferred Stock shall be reserved for issuance to Executives pursuant to the Senior Management Agreements, and (ii) 75,000,000 shares designated as Common Stock, of which 35,968,259 shares of Common Stock shall be issued and outstanding, 25,000,000 shares of Common Stock shall be reserved for issuance to the Purchasers pursuant to Section 1B hereof, and 2,211,688 shares of Common Stock shall be reserved for issuance (whether in the form of restricted stock, upon exercise of options or otherwise) to other executives of the Company and its Subsidiaries as determined by the Board. As of the Initial Closing, the Company shall not have outstanding any securities convertible or exchangeable for any equity securities of the Company or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its equity securities or any securities convertible into or exchangeable for its equity securities or any equity appreciation rights or phantom equity plans other than pursuant to and as contemplated by this Agreement, the Certificate of Incorporation and the Senior Management Agreements. As of the Initial Closing, the Company shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any of its equity securities or any warrants, options or other rights to acquire its equity securities, except pursuant to this Agreement, the Certificate of incorporation and the Senior Management. Agreements. Immediately following the Initial Closing, all of the Company’s outstanding equity securities shall be validly issued, fully paid and nonassessable.

          (b) There are no statutory or, to the best of the Company’s knowledge, contractual securityholders preemptive rights or rights of refusal with respect to the issuance of the Preferred Stock and Common Stock hereunder or the issuance of the Preferred Stock and Common Stock pursuant to Section 1B(b), except as expressly contemplated in the Stockholders Agreement, the Senior Management Agreements, the Certificate of Incorporation or as provided herein. Based in part on the investment representations of the Purchasers in Section 7C hereof

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and of the Executives in Section 1(f) of the Senior Management Agreements, the Company has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its equity securities, and the offer, sale and issuance of the Preferred Stock and Common Stock hereunder and pursuant to Section 1B(b) hereof do not and will not require registration under the Securities Act or any applicable state securities laws. To the best of the Company’s knowledge, there are no agreements between the Company’s stockholders with respect to the voting or transfer of the Company’s equity securities or with respect to any other aspect of the Company’s affairs, except for the Stockholders Agreement, the Certificate of Incorporation, the Senior Management Agreements, the Registration Agreement and the Professional Services Agreement.

          5C. Subsidiaries; Investments. CH Subsidiary is the Company’s only Subsidiary. The Company owns 100% of the capital stock of CH Subsidiary. CH Subsidiary is duly incorporated, validly existing and in good standing under the laws of Delaware, possesses all requisite corporate power and authority arid, except as set forth on Schedule 5C, all material licenses, permits and authorizations necessary to own its properties and to carry on its business as now being conducted and as presently proposed to be conducted and is qualified to do business in every jurisdiction in which its ownership of property or the conduct of its business requires it to qualify.

          5D. Authorization; No Breach. The execution, delivery and performance of this Agreement, the Senior Management Agreements, the Stockholders Agreement, the Registration Agreement, the Professional Services Agreement, and all other agreements contemplated hereby or thereby to which the Company is a party, have been duly authorized by the Company. This Agreement, the Senior Management Agreements, the Stockholders Agreement, the Registration Agreement, the Professional Services Agreement and all other agreements contemplated hereby or thereby each constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms. The execution and delivery by the Company of this Agreement, the Senior Management Agreements, the Stockholders Agreement, the Registration Agreement, the Professional Services Agreement, and all other agreements contemplated hereby or thereby to which the Company is a party, the offering, sale and issuance of the Preferred Stock and Common Stock hereunder (including pursuant to Section 1B(b)) and the fulfillment of and compliance with the respective terms hereof and thereof by the Company do not and will not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity securities or assets pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a violation of, or (vi) require any authorization, consent, approval, exemption or other action by or notice to any court or administrative or governmental body pursuant to, the Certificate of Incorporation of the Company or the Bylaws of the Company or any law, statute, rule or regulation to which the Company is subject, or any agreement, instrument, order, judgment or decree to which the Company is a party or by which it is bound.

          5E. Conduct of Business; Liabilities. Other than the negotiation, execution and delivery of this Agreement, the Senior Management Agreements, the Stockholders Agreement, the Registration Agreement, the Professional Services Agreement and the other agreements contemplated hereby and thereby, prior to the Initial Closing, the Company has not

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(i) conducted any business, (ii) incurred any expenses, obligations or liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to the Company and whether due or to become due and regardless of when asserted), (iii) owned any assets, (iv) entered into any contracts or agreements, or (v) violated any laws or governmental rules or regulations.

          5F. Litigation, etc. There are no actions, suits, proceedings, orders, investigations or claims pending or, to the best of the Company’s knowledge, threatened against or affecting either the Company or its Subsidiaries (or to the best of the Company’s knowledge, pending or threatened against or affecting any of the officers, directors or employees of the Company or its Subsidiaries with respect to their businesses or proposed business activities) at law or in equity, or before or by any governmental department, commission, board, bureau, agency or instrumentality with respect to the transactions contemplated by this Agreement.

          5G. Brokerage. There are no claims for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this Agreement based on any arrangement or agreement binding upon the Company. The Company shall pay, and hold the Purchasers harmless against, any liability, loss or expense (including, without limitation, attorneys’ fees and out-of-pocket expenses) arising in connection with any such claim.

          5H. Governmental Consent, etc. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is required in connection with the execution, delivery and performance by the Company of this Agreement or the other agreements contemplated hereby, or the consummation by the Company of any other transactions contemplated hereby or thereby.

          5I. Disclosure. Neither this Agreement nor any of the schedules, attachments, written statements, documents, certificates or other items prepared or supplied to the Purchasers by or on behalf of the Company with respect to the transactions contemplated hereby contain any untrue statement of a material fact or omit a material fact necessary to make each statement contained herein or therein not misleading. There is no fact which the Company has not disclosed to the Purchasers in writing and of which any of its officers, directors, managers or executive employees is aware and which has had or would reasonably be anticipated to have a material adverse effect upon the existing or expected financial condition, operating results, assets, customer or supplier relations or employee relations of the Company.

          5J. Initial Closing Date. The representations and warranties of the Company contained in this Section 5 and elsewhere in this Agreement and all information contained in any exhibit, schedule or attachment hereto or in any writing delivered by, or on behalf of, the Company to the Purchasers shall be true and correct in all material respects on the date of the Initial Closing as though then made, except as affected by the transactions expressly contemplated by this Agreement.

          Section 6. Definitions. For the purposes of this Agreement, the following terms have the meanings set forth below:

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          “Affiliate” of any particular Person or entity means any other person or entity controlling, controlled by or under common control with such particular person or entity; it being understood and agreed that GTCR and its Affiliates shall for all purposes hereunder be Affiliates of GTCR Golder Rauner, L.L.C. and its Affiliates. For purposes of this Agreement, all holdings of Preferred Stock and Common Stock by Persons who are Affiliates of each other shall be aggregated for purposes of meeting any threshold tests under this Agreement.

          “Common Stock” means the Common Stock, par value $0.01 per share, of the Company.

          “Indebtedness” means all indebtedness for borrowed money (including purchase money obligations) maturing one year or more from the date of creation or incurrence thereof or renewable or extendible at the option of the debtor to a date one year or more from the date of creation or incurrence thereof, all indebtedness under revolving credit arrangements extending over a year or more, all capitalized lease obligations and all guarantees of any of the foregoing.

          “Investor Common” means (i) any Common Stock issued pursuant to this Agreement (including, without limitation, pursuant to Section 1B(b) hereto) and (ii) any Common Stock issued or issuable with respect to the Common Stock referred to in clause (i)above by way of stock dividends or stock splits or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. As to any particular shares of Investor Common, such shares shall cease to be Investor Common when they have been (a) effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them or (b) distributed to the public through a broker, dealer or market maker pursuant to Rule 144 under the Securities Act (or any similar rule then in force).

          “Investor Preferred” means (i) the Preferred Stock issued hereunder (including, without limitation, pursuant to Section 1B(b)), and (ii) any Preferred Stock issued or issuable with respect to the Preferred Stock referred to in clause (1) above by way of stock dividends or stock splits or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. As to any particular shares of Investor Preferred, such Shares shall cease to be Investor Preferred when they have been (a) effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them or (b) distributed to the public through a broker, dealer or market maker pursuant to Rule 144 under the Securities Act (or any similar rule then in force).

          “Investor Securities” means, collectively, the Investor Preferred and the Investor Common.

          “Investment” as applied to any Person means (i) any direct or indirect purchase or other acquisition by such Person of any notes, obligations, instruments, stock, securities or ownership interest (including partnership interests and joint venture interests) of any other Person and (ii) any capital contribution by such Person to any other Person.

          “IRC” means the Internal Revenue Code of 1986, as amended, and any reference to any particular IRC Section shall be interpreted to include any revision of or successor to that Section regardless of how numbered or classified.

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          “Majority Holders” means the holders of a majority of the Investor Preferred or, if no Investor Preferred is outstanding, the holders of a majority of the Investor Common.

          “Officer’s Certificate” means a certificate signed by the Company’s chief executive officer or its chief financial officer, stating that (i) the officer signing such certificate has made or has caused to be made such investigations as are necessary in order to permit such officer to verify the accuracy of the information set forth in such certificate and (ii) to the best of such officer’s knowledge, such certificate does not misstate any material fact and does not omit to state any fact necessary to make the certificate not misleading.

          “Person” means an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, an investment fund, any other business entity and a governmental entity or any department, agency or political subdivision thereof.

          “Preferred Stock” means the Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company.

          “Public Offering” means the sale in a public offering registered under the Securities Act of equity securities of the Company or a corporate successor to the Company

          “Restricted Securities” means (i) the Preferred Stock and Common Stock issued hereunder and pursuant to Section 1B(b) hereof and (ii) any securities issued with respect to the securities referred to in clause (i) above by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. As to any particular Restricted Securities, such securities shall cease to be Restricted Securities when they have (a) been effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them, (b) become eligible for sale pursuant to Rule 144(k) (or any similar provision then in force) under the Securities Act or (c) been otherwise transferred and new certificates for them not bearing the Securities Act legend set forth in Section 7C have been delivered by the Company in accordance with Section 4(b). Whenever any particular securities cease to be Restricted Securities, the holder thereof shall be entitled to receive from the Company, without expense, new securities of like tenor not bearing a Securities Act legend of the character set forth in Section 7C.

          “Securities Act” means the Securities Act of 1933, as amended, or any similar federal law then in force.

          “Securities Exchange Act” means the Securities Exchange Act of 1934, as amended, or any similar federal law then in force.

          “Securities and Exchange Commission” includes any governmental body or agency succeeding to the functions thereof.

          “Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association, or business entity of which (i) if a corporation, a majority of the total voting power of shares of 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

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owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association, or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association, or other business entity gains or losses or shall be or control any managing director or general partner of such limited liability company, partnership, association, or other business entity. For purposes hereof, references to a “Subsidiary” of any Person shall be given effect only at such times that such Person has one or more Subsidiaries, and, unless otherwise indicated, the term “Subsidiary” refers to a Subsidiary of the Company.

          Section 7. Miscellaneous.

          7A. Expenses. The Company agrees to pay, and hold the Purchasers and all holders of Investor Securities harmless against liability for the payment of, (i) the reasonable fees and expenses of their counsel arising in connection with the negotiation and execution of this Agreement and the consummation of the transactions contemplated by this Agreement (including, without limitation, fees and expenses arising with respect to any subsequent purchase of Common Stock or Preferred Stock pursuant to Section 1B(b) hereof), (ii) the fees and expenses incurred with respect to any amendments or waivers (whether or not the same become effective) under or in respect of this Agreement, the Certificate of Incorporation, the Bylaws, the Senior Management Agreements, the Stockholders Agreement, the Registration Agreement, the other agreements contemplated hereby or thereby, (iii) stamp and other taxes that may be payable in respect of the execution and delivery of this Agreement or the issuance, delivery or acquisition of any Common Stock or Preferred Stock purchased hereunder or in accordance with Section 1B(b) hereof, (iv) the fees and expenses incurred with respect to the interpretation or enforcement of the rights granted under this Agreement, the Certificate of Incorporation, the Bylaws, the Senior Management Agreements, the Stockholders Agreement, the Registration Agreement, the Professional Services Agreement, the other agreements contemplated hereby or thereby and (v) such reasonable travel expenses, legal fees and other out-of-pocket fees and expenses as have been or may be incurred by any Purchaser, its Affiliates and its Affiliates’ directors, officers and employees in connection with any Company-related financing and in connection with the rendering of any other services by a Purchaser or its Affiliates (including, but not limited to, fees and expenses incurred in attending board of directors or other Company-related meetings).

          7B. Remedies. Each holder of Investor Securities shall have all rights and remedies set forth in this Agreement, the Certificate of Incorporation, the Bylaws, the Stockholders Agreement, the Registration Agreement and all rights and remedies that such holders have been granted at any time under any other agreement or contract and all of the rights that such holders have under any law. Any Person having any rights under any provision of this Agreement shall be entitled to enforce such rights specifically (without posting a bond or other security), to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law.

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          7C. Each Purchaser’s Investment Representations. Each Purchaser hereby represents (i) that it is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for its own account with the present intention of holding such securities for purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws, (ii) that it is an “accredited investor” and a sophisticated investor for purposes of applicable U.S. federal and state securities laws and regulations, (iii) that the Restricted Securities were not offered to such Purchaser by any means of general solicitation or general advertising, (iv) that it believes that it has such knowledge and experience in financial and business matters that such Purchaser is capable of evaluating the merits and risks of an investment in the Company, (v) that it is able to bear the economic risks of an investment in the Restricted Securities and could afford a complete loss of such investment, (vi) that this Agreement and each of the other agreements contemplated hereby constitutes (or will constitute) the legal, valid and binding obligation of such Purchaser, enforceable in accordance with its terms and (vii) that the execution, delivery and performance of this Agreement and such other agreements by such Purchaser does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such Purchaser is subject. Notwithstanding the foregoing, nothing contained herein shall prevent any Purchaser and subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of Section 4 hereof. Each certificate for Restricted Securities shall be imprinted with a legend in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON MAY 4, 2005 AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE STOCK PURCHASE AGREEMENT, DATED AS OF MAY 4, 2005 BY AND AMONG THE ISSUER (THE “COMPANY”) AND CERTAIN INVESTORS, AND THE COMPANY RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. A COPY OF SUCH CONDITIONS SHALL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.

THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS, A FULL STATEMENT OF ALL OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREON AUTHORIZED TO BE ISSUED BY THE COMPANY AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS.”

          7D. Consent to Amendments. Except as otherwise expressly provided herein, the provisions of this Agreement may be amended and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the prior written consent of the Majority Holders. No other course of dealing between the Company and the holder of any Preferred Stock or Common Stock or any delay in

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exercising any rights hereunder or under the Certificate of Incorporation shall operate as a waiver of any rights of any such holders. For purposes of this Agreement, shares of Preferred Stock or Common Stock held by the Company or any of its Subsidiaries shall not be deemed to be outstanding.

          7E. Survival of Representations and Warranties. All representations and warranties contained herein or made in writing by any party in connection herewith shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, regardless of any investigation made by a Purchaser or on its behalf.

          7F. Successors and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and assigns of the parties hereto whether so expressed or not. In addition, and whether or not any express assignment has been made, the provisions of this Agreement that are for each Purchaser’s benefit as a purchaser or holder of Preferred Stock or Common Stock are also for the benefit of, and enforceable by, any subsequent holder of Preferred Stock or Common Stock. The rights and obligations of each Purchaser under this Agreement and the agreements contemplated hereby may be assigned by such Purchaser at any time, in whole or in part, to any investment fund managed by GTCR or its Affiliates or any successor thereto.

          7G. Generally Accepted Accounting Principles. Where any accounting determination or calculation is required to be made under this Agreement or the exhibits hereto, such determination or calculation (unless otherwise provided) shall be made in accordance with United States generally accepted accounting principles, consistently applied, except that if because of a change in United States generally accepted accounting principles the Company would have to alter a previously utilized accounting method or policy in order to remain in compliance with United States generally accepted accounting principles, such determination or calculation shall continue to be made in accordance with the Company’s previous accounting methods and policies.

          7H. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

          7I. Counterparts. This Agreement may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same Agreement.

          7J. Delivery by Facsimile. This Agreement, the agreements referred to herein, and each other agreement or instrument entered into in connection herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile machine, shall be treated in all manner and respects as an

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original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall reexecute original forms thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine as a defense to the formation or enforceability of a contract and each such party forever waives any such defense.

          7K. Descriptive Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a section of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather than by limitation.

          7L. Governing Law. All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement and the exhibits and schedules hereto shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

          7M. Mutual Waiver of Jury Trial. Because disputes arising in connection with complex transactions are most quickly and economically resolved by an experienced and expert person and the parties wish applicable state and federal laws to apply (rather than arbitration rules), the parties desire that their disputes be resolved by a judge applying such applicable laws. Therefore, to achieve the best combination of the benefits of the judicial system and of arbitration, each party to this agreement hereby waives all rights to trial by jury in any action, suit, or proceeding brought to resolve any dispute between or among any of the parties hereto, whether arising in contract, tort or otherwise, arising out of, connected with, related or incidental to this agreement or the transactions contemplated hereby.

          7N. Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given when (i) delivered personally to the recipient, (ii) sent to the recipient by reputable express courier service (charges prepaid), (iii) mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid, or (iv) telecopied to the recipient (with hard copy sent to the recipient by reputable overnight courier service (charges prepaid) that same day) if telecopied before 5:00 p.m. Chicago, Illinois time on a business day, and otherwise on the next business day. Such notices, demands and other communications shall be sent to the Purchasers and to the Company at the addresses indicated below (or at such other address as shall be given in writing by one party to the others):

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If to the Company:

Capella Holdings, Inc.
214 Overlook Circle #250
Brentwood, TN 37027
Attention:   Chief Executive Officer
Telephone:  (615) 376-9221

with copies to:

GTCR Golder Rauner, L.L.C.
6100 Sears Tower
Chicago, Illinois 60606-6402
Attention:   Joseph P. Nolan
                   Peter M. Stavros
Telephone: (312) 382-2200
Facsimile:   (312) 382-2201

Kirkland & Ellis LLP
200 East Randolph Drive
Chicago, Illinois 60601
Attention:   Kevin R. Evanich, P.C.
                   Jeffrey A. Fine, Esq.
Telephone:  (312) 861-2000
Facsimile:    (312) 861-2200

If to any of the Purchasers:

GTCR Golder Rauner, L.L.C.
6100 Sears Tower
Chicago, Illinois 60606-6402
Attention:   Joseph P. Nolan
                    Peter M. Stavros
Telephone: (312) 382-2200
Facsimile:   (312) 382-2201

with a copy to:

Kirkland & Ellis LLP
200 East Randolph Drive
Chicago, Illinois 60601
Attention:  Kevin R. Evanich, P.C.
                   Jeffrey A. Fine, Esq.
Telephone: (312) 861-2000
Facsimile:    (312) 861-2200

or to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party.

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          7O. Entire Agreement. This Agreement, those documents expressly referred to herein and other documents of even date herewith embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, that may have related to the subject matter hereof in any way.

          7P. No Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

*          *          *          *          *

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          IN WITNESS WHEREOF, the parties hereto have executed this Stock Purchase Agreement as of the date first written above.

CAPELLA HOLDINGS, INC.
By:	/S/ Daniel S. Slipkovich
Name:	Daniel S. Slipkovich
Its:	Chief Executive Officer
GTCR FUND VIII, L.P.
By:	GTCR Partners VIII, L.P.
Its:	General Partner
By:	GTCR Golder Rauner II, L.L.C.
Its:	General Partner
By:	/s/ Joseph P. Nolan
Name:	Joseph P. Nolan
Its:	Principal
GTCR FUND VIII/B, L.P.
By:	GTCR Partners VIII, L.P.
Its:	General Partner
By:	GTCR Golder Rauner II, L.L.C.
Its:	General Partner
By:	/s/ Joseph P. Nolan
Name:	Joseph P. Nolan
Its:	Principal
GTCR CO-INVEST II, L.P.
By:	GTCR Golder Rauner II, L.L.C.
Its:	General Partner
By:	/s/ Joseph P. Nolan
Name:	Joseph P. Nolan
Its:	Principal

SIGNATURE PAGE TO THE STOCK PURCHASE AGREEMENT

LIST OF EXHIBITS

Exhibit A	Certificate of Incorporation
Exhibit B	Form of Senior Management Agreement
Exhibit C	Form of Stockholders Agreement
Exhibit D	Form of Registration Rights Agreement
Exhibit E	Form of Professional Services Agreement
Exhibit F	Form of Subsidiary Charter
Exhibit G	Form of Subsidiary Bylaws

Schedule of Purchasers¹

	Number of Preferred		Number of
Purchaser	Shares at Initial Closing		Common Shares
GTCR Fund VIII, L.P.		165,983,776		42,342,800
GTCR Fund VIII/B, L.P.		29,130,304		7,431,200
GTCR Co-Invest II, L.P.		885,920		226,000
TOTAL		196,000,000		50,000,000

¹ Note: Form attached for reference purposes. Actual Schedule of Investors to be maintained with the books and records of the Company at Fund VIII’s principal office.

EX-10.2

EXHIBIT 10.2

SUPPLEMENT NO. 1 TO THE STOCK PURCHASE AGREEMENT

          THIS SUPPLEMENT NO. 1 TO THE STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of April __, 2007, among Capella Holdings, Inc., a Delaware corporation (the “Company”), GTCR Fund VIII, L.P., a Delaware limited partnership (“Fund VIII”), GTCR Fund VIII/B, L.P., a Delaware limited partnership (“Fund VIII/B”), and GTCR Co-Invest II, L.P., a Delaware limited partnership (“GTCR Co-Invest”, and together with Fund VIII and Fund VIII/B, the “Purchasers”). Except as otherwise indicated herein, capitalized terms used and not otherwise defined herein have the meanings ascribed to such terms in the Purchase Agreement (as defined below).

          WHEREAS, the Company and the Purchasers are parties to a Stock Purchase Agreement dated as of May 4, 2005 (as may be amended, the “Purchase Agreement”); and

          WHEREAS, pursuant to Section 1B(b) of the Purchase Agreement, the Purchasers desire to purchase, and the Company desires to sell, an aggregate of 36,000.000 shares of Preferred Stock for an aggregate purchase price of $36,000,000.

          NOW, THEREFORE, the parties hereto agree as follows:

          Section 1. Authorization and Closing.

          1A. Authorization of the Preferred Stock. The Company has authorized the issuance and sale to the Purchasers of 36,000.000 shares of Preferred Stock (the “Shares”), having the rights and preferences set forth in the Certificate of Incorporation.

          1B. Purchase and Sale of Preferred Stock. At the Closing (as defined in Section 1C below), subject to the terms and conditions set forth herein, for an aggregate purchase price of $36,000,000, (i) Fund VIII shall purchase from the Company, and the Company shall sell to Fund VIII, 30,486.816 shares of Preferred Stock at a price of $1,000 per share, (ii) Fund VIII/B shall purchase from the Company, and the Company shall sell to Fund VIII/B, 5,350.464 shares of Preferred Stock at a price of $1,000 per share and (iii) GTCR Co-Invest shall purchase from the Company, and the Company shall sell to Co-Invest, 162.720 shares of Preferred Stock at a price of $1,000 per share. The Shares purchased by the Purchasers hereunder constitute Securities, Investor Preferred, Investor Securities and Restricted Securities under the Purchase Agreement.

          1C. The Closing. The closing of the purchase and sale of the Shares pursuant to Section 1B above (the “Closing”) shall take place at the offices of Kirkland & Ellis LLP, 200 East Randolph Drive, Chicago, Illinois 60601 at 10:00 a.m., or by facsimile and nationally recognized courier services, effective as of the date hereof. At the Closing, the Company shall deliver to each Purchaser one or more stock certificates evidencing the Shares to be purchased by such Investor, registered in such Investor’s name, upon payment of the purchase price thereof by a cashier’s or certified check, or by wire transfer of immediately available funds to such account as designated by the Company.

          Section 2. Representations and Warranties of the Company. As a material inducement to the Purchasers to enter into this Agreement and purchase the Shares, the Company hereby represents and warrants to the Purchasers that the execution, delivery and performance of this Agreement and all other agreements contemplated hereby to which the Company is a party have been duly authorized by the Company. This Agreement constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms. The execution and delivery by the Company of this Agreement, the offering, sale and issuance of the Shares hereunder and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, do not and shall not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in the creation of any lien, security interest, charge or encumbrance upon the equity securities or assets of the Company or any of its Subsidiaries pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a violation of, or (vi) require any authorization, consent, approval, exemption or other action by or notice to any court or administrative or governmental body pursuant to, the Certificate of Incorporation or Bylaws or the certificate of incorporation or bylaws (or comparable governing documents) of any of the Company’s Subsidiaries, or any law, statute, rule or regulation to which the Company or any of its Subsidiaries is subject, or any agreement, instrument, order, judgment or decree to which the Company or any of its Subsidiaries is a party or by which it is bound. The representations and warranties contained in Section 5 of the Purchase Agreement are true and correct at and as of the Closing as though then made, except to the extent of changes caused by the transactions expressly contemplated by the Purchase Agreement or by the other Transaction Documents and except for changes occurring in the ordinary course of the Company’s and its Subsidiaries’ businesses that have not had a material adverse effect on the financial condition, operating results, assets or operations of the Company or any Subsidiary (including the filing of any material litigation against the Company or any Subsidiary or the existence of any material dispute with any Person that involves a reasonable likelihood of such litigation being commenced).

          Section 3. Purchasers’ Investment Representations. Each Purchaser hereby represents that such Purchaser is acquiring the Shares pursuant hereto for its own account with the present intention of holding such securities for purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws; provided that, nothing contained herein shall prevent such Purchaser and any subsequent holders of the Shares from transferring such securities in compliance with the provisions of Section 4 of the Purchase Agreement.

          Section 4. Miscellaneous.

          4A. Remedies. Each holder of Investor Securities shall have all rights and remedies set forth in this Agreement, the Purchase Agreement, the Certificate of Incorporation, the Bylaws, the Registration Agreement and the Stockholders Agreement and all rights and remedies that such holder has been granted at any time under any other agreement or contract and all of the rights that such holder has under any law. Any Person having any rights under any provision of this Agreement shall be entitled to enforce such rights specifically (without posting

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a bond or other security), to recover damages by reason of any material breach of any provision of this Agreement and to exercise all other rights granted by law.

          4B. Legends. Each certificate for the Shares issued pursuant to this Agreement shall be imprinted with a legend in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON APRIL __, 2007 AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE STOCK PURCHASE AGREEMENT, DATED AS OF MAY 4, 2005 BY AND AMONG THE ISSUER (THE “COMPANY”) AND CERTAIN PURCHASERS, AND THE COMPANY RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. A COPY OF SUCH CONDITIONS SHALL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.

THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS, A FULL STATEMENT OF ALL OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREON AUTHORIZED TO BE ISSUED BY THE COMPANY AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS.”

          4C. Consent to Amendments. Except as otherwise expressly provided herein, the provisions of this Agreement may be amended and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent of the Majority Holders. No other course of dealing between the Company and the holder of any Shares or any delay in exercising any rights hereunder or under the Certificate of Incorporation shall operate as a waiver of any rights of any such holders. For purposes of this Agreement, shares of Preferred Stock or Common Stock held by the Company or any of its Subsidiaries shall not be deemed to be outstanding.

          4D. Survival of Representations and Warranties. All representations and warranties contained herein or made in writing by any party in connection herewith shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, regardless of any investigation made by an Purchaser or on its behalf.

          4E. Successors and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the parties

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hereto shall bind and inure to the benefit of the respective successors and assigns of the parties hereto whether so expressed or not. In addition, and whether or not any express assignment has been made, the provisions of this Agreement that are for each Investor’s benefit as a purchaser or holder of the Shares are also for the benefit of, and enforceable by, any subsequent holder of the Shares. The rights and obligations of each Purchaser under this Agreement and the agreements contemplated hereby may be assigned by such Purchaser at any time, in whole or in part, to any investment fund managed by GTCR Golder Rauner, L.L.C. or GTCR Golder Rauner II, L.L.C. or any successor thereto.

          4F. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

          4G. Counterparts. This Agreement may be executed simultaneously in two or more counterparts (including by means of telecopied signature pages), any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same Agreement.

          4H. Governing Law. All issues and questions concerning the construction, validity and interpretation of this Agreement and the exhibits and schedules hereto shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

          4I. Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given when (i) delivered personally to the recipient, (ii) sent to the recipient by reputable express courier service (charges prepaid), (iii) mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid, or (iv) telecopied to the recipient (with hard copy sent to the recipient by reputable overnight courier service (charges prepaid) that same day) if telecopied before 5:00 p.m. Chicago, Illinois time on a business day, and otherwise on the next business day. Such notices, demands and other communications shall be sent to the Purchasers and to the Company at the addresses indicated in the Purchase Agreement or to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party.

          4J. Approved Use. The Purchasers hereby approve the Company’s use of the funds received pursuant to this Agreement as an Approved Use.

*    *    *    *    *

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          IN WITNESS WHEREOF, the parties hereto have executed this Supplement No. 1 to the Stock Purchase Agreement effective as of the date first written above.

CAPELLA HOLDINGS, INC.
By:	/s/ Daniel S. Slipkovich
Name:	Daniel S. Slipkovich
Its:	Chief Executive Officer
GTCR FUND VIII, L.P.
By:	GTCR Partners VIII, L.P.
Its:	General Partner
By:	GTCR Golder Rauner II, L.L.C.
Its:	General Partner
By:	/s/ Joseph P. Nolan
Name:	Joseph P. Nolan
Its:	Principal
GTCR FUND VIII/B, L.P.
By:	GTCR Partners VIII, L.P.
Its:	General Partner
By:	GTCR Golder Rauner II, L.L.C.
Its:	General Partner
By:	/s/ Joseph P. Nolan
Name:	Joseph P. Nolan
Its:	Principal
GTCR CO-INVEST II, L.P.
By:	GTCR Golder Rauner II, L.L.C.
Its:	General Partner
By:	/s/ Joseph P. Nolan
Name:	Joseph P. Nolan
Its:	Principal

[Signature Page to Supplement to the Stock Purchase Agreement]

EX-10.3

EXHIBIT 10.3

AMENDMENT AND SUPPLEMENT NO. 2 TO THE STOCK PURCHASE AGREEMENT

          THIS AMENDMENT AND SUPPLEMENT NO. 2 TO THE STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of February 29, 2008, among Capella Holdings, Inc., a Delaware corporation (the “Company”), GTCR Fund VIII, L.P., a Delaware limited partnership (“Fund VIII”), GTCR Fund VIII/B, L.P., a Delaware limited partnership (“Fund VIII/B”), and GTCR Co-Invest II, L.P., a Delaware limited partnership (“GTCR Co-Invest”, and together with Fund VIII and Fund VIII/B, the “Purchasers”). Except as otherwise indicated herein, capitalized terms used and not otherwise defined herein have the meanings ascribed to such terms in the Purchase Agreement (as defined below).

          WHEREAS, the Company and the Purchasers are parties to a Stock Purchase Agreement dated as of May 4, 2005 (as amended hereby and as may be amended, the “Purchase Agreement”);

          WHEREAS, the Purchasers desire to purchase, and the Company desires to sell, an aggregate of 102,000.000 shares of Preferred Stock for an aggregate purchase price of $102,000,000.00, including 92,458.259 shares of Preferred Stock pursuant to Section 1B(b) of the Purchase Agreement; and

          WHEREAS, the Company and the Purchasers desire to amend the Purchase Agreement as set forth herein pursuant to Section 7D of the Purchase Agreement;

          NOW, THEREFORE, the parties hereto agree as follows:

          Section 1. Amendment of Section 1B(b). The fourth sentence of Section 1B(b) of the Purchase Agreement is hereby deleted in its entirety and replaced with the following sentence:

“In order to implement the foregoing, the Purchasers may purchase from time to time after the Initial Closing, upon the written request of the Board in connection with an Approved Use, first, up to an aggregate of 25,000,000 shares of Common Stock at a price of $0.08 per share and, thereafter, up to an aggregate of 196,000.000 shares of Preferred Stock at a price of $1,000.00 per share (as adjusted from time to time as a result of stock dividends, stock splits, recapitalizations and similar events) (each such purchase, a “Subsequent 1B(b) Closing”). Each Subsequent 1B(b) Closing and the Subsequent 1C Closing (as defined in Section 1C below) are hereinafter referred to as a “Subsequent Closing”.”

          Section 2. Addition of Section 1C. The following provision is hereby added to the Purchase Agreement as Section 1C:

“Subject to the terms and conditions set forth herein, including the conditions to the Purchasers’ obligations to acquire Investor Securities set

forth in Section 2M below, the Purchasers shall acquire 9,541.741 shares of Preferred Stock at a price of $1,000.00 per share (as adjusted from time to time as a result of stock dividends, stock splits, recapitalizations and similar events) (the “Subsequent 1C Closing”). For purposes of clarification, it is not intended that any of the Executives would be required to acquire Preferred Stock pursuant to the Senior Management Agreements in connection with the acquisition of Preferred Stock by the Purchasers pursuant to this Section 1C.”

          Section 3. Amendment of Section 5. Effective from and after the date hereof, Section 5B(b) of the Purchase Agreement is hereby deleted in its entirety and replaced with the following provision:

“There are no statutory or, to the best of the Company’s knowledge, contractual securityholders preemptive rights or rights of refusal with respect to the issuance of the Preferred Stock and Common Stock hereunder or the issuance of the Preferred Stock and Common Stock pursuant to Section 1B(b) or Section 1C, except as expressly contemplated in the Stockholders Agreement, the Senior Management Agreements, the Certificate of Incorporation or as provided herein. Based in part on the investment representations of the Purchasers in Section 7C hereof and of the Executives in Section 1(f) of the Senior Management Agreements, the Company has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its equity securities, and the offer, sale and issuance of the Preferred Stock and Common Stock hereunder and pursuant to Section 1B(b) and Section 1C hereof do not and will not require registration under the Securities Act or any applicable state securities laws. To the best of the Company’s knowledge, there are no agreements between the Company’s stockholders with respect to the voting or transfer of the Company’s equity securities or with respect to any other aspect of the Company’s affairs, except for the Stockholders Agreement, the Certificate of Incorporation, the Senior Management Agreements, the Registration Agreement and the Professional Services Agreement.”

          Section 4. Amendment of Section 5D. Effective from and after the date hereof, the third sentence of Section 5D of the Purchase Agreement is hereby deleted in its entirety and replaced with the following sentence:

“The execution and delivery by the Company of this Agreement, the Senior Management Agreements, the Stockholders Agreement, the Registration Agreement, the Professional Services Agreement, and all other agreements contemplated hereby or thereby to which the Company is a party, the offering, sale and issuance of the Preferred Stock and Common Stock hereunder (including pursuant to Section 1B(b) and

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Section 1C) and the fulfillment of and compliance with the respective terms hereof and thereof by the Company do not and will not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s equity securities or assets pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a violation of, or (vi) require any authorization, consent, approval, exemption or other action by or notice to any court or administrative or governmental body pursuant to, the Certificate of Incorporation of the Company or the Bylaws of the Company or any law, statute, rule or regulation to which the Company is subject, or any agreement, instrument, order, judgment or decree to which the Company is a party or by which it is bound.”

          Section 5. Amendment of definition of “Investor Preferred”. Clause (i) of the first sentence of the definition of “Investor Preferred” in the Section 6 of the Purchase Agreement is hereby deleted in its entirety and replaced with the following provision:

‘“(i) the Preferred Stock issued hereunder (including, without limitation, pursuant to Section 1B(b) and Section 1C), and”.

          Section 6. Amendment of definition of “Restricted Securities”. Clause (i) of the first sentence of the definition of “Restricted Securities” in Section 6 of the Purchase Agreement is hereby deleted in its entirety and replaced with the following provision:

‘“(i) the Preferred Stock and Common Stock issued hereunder and pursuant to Section 1B(b) and Section 1C hereof and”.

          Section 7. Amendment of Section 7A.

          7A. Clause (i) of Section 7A of the Purchase Agreement is hereby deleted in its entirety and replaced with the following clause:

“(i) the reasonable fees and expenses of their counsel arising in connection with the negotiation and execution of this Agreement and the consummation of the transactions contemplated by this Agreement (including, without limitation, fees and expenses arising with respect to any subsequent purchase of Common Stock or Preferred Stock pursuant to Section 1B(b) and Section 1C hereof),”

          7B. Clause (iii) of Section 7A of the Purchase Agreement is hereby deleted in its entirety and replaced with the following clause:

“(iii) stamp and other taxes that may be payable in respect of the execution and delivery of this Agreement or the issuance, delivery or acquisition of

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any Common Stock or Preferred Stock purchased hereunder or in accordance with Section 1B(b) or Section 1C hereof,”

          Section 8. Authorization and Closing.

          8A. Authorization of the Preferred Stock. The Company has authorized the issuance and sale to the Purchasers of 102,000.000 shares of Preferred Stock (the “Shares”) in the aggregate, having the rights and preferences set forth in the Certificate of Incorporation.

          8B. Purchase and Sale of Preferred Stock pursuant to Section 1B(b) of the Purchase Agreement. At the Closing (as defined in Section 8D below), pursuant to Section 1B(b) of the Purchase Agreement and subject to the terms and conditions set forth herein, for an aggregate purchase price of $92,458,259.00, (i) Fund VIII shall purchase from the Company, and the Company shall sell to Fund VIII, 78,298.831 shares of Preferred Stock at a price of $1,000 per share, (ii) Fund VIII/B shall purchase from the Company, and the Company shall sell to Fund VIII/B, 13,741.516 shares of Preferred Stock at a price of $1,000 per share and (iii) GTCR Co-Invest shall purchase from the Company, and the Company shall sell to Co-Invest, 417.911 shares of Preferred Stock at a price of $1,000 per share. The Shares purchased by the Purchasers hereunder constitute Securities, Investor Preferred, Investor Securities and Restricted Securities under the Purchase Agreement.

          8C. Purchase and Sale of Preferred Stock pursuant to Section 1C of the Purchase Agreement. At the Closing, pursuant to Section 1C of the Purchase Agreement and subject to the terms and conditions set forth herein, for an aggregate purchase price of $9,541,741.00, (i) Fund VIII shall purchase from the Company, and the Company shall sell to Fund VIII, 8,080.481 shares of Preferred Stock at a price of $1,000 per share, (ii) Fund VIII/B shall purchase from the Company, and the Company shall sell to Fund VIII/B, 1,418.132 shares of Preferred Stock at a price of $1,000 per share and (iii) GTCR Co-Invest shall purchase from the Company, and the Company shall sell to Co-Invest, 43.129 shares of Preferred Stock at a price of $1,000 per share. The Shares purchased by the Purchasers hereunder constitute Securities, Investor Preferred, Investor Securities and Restricted Securities under the Purchase Agreement.

          8D. The Closing. The closing of the purchase and sale of the Shares pursuant to Sections 8B and 8C above (the “Closing”) shall take place at the offices of Kirkland & Ellis LLP, 200 East Randolph Drive, Chicago, Illinois 60601 at 10:00 a.m., or by facsimile and nationally recognized courier services, effective as of the date hereof. At the Closing, the Company shall deliver to each Purchaser one or more stock certificates evidencing the Shares to be purchased by such Investor, registered in such Investor’s name, upon payment of the purchase price thereof by a cashier’s or certified check, or by wire transfer of immediately available funds to such account as designated by the Company.

          Section 9. Representations and Warranties of the Company. As a material inducement to the Purchasers to enter into this Agreement and purchase the Shares, the Company hereby represents and warrants to the Purchasers that the execution, delivery and performance of this Agreement and all other agreements contemplated hereby to which the Company is a party

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have been duly authorized by the Company. This Agreement constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms. The execution and delivery by the Company of this Agreement, the offering, sale and issuance of the Shares hereunder and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, do not and shall not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in the creation of any lien, security interest, charge or encumbrance upon the equity securities or assets of the Company or any of its Subsidiaries pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a violation of, or (vi) require any authorization, consent, approval, exemption or other action by or notice to any court or administrative or governmental body pursuant to, the Certificate of Incorporation or Bylaws or the certificate of incorporation or bylaws (or comparable governing documents) of any of the Company’s Subsidiaries, or any law, statute, rule or regulation to which the Company or any of its Subsidiaries is subject, or any agreement, instrument, order, judgment or decree to which the Company or any of its Subsidiaries is a party or by which it is bound. The representations and warranties contained in Section 5 of the Purchase Agreement are true and correct at and as of the Closing as though then made, except to the extent of changes caused by the transactions expressly contemplated by the Purchase Agreement or by the other Transaction Documents and except for changes occurring in the ordinary course of the Company’s and its Subsidiaries’ businesses that have not had a material adverse effect on the financial condition, operating results, assets or operations of the Company or any Subsidiary (including the filing of any material litigation against the Company or any Subsidiary or the existence of any material dispute with any Person that involves a reasonable likelihood of such litigation being commenced).

          Section 10. Purchasers’ Investment Representations. Each Purchaser hereby represents that such Purchaser is acquiring the Shares pursuant hereto for its own account with the present intention of holding such securities for purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws; provided that, nothing contained herein shall prevent such Purchaser and any subsequent holders of the Shares from transferring such securities in compliance with the provisions of Section 4 of the Purchase Agreement.

          Section 11. Miscellaneous.

          11A. Remedies. Each holder of Investor Securities shall have all rights and remedies set forth in this Agreement, the Purchase Agreement, the Certificate of Incorporation, the Bylaws, the Registration Agreement and the Stockholders Agreement and all rights and remedies that such holder has been granted at any time under any other agreement or contract and all of the rights that such holder has under any law. Any Person having any rights under any provision of this Agreement shall be entitled to enforce such rights specifically (without posting a bond or other security), to recover damages by reason of any material breach of any provision of this Agreement and to exercise all other rights granted by law.

          11B. Legends. Each certificate for the Shares issued pursuant to this Agreement shall be imprinted with a legend in substantially the following form:

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“THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON FEBRUARY 29, 2008 AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE STOCK PURCHASE AGREEMENT, DATED AS OF MAY 4, 2005, AS AMENDED, BY AND AMONG THE ISSUER (THE “COMPANY”) AND CERTAIN PURCHASERS, AND THE COMPANY RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. A COPY OF SUCH CONDITIONS SHALL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.

THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS, A FULL STATEMENT OF ALL OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREON AUTHORIZED TO BE ISSUED BY THE COMPANY AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS.”

          11C. Consent to Amendments. Except as otherwise expressly provided herein, the provisions of this Agreement may be amended and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent of the Majority Holders. No other course of dealing between the Company and the holder of any Shares or any delay in exercising any rights hereunder or under the Certificate of Incorporation shall operate as a waiver of any rights of any such holders. For purposes of this Agreement, shares of Preferred Stock or Common Stock held by the Company or any of its Subsidiaries shall not be deemed to be outstanding.

          11D. Survival of Representations and Warranties. All representations and warranties contained herein or made in writing by any party in connection herewith shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, regardless of any investigation made by an Purchaser or on its behalf.

          11E. Successors and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and assigns of the parties hereto whether so expressed or not. In addition, and whether or not any express assignment has been made, the provisions of this Agreement that are for each Investor’s benefit as a purchaser or holder of the Shares are also for the benefit of, and enforceable by, any subsequent holder of the Shares. The rights and obligations of each Purchaser under this Agreement and the agreements

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contemplated hereby may be assigned by such Purchaser at any time, in whole or in part, to any investment fund managed by GTCR Golder Rauner, L.L.C. or GTCR Golder Rauner II, L.L.C. or any successor thereto.

          11F. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

          11G. Counterparts. This Agreement may be executed simultaneously in two or more counterparts (including by means of telecopied signature pages), any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same Agreement.

          11H. Governing Law. All issues and questions concerning the construction, validity and interpretation of this Agreement and the exhibits and schedules hereto shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

          11I. Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given when (i) delivered personally to the recipient, (ii) sent to the recipient by reputable express courier service (charges prepaid), (iii) mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid, or (iv) telecopied to the recipient (with hard copy sent to the recipient by reputable overnight courier service (charges prepaid) that same day) if telecopied before 5:00 p.m. Chicago, Illinois time on a business day, and otherwise on the next business day. Such notices, demands and other communications shall be sent to the Purchasers and to the Company at the addresses indicated in the Purchase Agreement or to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party.

          11J. Approved Use. The Purchasers hereby approve the Company’s use of the funds received pursuant to this Agreement with respect to the Preferred Stock acquired by the Purchasers pursuant to Section 1B(b) of the Purchase Agreement as an Approved Use.

*   *   *   *   *

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          IN WITNESS WHEREOF, the parties hereto have executed this Amendment and Supplement No. 2 to the Stock Purchase Agreement effective as of the date first written above.

CAPELLA HOLDINGS, INC.
By:	/s/ Howard T. Wall III
Name:	Howard T. Wall III
Its:
GTCR FUND VIII, L.P.
By: Its:	GTCR Partners VIII, L.P. General Partner
By: Its:	GTCR Golder Rauner II, L.L.C. General Partner
By:	/s/ Joseph P. Nolan
Name:	Joseph P. Nolan
Its:	Principal
GTCR FUND VIII/B, L.P.
By: Its:	GTCR Partners VIII, L.P. General Partner
By: Its:	GTCR Golder Rauner II, L.L.C. General Partner
By:	/s/ Joseph P. Nolan
Name:	Joseph P. Nolan
Its:	Principal
GTCR CO-INVEST II, L.P.
By: Its:	GTCR Golder Rauner II, L.L.C. General Partner
By:	/s/ Joseph P. Nolan
Name:	Joseph P. Nolan
Its:	Principal

[Signature Page to Amendment and Supplement No. 2 to Stock Purchase Agreement]

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EX-10.4

EXHIBIT 10.4

STOCKHOLDERS AGREEMENT

          THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is made as of May 4, 2005 by and among (i) Capella Holdings, Inc., a Delaware corporation (the “Company”), (ii) GTCR Fund VIII, L.P., a Delaware limited partnership (“Fund VIII”), GTCR Fund VIII/B, L.P., a Delaware limited partnership (“Fund VIII/B”), GTCR Co-Invest II, L.P., a Delaware limited partnership (“GTCR Co-Invest”), and any investment fund managed by GTCR Golder Rauner L.L.C., a Delaware limited liability company (“GTCR I”) or GTCR Golder Rauner II L.L.C., a Delaware limited liability company (“GTCR II”), or any of its Affiliates, that at any time executes a counterpart of this Agreement or otherwise agrees to be bound by this Agreement (each, an “Investor” and collectively, the “Investors”), (iii) each of the executives of the Company set forth on the attached Schedule of Stockholders under the heading “Executives” and any other executive employee of the Company or its Subsidiaries who, at any time, acquires Stockholder Shares of the Company in accordance with Section 13 hereof and executes a counterpart of this Agreement or otherwise agrees to be bound by this Agreement (each, an “Executive” and collectively, the “Executives”), and (iv) each of the other Persons set forth from time to time on the attached Schedule of Stockholders under the heading “Other Stockholders” who, at any time, acquires Stockholder Shares of the Company in accordance with Section 11 or 13 hereof and executes a counterpart of this Agreement or otherwise agrees to be bound by this Agreement. The Investors, the Executives and the other Persons listed on the Schedule of Stockholders are collectively referred to herein as the “Stockholders” and individually as a “Stockholder.” Capitalized terms used but not otherwise defined herein are defined in Section 10 hereof.

          WHEREAS, the Investors will purchase shares of the Company’s Preferred Stock, par value $0.01 per share (the “Preferred Stock”), and shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), pursuant to a Stock Purchase Agreement between the Investors and the Company dated as of the date hereof (as amended from time to time pursuant to its terms, the “Purchase Agreement”);

          WHEREAS, pursuant to the Senior Management Agreements between the Company and each of Daniel S. Slipkovich, James Thomas Anderson, Samuel H. Moody and David Andrew Slusser, such Executives will each purchase shares of Common Stock and Preferred Stock;

          WHEREAS, the Company and the Stockholders desire to enter into this Agreement for the purposes, among others, of (i) establishing the composition of the Company’s Board of Directors (the “Board”), (ii) limiting the manner and terms by which Stockholder Shares and interests in the Company may be Transferred and (iii) assuring continuity in the ownership of the Company; and

          WHEREAS, the execution and delivery of this Agreement is a condition to the Investors’ purchase of Common Stock and Preferred Stock pursuant to the Purchase Agreement.

          NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

          1. Board of Directors; Voting.

          (a) From and after the date of this Agreement and until the provisions of this Section 1 cease to be effective, each holder of Stockholder Shares shall vote all of his or its Stockholder Shares which are voting shares and any other voting securities of the Company over which such holder has voting control and shall take all other necessary or desirable actions within his or its control as a stockholder (including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary and desirable actions within its control (including, without limitation, calling special board and stockholder meetings), so that:

                    (i) the authorized number of directors on the Company’s board of directors (the “Board”) shall initially consist of four (4) directors and may be increased to such other number as the Investor Majority shall determine from time to time; provided that, except as otherwise provided herein, the number of directors shall not be less than four (4) directors;

                    (ii) the following persons shall be elected to the Board:

               (A) one (1) representative designated by Fund VIII, who shall initially be Joseph P. Nolan, and up to one (1) additional representative designated by Fund VIII at its sole discretion (collectively, the “Fund VIII Directors”);

               (B) one (1) representative designated by Fund VIII/B (the “Fund VIII/B Director” and, collectively with the Fund VIII Directors, the “Investor Directors”), who initially shall be Peter M. Stavros;

               (C) the Company’s chief executive officer, who shall initially be Daniel S. Slipkovich and the Company’s president, who shall initially be James Thomas Anderson (the “Executive Directors”);

               (D) any additional representatives designated by the Investor Majority after consultation with the Executive Directors (the “Additional Directors” and, together with the Investor Directors and the Executive Directors, the “Directors”), provided that no Additional Director shall be a member of the Company’s management or an employee or officer of the Company or its Subsidiaries, and provided further that if the Investor Majority and the Executive Directors are unable to agree on an Additional Director within 10 days after the date specified by the Investor Majority for electing such Additional Director, then

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the Investor Majority shall in its sole discretion, designate the Additional Directors;

               (iii) the composition of any committee of the Board shall include the Investor Directors, except to the extent an Investor Director elects not to serve on such committee;

               (iv) the composition of the board of directors of each of the Company’s Subsidiaries (a “Sub Board”) shall be the same as that of the Board, except to the extent a Director elects not to serve on a Sub Board;

               (v) the removal from the Board, a Sub Board or a committee (with or without cause) of any Fund VIII Director or any Additional Director shall be upon (and only upon) the written request of Fund VIII and such Director shall be removed promptly after such time and the removal from the Board, any Sub Board, or any committee (with or without cause) of the Fund VIII/B Director shall be upon (and only upon) the written request of Fund VIII/B and such Director shall be removed promptly after such time;

               (vi) if an Executive Director ceases to be employed by the Company or its Subsidiaries, such Executive Director shall be removed promptly after such time from the Board, each Sub Board and each committee and such vacancy shall be filled by the successor chief executive officer or president, as applicable; and

               (vii) if at any time a vacancy is created on the Board by reason of the incapacity, death, removal or resignation of a Director, such vacancy shall automatically reduce the number of directors pro tanto, until such time as the holders of the Stockholder Shares entitled to designate such Director pursuant to Section 1(a) shall designate a Director to fill such vacancy or such new chief executive officer or president is appointed, as applicable, and such Director shall have been elected to the Board in accordance with this Agreement and the Company’s bylaws, whereupon the number of Directors shall be automatically increased pro tanto. Upon receipt of notice of the designation of a nominee pursuant to this Section 1(a), each Stockholder shall, as soon as practicable after the date of such notice, take action, including the voting of his or its voting securities, to elect the Director so designated to fill such vacancy.

          (b) The Company shall pay all reasonable out of pocket expenses incurred by each Director in connection with attending regular and special meetings of the Board, any Sub Board and any committee thereof.

          (c) The provisions of this Section 1 shall terminate automatically and be of no further force and effect upon the consummation of a Sale of the Company. The provisions of this Section 1 shall terminate with respect to a Subsidiary of the Company upon the consummation of an underwritten registered public offering by such Subsidiary.

          2. Restrictions on Transfer.

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          (a) Transfer of Stockholder Shares. No holder of Stockholder Shares shall Transfer any interest in Stockholder Shares prior to the fifth anniversary of the date hereof, without the prior written consent of the Investor Majority, except Transfers (i) to a Permitted Transferee in accordance with Section 2(b), in accordance with Section 3 of this Agreement, or (iii) pursuant to a Public Sale or an Approved Sale in accordance with this Agreement.

          (b) Permitted Transfers. The restrictions set forth in Section 2(a) shall not apply to (i) any Transfer of Stockholder Shares by any Stockholder to or among its Affiliates or Family Group, (ii) any Transfer of Stockholder Shares to any Investor, (iii) a repurchase of Stockholder Shares by the Company or an exchange or conversion of the same pursuant to the terms of any Senior Management Agreement, (iv) a Public Sale, or (v) an Approved Sale (as defined in Section 5(a)); provided that the restrictions contained in this Agreement will continue to be applicable to the Stockholder Shares after any Transfer pursuant to clause (i) or (ii) above and the transferee of such Stockholder Shares shall agree in writing to be bound by the provisions of this Agreement. Upon the Transfer of Stockholder Shares pursuant to clause (i) or (ii) of the previous sentence, the transferees will deliver a written notice to the Company, which notice will disclose in reasonable detail the identity of such transferee. A transferee permitted pursuant to this Section 2(b) who receives a Transfer of Stockholder Shares in accordance with this Agreement shall be referred to herein as a “Permitted Transferee.” Notwithstanding the foregoing, no party hereto shall avoid the provisions of this Agreement by (i) making one or more Transfers to one or more Permitted Transferees and then disposing of all or any portion of such party’s interest in any such Permitted Transferee or (ii) by Transferring the securities of any Person holding (directly or indirectly) Stockholder Shares.

          (c) Termination of Restrictions. The restrictions on the Transfer of Stockholder Shares set forth in this Section 2 shall continue with respect to each Stockholder Share until the date on which such Stockholder Share has been transferred in a Public Sale or pursuant to a Sale of the Company that meets the conditions for Transfer set forth in this Section 2.

          3. Participation Rights.

          (a) Subject to Section 3(c) below, at least 30 days prior to any Transfer of any Stockholder Shares by one or more of the Investors (each, a “Transferring Investor”), such Transferring Investor(s) shall deliver a written notice (the “Tag-Along Notice”) to the Company and the other Stockholders (the “Tag-Along Stockholders”) specifying in reasonable detail the identity of the prospective transferee(s), the number and class or classes of Stockholder Shares to be transferred and the terms and conditions of the Transfer. The Tag-Along Stockholders may elect to participate in the contemplated Transfer by delivering written notice to each of the Transferring Investors within 15 days after delivery of the Tag-Along Notice. If any Tag-Along Stockholders have elected to participate in such Transfer, the Transferring Investor and such Tag-Along Stockholders will be entitled to sell in the contemplated Transfer, at the same price per share and on the same terms, a number of Stockholder Shares of such class equal to the product of (A) the quotient determined by dividing the percentage of Stockholder Shares of such class owned by such Person by the aggregate percentage of Stockholder Shares of such class owned by the Transferring Investor and the Tag-Along Stockholders participating in such sale and (B) the number and class of Stockholder Shares to be sold in the contemplated Transfer.

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          (b) The Transferring Investor(s) will use commercially reasonable efforts to obtain the agreement of the prospective transferee(s) to the participation of the Tag-Along Stockholders in any contemplated Transfer, and the Transferring Investor(s) will not transfer any of its Stockholder Shares to the prospective transferee(s) unless (A) the prospective transferee(s) agrees to allow the participation of the Tag-Along Stockholders or (B) the Transferring Investor(s) agree to purchase the number of such class of Stockholder Shares from the Tag-Along Stockholders that the Tag-Along Stockholders would have been entitled to sell pursuant to this Section 3(b) for the consideration per share to be paid to the Transferring Investor(s) by the prospective transferee(s).

          (c) Notwithstanding anything to the contrary in any other provision of this Agreement, the restrictions set forth in this Section 3 shall not apply to (i) any Transfer of Stockholder Shares by the Investors to or among their Affiliates or any other Investor or (ii) Transfers to Permitted Transferees pursuant to and in accordance with the provisions of Section 2(b) above; provided that the restrictions contained in this Agreement will continue to be applicable to the Stockholder Shares after any Transfer pursuant to clause (i) and the transferee of such Stockholder Shares shall agree in writing to be bound by the provisions of this Agreement. Upon the Transfer of Stockholder Shares pursuant to clause (i) of the previous sentence, the transferees will deliver a written notice to the Company, which notice will disclose in reasonable detail the identity of such transferee.

          (d) Notwithstanding anything in this Section 3 to the contrary, if the Transferring Investor intends to simultaneously Transfer a combination of more than one class of Stockholder Shares and/or any debt securities, the Tag-Along Stockholders may only participate in such Transfer if such Tag-Along Stockholders Transfer both such classes of Stockholder Shares and/or other debt securities in accordance with the formula set forth in this Section 3 above.

          (e) Each Stockholder transferring Stockholder Shares pursuant to this Section 3 shall pay its pro rata share (based on the number of Stockholder Shares to be sold) of the expenses incurred by the Transferring Stockholders in connection with such transfer and shall be obligated to join on a pro rata basis (based on the number of Stockholder Shares to be sold) in any indemnification or other obligations of the Transferring Stockholder agrees to provide in connection with such transfer (other than any such obligations that relate specifically to a particular Stockholder such as indemnification with respect to representations and warranties given by a Stockholder regarding such Stockholder’s title to and ownership of Stockholder Shares).

          (f) The provisions of this Section 3 will terminate upon the first to occur of (i) the consummation of a Sale of the Company and (ii) the consummation of a Public Offering.

          4. First Refusal Rights.

          (a) Subject to Section 2 above and prior to making any Transfer of Stockholder Shares, any Stockholder (other than the Investors) desiring to make such Transfer (the “Transferring Stockholder”) will give written notice (the “Sale Notice”) to the Company and

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the other Stockholders (collectively, the “Sale Notice Recipients”). The Sale Notice will disclose in reasonable detail the identity of the prospective transferee(s), the number of Stockholder Shares to be transferred and the terms and conditions of the proposed transfer. Such Transferring Stockholder will not consummate any Transfer until 45 days after the Sale Notice has been given to the Sale Notice Recipients, unless the parties to the Transfer have been finally determined pursuant to this Section 4 prior to the expiration of such 45-day period. (The date of the first to occur of such events is referred to herein as the “Authorization Date”.)

          (b) The Company may elect to purchase all (but not less than all) of such Stockholder Shares to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering a written notice of such election to the Transferring Stockholder and the Sale Notice Recipients (other than the Company) within 20 days after the Sale Notice has been given to the Company. If the Company has not elected to purchase all of the Stockholder Shares to be transferred, the Stockholders may elect to purchase all (but not less than all) of the Stockholder Shares to be transferred upon the same terms and conditions as those set forth in the Sale Notice by giving written notice of such election to such Transferring Stockholder within 25 days after the Sale Notice has been given to the Stockholders. If more than one Stockholder elects to purchase the Stockholder Shares to be transferred, the shares of Stockholder Shares to be sold shall be allocated among the Stockholders pro rata according to the number of shares of such class of Stockholder Shares owned by each Stockholder on a fully diluted basis. If neither the Company nor the Stockholders elects to purchase all of the Stockholder Shares specified in the Sale Notice, the Transferring Stockholder may transfer the Stockholder Shares specified in the Sale Notice at a price and on terms no more favorable to the transferee(s) thereof than specified in the Sale Notice (so long as such Person is not a competitor of the Company or any of its Subsidiaries as determined by the Board in its reasonable good faith judgment) during the 60-day period immediately following the Authorization Date. Any Stockholder Shares not Transferred within such 60-day period will be subject to the provisions of this Section 4 upon subsequent Transfer. The Company may pay the purchase price for such shares by offsetting amounts outstanding under any bona fide debts owed by the Transferring Stockholder to the Company.

          (c) The restrictions of this Section 4 will not apply with respect to Transfers to Permitted Transferees.

          (d) Notwithstanding anything herein to the contrary, except pursuant to clause (c) above, in no event shall any Transfer of Stockholder Shares pursuant to this Section 4 be made for any consideration other than cash payable upon consummation of such Transfer.

          (e) The restrictions set forth in this Section 4 shall continue with respect to each share of Stockholder Shares until the earliest of (i) the consummation of a Public Offering, (ii) the date on which such share of Stockholder Shares has been transferred in a Public Sale, (iii) the consummation of an Approved Sale, and (iv) the date on which such shares of Stockholder Shares have been transferred pursuant to this Section 4 (other than pursuant to Section 4(c) and other than a transfer to a Stockholder purchasing from a Transferring Stockholder pursuant to Section 4(b)).

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          5. Sale of the Company.

          (a) If the Board and the Investor Majority approve a Sale of the Company (an “Approved Sale”), each holder of Stockholder Shares shall vote for, consent to and raise no objections against such Approved Sale; provided that no Stockholder shall be required to enter into any agreement or obligation that would require such Stockholder to provide indemnification (x) other than on a pro rata basis based on such Stockholder’s proportional ownership of the Company (other than indemnification with respect to such Stockholder’s individual representations, warranties and covenants) or (y) in an aggregate amount greater than the proceeds received by such Stockholder pursuant to such Sale of the Company. If the Approved Sale is structured as a (i) merger or consolidation, each holder of Stockholder Shares shall waive any dissenters’ rights, appraisal rights or similar rights in connection with such merger or consolidation, (ii) sale of Stockholder Shares, each holder of Stockholder Shares shall agree to sell all of his, her or its Stockholder Shares or rights to acquire Stockholder Shares on the terms and conditions approved by the Board and the Investor Majority or (iii) sale of assets, each holder of Stockholder Shares shall vote such holder’s Stockholder Shares to approve such sale and any subsequent liquidation of the Company or other distribution of the proceeds therefrom, whether by written consent or at a stockholders’ meeting (as requested by the Board and the Investor Majority). Each holder of Stockholder Shares shall take all necessary or desirable actions in connection with the consummation of the Approved Sale as requested by the Company.

          (b) The obligations of the holders of Stockholder Shares with respect to the Approved Sale of the Company are subject to the terms of Section 6 below.

          (c) If either the Company or the holders of any class of Stockholder Shares enter into a negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities and Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the holders of Stockholder Shares will, at the request of the Company, appoint a purchaser representative (as such term is defined in Rule 501) reasonably acceptable to the Company. If any holder of Stockholder Shares appoints a purchaser representative designated by the Company, the Company will pay the fees of such purchaser representative, but if any holder of Stockholder Shares declines to appoint the purchaser representative designated by the Company such holder will appoint another purchaser representative, and such holder will be responsible for the fees of the purchaser representative so appointed.

          (d) Holders of Stockholder Shares will bear their pro rata share (based upon the amount of consideration received by such holder for his or its Stockholder Shares in such Approved Sale) of the costs of any sale of such Stockholder Shares pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all holders of Stockholder Shares and are not otherwise paid by the Company or the acquiring party. For purposes of this Section 5(d), costs incurred in exercising reasonable efforts to take all actions in connection with the consummation of an Approved Sale in accordance with Section 5(a) shall be deemed to be for the benefit of all holders of Stockholder Shares. Costs incurred by holders of Stockholder Shares on their own behalf will not be considered costs of the transaction hereunder.

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          6. Distributions upon Sale of the Company. In the event of an Approved Sale, each Stockholder shall receive in exchange for the Stockholder Shares held by such Stockholder the same portion of the aggregate consideration from such Approved Sale that such Stockholder would have received if such aggregate consideration had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in the Company’s Certificate of Incorporation as in effect immediately prior to the consummation of such Approved Sale. Each holder of Stockholder Shares shall take all necessary or desirable actions in connection with the distribution of the aggregate consideration from such sale or exchange as requested by the Company. Notwithstanding any provision to the contrary, any or all holders of Stockholder Shares representing then currently exercisable options or warrants to acquire Common Stock may be given an opportunity, at the Board’s discretion, to exercise such options or warrants prior to the consummation of the Approved Sale and participate in such sale as holders of Common Stock.

          7. Public Offering. In the event that the Board or the Investor Majority approves an initial Public Offering, the holders of Stockholder Shares shall take all necessary or desirable actions requested by the Board or the Investors in connection with the consummation of such Public Offering, including, without limitation, consenting to, voting for and waiving any dissenters rights, appraisal rights or similar rights with respect to a reorganization of the Company and compliance with the requirements of all laws and regulatory bodies that are applicable or that have jurisdiction over such Public Offering. In the event that such Public Offering is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the Company’s capital structure would adversely affect the marketability of the offering, each holder of Stockholder Shares shall consent to and vote for a recapitalization, reorganization or exchange (each, a “Recapitalization”) of any class of Stockholder Shares into securities that the managing underwriters, the Board and the Investor Majority find acceptable and shall take all necessary and desirable actions in connection with the consummation of such Recapitalization; provided that any resulting securities shall take into account the rights and preferences of each class of securities under the Company’s Certificate of Incorporation, including any accrued or unpaid dividends owed to any holder of securities.

          8. Holdback Agreement. To the extent not inconsistent with applicable law, each holder of Stockholder Shares shall not effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities, options, or rights convertible into or exchangeable or exercisable for such securities, during the seven days prior to and the 180-day period beginning on the effective date of any initial public offering or any underwritten Demand Registration or any underwritten Piggyback Registration in which Registrable Securities are included (except as part of such underwritten registration or pursuant to registrations on Form S-4 or Form S-8 or any successor form), except to extent the underwriters managing the registered public offering otherwise agree with respect to all Stockholders.

          9. Legend. Each certificate evidencing Stockholder Shares and each certificate issued in exchange for or upon the transfer of any Stockholder Shares (if such securities remain Stockholder Shares as defined herein after such transfer) shall be stamped or otherwise imprinted with a legend in substantially the following form:

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“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER AND VOTING AND OTHER RESTRICTIONS PURSUANT TO A STOCKHOLDERS AGREEMENT DATED AS OF MAY ____, 2005 AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”) AND CERTAIN OF THE COMPANY’S STOCKHOLDERS. A COPY OF SUCH STOCKHOLDERS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.

THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS, A FULL STATEMENT OF ALL OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREON AUTHORIZED TO BE ISSUED BY THE COMPANY AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS.”

The Company shall imprint such legend on certificates evidencing Stockholder Shares outstanding prior to the date hereof. The legend set forth above shall be removed from the certificates evidencing any securities which cease to be Stockholder Shares.

          10. Definitions.

          “Affiliate” means, (i) with respect to any Person, any Person that controls, is controlled by or is under common control with such Person or an Affiliate of such Person, and (ii) with respect to any Investor, any general or limited partner of such Investor, any employee or owner of any such partner, or any other Person controlling, controlled by or under common control with such Investor; it being understood and agreed that GTCR I and its Affiliates shall for all purposes hereunder be Affiliates of GTCR II.

          “Capital Stock” means, collectively, the Preferred Stock, the Common Stock and any other capital stock hereafter created by the Company, as the context may require.

          “Demand Registration” has the meaning given to such term in the Registration Agreement.

          “Family Group” means a Person’s spouse and descendants (whether natural or adopted), and any trust, family limited partnership, limited liability company or other entity wholly owned, directly or indirectly, by such Person or such Person’s spouse and/or descendants that is and remains solely for the benefit of such Person and/or such Person’s spouse and/or descendants and any retirement plan for such Person.

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          “Investor Majority” means the holders of a majority of the Common Stock held by the Investors.

          “Person” means an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, an investment fund, any other business entity and a governmental entity or any department, agency or political subdivision thereof.

          “Piggyback Registration” has the meaning given to such term in the Registration Agreement.

          “Public Offering” means the sale in an underwritten public offering registered under the Securities Act of the equity securities of the Company (or any successor thereto) approved by the Board.

          “Public Sale” means any sale of Stockholder Shares (i) to the public pursuant to an offering registered under the Securities Act or (ii) to the public through a broker, dealer or market maker pursuant to the provisions of Rule 144 (other than Rule 144(k) prior to a Public Offering) adopted under the Securities Act.

          “Registrable Securities” has the meaning given to such term in the Registration Agreement.

          “Registration Agreement” means that certain Registration Rights Agreement, dated as of the date hereof, by and among the Company, the Investors and the other parties thereto, as amended from time to time pursuant to its terms.

          “Sale of the Company” means any transaction or series of transactions pursuant to which any Person or group of related Persons (other than the Investors and their Affiliates) in the aggregate acquire(s) (i) 50% of the Common Stock outstanding at the time of such transaction or series of transactions or (ii) all or substantially all of the Company’s assets determined on a consolidated basis; provided that a Public Offering shall not constitute a Sale of the Company.

          “Securities Act” means the Securities Act of 1933, as amended from time to time.

          “Senior Management Agreements” means the Senior Management Agreements, dated as of the date hereof, with each of Daniel S. Slipkovich, James Thomas Anderson, Samuel H. Moody and David Andrew Slusser, or any other agreements for the sale of equity securities between the Company and any employees of the Company or its Subsidiaries, as approved by the Board.

          “Stockholder Shares” means (i) any shares of the Company’s Preferred Stock or Common Stock purchased or otherwise acquired by any Stockholder, (ii) any equity securities issued or issuable directly or indirectly with respect to the Stockholder Shares referred to in clause (i) above by way of a stock dividend or stock split or in connection with a combination of stock, recapitalization, merger, consolidation or other reorganization, and (iii) any other shares of any class or series of equity securities of the Company held by a Stockholder; provided that

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Stockholder Shares shall not include nonvoting Stockholder Shares described in this clause (iii) for purposes of Section 8 hereof. For purposes of this Agreement, each Stockholder who holds options or warrants to acquire Stockholder Shares shall be deemed to be the holder of all Stockholder Shares issuable (at the time of such determination) upon the exercise of such options or warrants. As to any particular equity securities constituting Stockholder Shares, such Stockholder Shares will cease to be Stockholder Shares when they have been (x) effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them or (y) sold to the public through a broker, dealer or market maker pursuant to Rule 144 (or any similar provision then in force) under the Securities Act.

          “Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association, or business entity of which (i) if a corporation, a majority of the total voting power of shares of 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 owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association, or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association, or other business entity gains or losses or shall be or control any managing director or general partner of such limited liability company, partnership, association, or other business entity. For purposes hereof, references to a “Subsidiary” of any Person shall be given effect only at such times that such Person has one or more Subsidiaries, and, unless otherwise indicated, the term “Subsidiary” refers to a Subsidiary of the Company.

          “Transfer” means to sell, transfer, assign, pledge or otherwise dispose of (whether with or without consideration and whether voluntarily or involuntarily or by operation of law), but explicitly excluding exchanges of one class of Stockholder Shares to or for another class of Stockholder Shares.

          11. Transfers; Transfers in Violation of Agreement. Prior to Transferring any Stockholder Shares to any Person, the Transferring Stockholder shall cause the prospective transferee to execute and deliver to the Company, the Investors and the other Stockholders a counterpart of this Agreement. Any Transfer or attempted Transfer of any Stockholder Shares in violation of any provision of this Agreement shall be void, and the Company shall not record such Transfer on its books or treat any purported transferee of such Stockholder Shares as the owner of such securities for any purpose.

          12. Failure to Comply with Investment Obligations. To the extent any Executive or Other Stockholder fails to comply with such Person’s obligation to invest in securities of the Company pursuant to a written agreement with the Company (an “Investment Agreement”), such Person’s Stockholder Shares shall be subject to repurchase as and to the extent set forth in such Person’s Investment Agreement.

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          13. Additional Stockholders. In connection with the issuance of any additional equity securities of the Company to any Person, the Company, with the consent of the Investor Majority, may permit such Person to become a party to this Agreement and succeed to all of the rights and obligations of a “Stockholder” under this Agreement by obtaining an executed joinder to this Agreement, a form of which is attached hereto as Exhibit A and, upon such execution, such Person shall for all purposes be a “Stockholder” party to this Agreement.

          14. Right of First Offer.

               (a) If the Company issues or sells any Capital Stock to the Investors, the Company shall offer to sell to each Executive and Other Stockholder a percentage of such Capital Stock equal to the quotient determined by dividing (1) the aggregate number of shares of Common Stock issued to such Stockholder prior to such issuance (other than shares of Common Stock which are not vested pursuant to a Senior Management Agreement, a restricted stock purchase agreement or similar agreement) by (2) the aggregate number of shares of Common Stock issued and outstanding immediately prior to such issuance (other than shares of Common Stock which are not vested pursuant to a Senior Management Agreement, a restricted stock purchase agreement or similar agreement). Each Executive and Other Stockholder shall be entitled to purchase such Capital Stock on the same terms as such Capital Stock are purchased by the Investors; provided that if the Investors are required to also purchase other securities (including debt securities) of the Company or any of its Subsidiaries, the Executives and Other Stockholders shall also be required to purchase their pro rata portion of such securities (on the same terms and conditions) that the Investors are required to purchase.

               (b) In order to exercise such Stockholder’s purchase rights hereunder, the Stockholders must within 15 days after receipt of written notice from the Company describing the Capital Stock being offered, the purchase price thereof, the payment terms and such holder’s percentage allotment deliver a written notice to the Company describing such Stockholder’s election hereunder (which election shall be absolute and unconditional).

               (c) Upon the expiration of the offering period described above, the Company shall be entitled to sell such Capital Stock which the Stockholders have not elected to purchase during the 180 days following such expiration. Any Capital Stock offered or sold by the Company to the Investors after such 180-day period must be reoffered to the Stockholders pursuant to the terms of this Section.

               (d) The provisions of this Section 14 shall terminate upon the earlier to occur of (i) the consummation of a Public Offering and (ii) the consummation of a Sale of the Company.

          15. Representations and Warranties. Each Stockholder represents and warrants that (i) this Agreement has been duly authorized, executed and delivered by such Stockholder and constitutes the valid and binding obligation of such Stockholder, enforceable in accordance with its terms, and (ii) such Stockholder has not granted and is not a party to any proxy, voting trust or other agreement that is inconsistent with, conflicts with or violates any provision of this Agreement. No holder of Stockholder Shares shall grant any proxy or become a

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party to any voting trust or other agreement that is inconsistent with, conflicts with or violates any provision of this Agreement.

          16. Amendment and Waiver. Except as otherwise provided herein, no modification, amendment or waiver of any provision of this Agreement shall be effective against the Company or the Stockholders unless such modification, amendment or waiver is approved in writing by the Company, the Investor Majority and the holders of a majority of the outstanding Common Stock held by the Stockholders; provided that no such amendment or modification that would adversely affect one class or group of holders of Stockholder Shares, including without limitation the Executives, in a manner different than any other class or group of holders of Stockholder Shares shall be effective against such class or group of holders of Stockholder Shares without the prior written consent of at least a majority of such class or group adversely affected thereby. The failure of any party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms.

          17. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

          18. Entire Agreement. This Agreement, those documents expressly referred to herein and other documents of even date herewith embody the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

          19. Inconsistent Agreements Neither the Company nor any of its Subsidiaries will hereafter enter into any agreement with respect to its securities that is inconsistent with or violates the rights granted to Stockholders in this Agreement without the prior written consent of the Investors.

          20. Successors and Assigns. Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable by the Company and its successors and assigns and the Stockholders and any subsequent holders of Stockholder Shares and the respective successors and assigns of each of them, so long as they hold Stockholder Shares.

          21. Counterparts. This Agreement may be executed in separate counterparts (including by means of telecopied signature pages) each of which shall be an original and all of which taken together shall constitute one and the same agreement.

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          22. Remedies. The Company and each Stockholder shall be entitled to enforce their rights under this Agreement specifically to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights existing in their favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that the Company and each Stockholder may in its sole discretion apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive relief (without posting a bond or other security) in order to enforce or prevent any violation of the provisions of this Agreement.

          23. Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given when (i) delivered personally to the recipient, (ii) sent to the recipient by reputable express courier service (charges prepaid), (iii) mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid, or (iv) telecopied to the recipient (with hard copy sent to the recipient by reputable overnight courier service (charges prepaid) that same day) if telecopied before 5:00 p.m. Chicago, Illinois time on a business day, and otherwise on the next business day. Such notices, demands and other communications shall be sent to the to the Company at the addresses indicated below and to any other recipient at the address indicated on the schedules hereto and to any subsequent holder of Stockholder Shares subject to this Agreement at such address as indicated by the Company’s records, or at such address or to the attention of such other Person as the recipient party has specified by prior written notice to the sending party:

If to the Company:

Capella Holdings, Inc.
214 Overlook Circle #250
Brentwood, TN 37027
Attention: Chief Executive Officer
Telephone: (615) 376-9221
Facsimile: (615) 221-8735

with copies to:

GTCR Fund VIII, L.P., GTCR Fund VIII/B, L.P. and
GTCR Co-Invest II, L.P.
c/o GTCR Golder Rauner II, L.L.C.
6100 Sears Tower
Chicago, Illinois 60606-6402
Attention: Joseph P. Nolan
                  Peter M. Stavros
Telephone: (312) 382-2200
Facsimile: (312) 382-2201

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Kirkland & Ellis LLP
200 East Randolph Drive
Chicago, Illinois 60601
Attention: Kevin R. Evanich, P.C.
                  Jeffrey A. Fine, Esq.
Telephone: (312) 861-2000
Facsimile: (312) 861-2200

          24. Governing Law. All issues and questions concerning the construction, validity, interpretation and enforceability of this Agreement and the exhibits and schedules hereto shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

          25. Mutual Waiver of Jury Trial. Because disputes arising in connection with complex transactions are most quickly and economically resolved by an experienced and expert person and the parties wish applicable state and federal laws to apply (rather than arbitration rules), the parties desire that their disputes be resolved by a judge applying such applicable laws. Therefore, to achieve the best combination of the benefits of the judicial system and of arbitration, each party to this agreement hereby waives all rights to trial by jury in any action, suit, or proceeding brought to resolve any dispute between or among any of the parties hereto, whether arising in contract, tort, or otherwise, arising out of, connected with, related or incidental to this agreement and/or the transactions contemplated hereby.

          26. Descriptive Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. Whenever required by the context, any pronoun used in this Agreement shall include the corresponding masculine, feminine, or neuter forms, and the singular form of nouns, pronouns, and verbs shall include the plural and vice versa. The use of the word “including” in this Agreement shall be, in each case, by way of example and without limitation. The use of the words “or,” “either,” and “any” shall not be exclusive. Reference to any agreement, document, or instrument means such agreement, document, or instrument as amended or otherwise modified from time to time in accordance with the terms thereof, and, if applicable, hereof.

          27. No Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

          28. Delivery by Facsimile. This Agreement, the agreements referred to herein, and each other agreement or instrument entered into in connection herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent signed

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and delivered by means of a facsimile machine, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall reexecute original forms thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine as a defense to the formation or enforceability of a contract and each such party forever waives any such defense.

* * * * *

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          IN WITNESS WHEREOF, the parties hereto have executed this Stockholders Agreement on the day and year first above written.

CAPELLA HOLDINGS, INC.
By:
Name:	Daniel S. Slipkovich
Its:	Chief Executive Officer
GTCR FUND VIII, L.P.
By:	GTCR Partners VIII, L.P.
Its:	General Partner
By:	GTCR Golder Rauner II, L.L.C.
Its:	General Partner
By:
Name:
Its:	Principal
GTCR FUND VIII/B, L.P.
By:	GTCR Partners VIII, L.P.
Its:	General Partner
By:	GTCR Golder Rauner II, L.L.C.
Its:	General Partner
By:
Name:
Its:	Principal
GTCR CO-INVEST II, L.P.
By:	GTCR Golder Rauner II, L.L.C.
Its:	General Partner
By:
Name:
Its:	Principal

SIGNATURE PAGE TO THE STOCKHOLDERS AGREEMENT

Daniel S. Slipkovich

James Thomas Anderson

Samuel H. Moody

David Andrew Slusser

SIGNATURE PAGE TO THE STOCKHOLDERS AGREEMENT

SCHEDULE OF STOCKHOLDERS

Investors

GTCR Fund VIII, L.P.
C/o GTCR Golder Rauner II, L.L.C.
6100 Sears Tower
Chicago, Illinois 60606-6402

Attention: Joseph P. Nolan
Peter M. Stavros

Telephone: (312) 382-2200
Facsimile: (312) 382-2201

GTCR Fund VIII/B, L.P.
C/o GTCR Golder Rauner II, L.L.C.

6100 Sears Tower
Chicago, Illinois 60606-6402

Attention: Joseph P. Nolan

Peter M. Stavros
Telephone: (312) 382-2200
Facsimile: (312) 382-2201

GTCR Co-Invest II, L.P.
C/o GTCR Golder Rauner II, L.L.C.

6100 Sears Tower
Chicago, Illinois 60606-6402

Attention: Joseph P. Nolan

Peter M. Stavros
Telephone: (312) 382-2200
Facsimile: (312) 382-2201

Executives

Daniel S. Slipkovich
133 Steeplechase Lane

Nashville, Tennessee 37221

James Thomas Anderson

3352 Hickman Lane

Columbia, Tennessee 38401

Samuel H. Moody

621 Sparrow Court

Nashville, Tennessee 37221

David Andrew Slusser
9218 Concord Road
Brentwood, Tennessee 37027

Other Stockholders

[SCHEDULE OF STOCKHOLDERS]

Exhibit A

STOCKHOLDERS AGREEMENT

Joinder

          The undersigned is executing and delivering this Joinder pursuant to the Stockholders Agreement dated as of May ___, 2005 (as the same may hereafter be amended, the “Stockholders Agreement”), among GTCR Fund VIII, L.P., GTCR Fund VIII/B, L.P., GTCR Co-Invest II, L.P., Capella Holdings, Inc., a Delaware corporation (the “Company”) and the other persons named as parties therein from time to time.

          By executing and delivering to the Company this Joinder, the undersigned hereby agrees to become a party to, to be bound by, and to comply with the provisions of the Stockholders Agreement as a Stockholder and an [Investor / Executive / Other Stockholder] in the same manner as if the undersigned were an original signatory to the Stockholders Agreement.

          Accordingly, the undersigned has executed and delivered this Joinder as of the ___ day of _______, 20_.

[Stockholder]

By:

Name:

Its:

EX-10.5

EXECUTION COPY

EXHIBIT 10.5

AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT

     THIS AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT (this “Amendment”), dated as of February 29, 2008, is made by and among (i) Capella Holdings, Inc., a Delaware corporation (the “Company”), (ii) GTCR Fund VIII, L.P., a Delaware limited partnership (“Fund VIII”), GTCR Fund VIII/B, L.P., a Delaware limited partnership (“Fund VIII/B”) and GTCR Co-Invest II, L.P., a Delaware limited partnership (“GTCR Co-Invest”), (iii) each of the undersigned Executives, and (iv) each of the undersigned Other Stockholders. Certain capitalized terms not defined herein shall have the meanings given to such terms in the Stockholders Agreement (as defined below).

RECITALS

     WHEREAS, the parties hereto entered into that certain Stockholders Agreement among the Company, Fund VIII, Fund VIII/B, GTCR Co-Invest and certain other stockholders of the Company identified therein, dated as of May 4, 2005 (the “Stockholders Agreement”);

     WHEREAS, the parties hereto include the Company, the Investor Majority, the holders of a majority of the Common Stock held by the Stockholders, the holders of a majority of the Common Stock held by the Executives and the holders of a majority of the Common Stock held by the Other Stockholders; and

     WHEREAS, the parties desire to waive certain provisions set forth in the Stockholders Agreement and amend certain terms set forth in the Stockholders Agreement pursuant to Section 16 of the Stockholders Agreement;

     NOW, THEREFORE, in consideration of the foregoing recitals, which shall constitute a part of this Amendment, and the mutual promises contained in this Amendment, and intending to be legally bound thereby, the parties agree as follows pursuant to Section 16 of the Stockholders Agreement:

     1. The Stockholders Agreement is hereby amended by removing all rights of the Stockholders under Section 14 of the Stockholders Agreement with respect to any issuances or sales of Capital Stock by the Company on or prior to the date hereof and any issuances or sales of Capital Stock by the Company pursuant to Amendment and Supplement No. 2 to the Purchase Agreement. Without limiting the foregoing, each of the undersigned Stockholders hereby waives, on behalf of all Stockholders, any and all of its rights of notice, purchase, first offer, reoffer or similar rights under Section 14 of the Stockholders Agreement in connection with any issuances or sales of Capital Stock by the Company on or prior to the date hereof and any issuances or sales of Capital Stock by the Company pursuant to Amendment and Supplement No. 2 to the Purchase Agreement.

     2. All other sections, paragraphs, provisions, and clauses in the Stockholders Agreement not so modified remain in full force and effect as originally written.

     3. This Amendment may be executed in one or more counterparts, each of which is an original, but all of which together constitute one and the same instrument.

     4. All issues and questions concerning the construction, validity, interpretation and enforceability of this Amendment hereto shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

* * * * *

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     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.

CAPELLA HOLDINGS, INC.
By:	/s/ Deniel S. Slipkovich
Name:	Daniel S. Slipkovich
Its:	Chief Executive Officer
GTCR FUND VIII, L.P.
By:	GTCR Partners VIII, L.P.
Its:	General Partner
By:	GTCR Golder Rauner II, L.L.C.
Its:	General Partner
By:	/s/ Joseph P. Nolan
Name:	Joseph P. Nolan
Its:	Principal
GTCR FUND VIII/B, L.P.
By:	GTCR Partners VIII, L.P.
Its:	General Partner
By:	GTCR Golder Rauner II, L.L.C.
Its:	General Partner
By:	/s/ Joseph P. Nolan
Name:	Joseph P. Nolan
Its:	Principal
GTCR CO-INVEST II, L.P.
By:	GTCR Golder Rauner II, L.L.C.
Its:	General Partner
By:	/s/ Joseph P. Nolan
Name:	Joseph P. Nolan
Its:	Principal

[Signature Page to Amendment No. 1 to Stockholders Agreement]

/s/ Daniel S. Slipkovich

Daniel S. Slipkovich

/s/ James Thomas Anderson

James Thomas Anderson

/s/ David Andrew Slusser

David Andrew Slusser

[Signature Page to Amendment No. 1 to Stockholders Agreement]

EX-10.6

EXHIBIT 10.6

REGISTRATION AGREEMENT

     THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of May 4, 2005, by and among (i) Capella Holdings, Inc., a Delaware Corporation (the “Company”), (ii) GTCR Fund VIII, L.P., a Delaware limited partnership (“Fund VIII”), GTCR Fund VIII/B, L.P., a Delaware limited partnership (“Fund VIII/B”), GTCR Co-Invest II, L.P., a Delaware limited partnership (“GTCR Co-Invest”), and any investment fund managed by GTCR Golder Rauner L.L.C., a Delaware limited liability company, or GTCR Golder Rauner II, L.L.C., a Delaware limited liability company (“GTCR”) or any of its Affiliates, that at any time acquires securities of the Company and executes a counterpart of this Agreement or otherwise agrees to be bound by this Agreement (each, an “Investor” and collectively, the “Investors”), (iii) each of the executives of the Company set forth on the attached “Schedule of Holders” under the heading “Executives” and any other executive employee of the Company or its Subsidiaries who, at any time, acquires equity securities of the Company in accordance with Section 8 hereof and executes a counterpart of this Agreement or otherwise agrees to be bound by this Agreement (each, an “Executive” and, collectively, the “Executives”), and (iv) each of the other entities and individuals set forth from time to time on the attached “Schedule of Holders” under the heading “Other Stockholders” who, at any time, acquires equity securities in accordance with Section 8 hereof and executes a counterpart of this Agreement or otherwise agrees to be bound by this Agreement (the “Other Stockholders”). The Investors, the Executives and the Other Stockholders are collectively referred to herein as the “Stockholders”.

     The Company and the Investors are parties to a Stock Purchase Agreement of even date herewith (the “Purchase Agreement”). In order to induce the Investors to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the Initial Closing under the Purchase Agreement. Unless otherwise provided in this Agreement, capitalized terms used herein shall have the meanings set forth in Section 10 hereof.

     The parties hereto agree as follows:

     1. Demand Registrations.

     (a) Requests for Registration. At any time, the holders of a majority of the Investor Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration (“Long-Form Registrations”), or on Form S-2 or S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration (“Short-Form Registrations”), if available. All registrations requested pursuant to this Section 1(a) are referred to herein as “Demand Registrations.” Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share price range for such offering. Within ten days after receipt of any such request, the Company shall give written notice of such requested registration to all other holders of Registrable Securities and shall include in such registration (and in all related registrations and qualifications under blue sky laws or in compliance with other registration requirements and in any related underwriting) all

Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice.

     (b) Investor Long-Form Registrations. The holders of Investor Registrable Securities shall be entitled to request an unlimited number of Long-Form Registrations in which the Company shall pay all Registration Expenses (as defined in Section 5). All Long-Form Registrations shall be underwritten registrations.

     (c) Investor Short-Form Registrations. In addition to the Long-Form Registrations provided pursuant to Section 1(b), the holders of Investor Registrable Securities shall be entitled to request an unlimited number of Short-Form Registrations in which the Company shall pay all Registration Expenses. Demand Registrations shall be Short-Form Registrations whenever the Company is permitted to use any applicable short form. After the Company has become subject to the reporting requirements of the Securities Exchange Act, the Company shall use its best efforts to make Short-Form Registrations on Form S-3 available for the sale of Registrable Securities. If the Company, pursuant to the request of the holder(s) of a majority of Investor Registrable Securities, is qualified to and has filed with the Securities Exchange Commission a registration statement under the Securities Act on Form S-3 pursuant to Rule 415 under the Securities Act (the “Required Registration”), then the Company shall use its best efforts to cause the Required Registration to be declared effective under the Securities Act as soon as practicable after filing, and, once effective, the Company shall cause such Required Registration to remain effective for a period ending on the earlier of (i) the date on which all Investor Registrable Securities have been sold pursuant to the Required Registration, or (ii) the date as of which the holder(s) of Investor Registrable Securities (assuming such holder(s) are affiliates of the Company) are able to sell all of the Investor Registrable Securities then held by them within a ninety-day period in compliance with Rule 144 under the Securities Act.

     (d) Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities that are not Registrable Securities without the prior written consent of the holders of a majority of the Investor Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, in their opinion, the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Investor Registrable Securities to be included in such registration, then the Company shall include in such registration, prior to the inclusion of any securities that are not Registrable Securities, the number of Registrable Securities requested to be included that, in the opinion of such underwriters, can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned by each such holder.

     (e) Restrictions on Long-Form Registrations. The Company shall not be obligated to effect any Long-Form Registration within 90 days after the effective date of a previous Long-Form Registration or a previous registration in which the holders of Registrable Securities were given piggyback rights pursuant to Section 2 and in which there was no

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reduction in the number of Registrable Securities requested to be included. The Company may postpone for up to 180 days the filing or the effectiveness of a registration statement for a Demand Registration if the Company and the holders of a majority of the Investor Registrable Securities agree that such Demand Registration would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any of its Subsidiaries to acquire financing, engage in any acquisition of assets (other than in the ordinary course of business), or engage in any merger, consolidation, tender offer, reorganization, or similar transaction; provided that, in such event, the holders of Investor Registrable Securities initially requesting such Demand Registration shall be entitled to withdraw such request and the Company shall pay all Registration Expenses in connection with such registration. The Company may delay a Demand Registration hereunder only once in any twelve-month period.

     (f) Selection of Underwriters. The holders of a majority of the Investor Registrable Securities included in any Demand Registration shall have the right to select the investment banker(s) and manager(s) to administer the offering.

     (g) Other Registration Rights. Except as provided in this Agreement, the Company shall not grant to any Persons the right to request the Company to register any equity securities of the Company, or any securities, options, or rights convertible or exchangeable into or exercisable for such securities, without the prior written consent of the holders of a majority of the Investor Registrable Securities.

     (h) Obligations of Holders of Registrable Securities. Subject to the Company’s obligations under Section 4(e) hereof, each holder of Registrable Securities shall cease using any prospectus after receipt of written notice from the Company of the happening of any event as a result of which such prospectus contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading in light of the circumstances under which they were made.

     2. Piggyback Registrations.

     (a) Right to Piggyback. Whenever the Company proposes to register any of its securities (including any proposed registration of the Company’s securities by any third party) under the Securities Act (other than (i) pursuant to a Demand Registration, to which Section 1 is applicable, (ii) in connection with an initial public offering of the Company’s equity securities, or (iii) in connection with registrations on Form S-4, S-8 or any successor or similar forms) and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (and in any event within three business days after its receipt of notice of any exercise of demand registration rights other than under this Agreement) to all holders of Registrable Securities of its intention to effect such a registration and shall include in such registration (and in all related registrations and qualifications under blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 20 days after the receipt of the Company’s notice.

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     (b) Piggyback Expenses. The Registration Expenses of the holders of Registrable Securities shall be paid by the Company in all Piggyback Registrations.

     (c) Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that, in their opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, then the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares owned by each such holder, and (iii) third, the other securities requested to be included in such registration.

     (d) Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities other than holders of Registrable Securities (it being understood that secondary registrations on behalf of holders of Registrable Securities are addressed in Section 1 above rather than this Section 2(d)), and the managing underwriters advise the Company in writing that, in their opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Registrable Securities to be included in such registration, then the Company shall include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares owned by each such holder, and (iii) third, the other securities requested to be included in such registration.

     (e) Selection of Underwriters. If any Piggyback Registration is an underwritten offering, then the selection of investment banker(s) and manager(s) for the offering must be approved by the holders of a majority of the Registrable Securities included in such Piggyback Registration. Such approval shall not be unreasonably withheld.

     (f) Other Registrations. If the Company has previously filed a registration statement with respect to Registrable Securities pursuant to Section 1 or pursuant to this Section 2, and if such previous registration has not been withdrawn or abandoned, then, unless such previous registration is a Required Registration, the Company shall not file or cause to be effected any other registration of any of its equity securities or securities convertible or exchangeable into or exercisable for its equity securities under the Securities Act (except on Form S-8 or any successor form), whether on its own behalf or at the request of any holder or holders of such securities, until a period of at least 180 days has elapsed from the effective date of such previous registration.

     3. Holdback Agreements.

     (a) To the extent not inconsistent with applicable law, each holder of Registrable Securities shall not effect any public sale or distribution (including sales pursuant to

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Rule 144) of equity securities of the Company, or any securities, options, or rights convertible into or exchangeable or exercisable for such securities, during the seven days prior to and the 180-day period beginning on the effective date of any initial public offering or any underwritten Demand Registration or any underwritten Piggyback Registration in which Registrable Securities are included (except as part of such underwritten registration or pursuant to registrations on Form S-4 or Form S-8 or any successor form), unless the underwriters managing the registered public offering otherwise agree.

     (b) The Company (i) shall not effect any public sale or distribution of its equity securities, or any securities, options, or rights convertible into or exchangeable or exercisable for such securities, during the seven days prior to and during the 180-day period beginning on the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration (except as part of such underwritten registration or pursuant to registrations on Form S-8 or any successor form), unless the underwriters managing the registered public offering otherwise agree, and (ii) to the extent not inconsistent with applicable law, shall cause each holder of its equity securities, or any securities convertible into or exchangeable or exercisable for equity securities, purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public sale or distribution (including sales pursuant to Rule 144) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the underwriters managing the registered public offering otherwise agree.

     4. Registration Procedures. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall use its best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as expeditiously as possible:

     (a) prepare and, within 60 days after the end of the period within which requests for registration may be given to the Company, file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective (provided that, before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to the counsel selected by the holders of a majority of the Investor Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and comment of such counsel);

     (b) notify in writing each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days (or, if such registration statement relates to an underwritten offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in

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accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;

     (c) furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus), and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;

     (d) use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller of Registrable Securities to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller of Registrable Securities (provided that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 4(d), (ii) subject itself to taxation in any such jurisdiction, or (iii) consent to general service of process in any such jurisdiction);

     (e) promptly notify in writing each seller of such Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading in light of the circumstances under which they were made, and, at the request of the holders of a majority of the Registrable Securities covered by such registration statement, the Company shall promptly prepare and furnish to each such seller a reasonable number of copies of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading in light of the circumstances under which they were made;

     (f) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, to be listed on the NASD automated quotation system and, if listed on the NASD automated quotation system, use its best efforts to secure designation of all such Registrable Securities covered by such registration statement as a NASDAQ “national market system security” within the meaning of Rule 11Aa2-1 of the Securities and Exchange Commission or, failing that, to secure NASDAQ authorization for such Registrable Securities and, without limiting the generality of the foregoing, to arrange for at least two market makers to register as such with respect to such Registrable Securities with the NASD;

     (g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;

     (h) enter into such customary agreements (including underwriting agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or

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facilitate the disposition of Registrable Securities (including effecting a stock split or a combination of shares);

     (i) make available for inspection by any underwriter participating in any disposition pursuant to such registration statement, and any attorney, accountant, or other agent retained by any such underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors, employees, and independent accountants to supply all information reasonably requested by any such underwriter, attorney, accountant, or agent in connection with such registration statement and assist and, at the request of any participating underwriter, use reasonable best efforts to cause such officers or directors to participate in presentations to prospective purchasers;

     (j) otherwise use its best efforts to comply with all applicable rules and regulations of the Securities and Exchange Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

     (k) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any equity securities included in such registration statement for sale in any jurisdiction, the Company shall use its best efforts promptly to obtain the withdrawal of such order;

     (l) use its best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities;

     (m) obtain one or more cold comfort letters, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as the holders of a majority of the Registrable Securities being sold in such registered offering reasonably request (provided that such Registrable Securities constitute at least 10% of the securities covered by such registration statement); and

     (n) provide a legal opinion of the Company’s outside counsel, dated the effective date of such registration statement (or, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature.

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     5. Registration Expenses.

     (a) Subject to Section 5(b) below, all expenses incident to the Company’s performance of or compliance with this Agreement, including all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, travel expenses, filing expenses, messenger and delivery expenses, fees and disbursements of custodians, and fees and disbursements of counsel for the Company, and fees and disbursements of all independent certified public accountants, underwriters including, if necessary, a “qualified independent underwriter” within the meaning of the rules of the National Association of Securities Dealers, Inc. (in each case, excluding discounts and commissions), and other Persons retained by the Company or by holders of Investor Registrable Securities or their affiliates on behalf of the Company (all such expenses being herein called “Registration Expenses”), shall be borne as provided in this Agreement, except that the Company shall, in any event, pay its internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance, and the expenses and fees for listing the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed or on the NASD automated quotation system (or any successor or similar system).

     (b) In connection with each Demand Registration and each Piggyback Registration, the Company shall reimburse the holders of Registrable Securities included in such registration for the reasonable fees and disbursements of one counsel chosen by the holders of a majority of the Investor Registrable Securities included in such registration.

     (c) To the extent Registration Expenses are not required to be paid by the Company, each holder of securities included in any registration hereunder shall pay those Registration Expenses allocable to the registration of such holder’s securities so included, and any Registration Expenses not so allocable shall be borne by all sellers of securities included in such registration in proportion to the aggregate selling price of the securities to be so registered.

     6. Indemnification.

     (a) The Company agrees to indemnify and hold harmless, to the fullest extent permitted by law, each holder of Registrable Securities, its officers, directors, agents, and employees, and each Person who controls such holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities, and expenses (or actions or proceedings, whether commenced or threatened, in respect thereof), whether joint and several or several, together with reasonable costs and expenses (including reasonable attorney’s fees) to which any such indemnified party may become subject under the Securities Act or otherwise (collectively, “Losses”) caused by, resulting from, arising out of, based upon, or relating to (i) any untrue or alleged untrue statement of material fact contained in (A) any registration statement, prospectus or preliminary prospectus, or any amendment thereof or supplement thereto or (B) any application or other document or communication (in this Section 6, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify any securities covered by such registration under the “blue sky” or securities laws thereof or (ii) any

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omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse such holder and each such director, officer, and controlling Person for any legal or any other expenses incurred by them in connection with investigating or defending any such Losses; provided that the Company shall not be liable in any such case to the extent that any such Losses result from, arise out of, are based upon, or relate to an untrue statement or alleged untrue statement, or omission or alleged omission, made in such registration statement, any such prospectus, or preliminary prospectus or any amendment or supplement thereto, or in any application, in each case in reliance upon, and in conformity with, written information prepared and furnished in writing to the Company by such holder expressly for use therein or by such holder’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such holder with a sufficient number of copies of the same. In connection with an underwritten offering, the Company shall indemnify such underwriters, their officers and directors, and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the holders of Registrable Securities.

     (b) In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder will furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such registration statement or prospectus and, to the fullest extent permitted by law, shall indemnify and hold harmless the other holders of Registrable Securities and the Company, and their respective officers, directors, agents, and employees, and each other Person who controls the Company (within the meaning of the Securities Act) against any Losses caused by, resulting from, arising out of, based upon, or relating to (i) any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus, or any amendment thereof or supplement thereto or in any application, or (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is made in such registration statement, any such prospectus or preliminary prospectus or any amendment or supplement thereto, or in any application in reliance upon and in conformity with written information prepared and furnished to the Company by such holder expressly for use therein, and such holder will reimburse the Company and each such other indemnified party for any legal or any other expenses incurred by them in connection with investigating or defending any such Losses; provided that the obligation to indemnify will be individual, not joint and several, for each holder and shall be limited to the net amount of proceeds received by such holder from the sale of Registrable Securities pursuant to such registration statement.

     (c) Any Person entitled to indemnification hereunder will (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any Person’s right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably

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satisfactory to the indemnified party. If such defense is assumed, then the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim.

     (d) The indemnification provided for under this Agreement shall be in addition to any other rights to indemnification or contribution which any indemnified party may have pursuant to law or contract, and will remain in full force and effect regardless of any investigation made or omitted by or on behalf of the indemnified party or any officer, director, or controlling Person of such indemnified party and shall survive the transfer of securities.

     (e) If the indemnification provided for in this Section 6 is unavailable to or is insufficient to hold harmless an indemnified party under the provisions above in respect to any Losses referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such Losses (i) in such proportion as is appropriate to reflect the relative fault of the Company on the one hand and the sellers of Registrable Securities and any other sellers participating in the registration statement on the other hand or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, then in such proportion as is appropriate to reflect not only the relative fault referred to in clause (i) above but also the relative benefit of the Company on the one hand and of the sellers of Registrable Securities and any other sellers participating in the registration statement on the other in connection with the statement or omissions which resulted in such Losses, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the sellers of Registrable Securities and any other sellers participating in the registration statement on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) to the Company bear to the total net proceeds from the offering (before deducting expenses) to the sellers of Registrable Securities and any other sellers participating in the registration statement. The relative fault of the Company on the one hand and of the sellers of Registrable Securities and any other sellers participating in the registration statement on the other shall be determined by reference to, among other things, whether the untrue statement or alleged omission to state a material fact relates to information supplied by the Company or by the sellers of Registrable Securities or other sellers participating in the registration statement and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission.

     (f) The Company and the sellers of Registrable Securities agree that it would not be just and equitable if contribution pursuant to this Section 6 were determined by pro rata allocation (even if the sellers of Registrable Securities were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in Section 6(e) above. The amount paid or payable by an indemnified party as a result of the Losses referred to in Section 6(e) above shall be deemed to include,

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subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 6, no seller of Registrable Securities shall be required to contribute pursuant to this Section 6 any amount in excess of the sum of (i) any amounts paid pursuant to Section 6(b) above and (ii) the net proceeds received by such seller from the sale of Registrable Securities covered by the registration statement filed pursuant hereto. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

     7. Participation in Underwritten Registrations.

     (a) No Person may participate in any underwritten registration hereunder unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s), provided that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents reasonably required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder and such holder’s intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 6 hereof.

     (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(e) above, such Person will immediately discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person’s receipt of the copies of a supplemented or amended prospectus as contemplated by Section 4(e). In the event the Company shall give any such notice, the applicable time period mentioned in Section 4(b) during which a Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this Section 7(b) to and including the date when each seller of a Registrable Security covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 4(e).

     8. Additional Stockholders. In connection with the issuance of any additional equity securities of the Company, the Company, with the consent of the holders of a majority of the Investor Registrable Securities, may permit such Person to become a party to this Agreement and succeed to all of the rights and obligations of a holder of any particular category of Registrable Securities under this Agreement by obtaining an executed counterpart signature page to this Agreement, and, upon such execution, such Person shall for all purposes be a holder of such category of Registrable Securities and party to this Agreement.

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     9. Subsidiary Public Offering. If, after an initial public offering of the equity securities of a Subsidiary of the Company, the Company distributes securities of such Subsidiary to stockholders of the Company, then the rights and obligations of the Company pursuant to this Agreement shall apply, mutatis mutandis, to such Subsidiary, and the Company shall cause such Subsidiary to comply with such Subsidiary’s obligations under this Agreement.

     10. Definitions.

     (a) “Common Stock” means any class of the Company’s common stock.

     (b) “Executive Registrable Securities” means, (i) any Common Stock issued to the Executives and (ii) common equity securities of the Company or a Subsidiary issued or issuable with respect to the securities referred to in clause (i) above by way of dividend, distribution, split or combination of securities, or any recapitalization, merger, consolidation or other reorganization.

     (c) “Investor Registrable Securities” means, (i) any Common Stock issued to the Investors pursuant to the Purchase Agreement, (ii) common equity securities of the Company or a Subsidiary issued or issuable with respect to the securities referred to in clause (i) above by way of dividend, distribution, split or combination of securities, or any recapitalization, merger, consolidation or other reorganization, and (iii) other Common Stock held by Persons holding securities described in clause (i) above.

     (d) “Other Registrable Securities” means, (i) any Common Stock issued or distributed to the Other Stockholders and (ii) common equity securities of the Company or a Subsidiary issued or issuable with respect to the securities referred to in clause (i) above by way of dividend, distribution, split or combination of securities, or any recapitalization, merger, consolidation or other reorganization.

     (e) “Person” means an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, an investment fund, any other business entity and a governmental entity or any department, agency or political subdivision thereof.

     (f) “Registrable Securities” means the Investor Registrable Securities, the Executive Registrable Securities and the Other Registrable Securities. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when they (i) have been distributed to the public pursuant to an offering registered under the Securities Act or sold to the public through a broker, dealer, or market maker in compliance with Rule 144 under the Securities Act (or any similar rule then in force), (ii) unless the respective Stockholder otherwise elects, have been distributed to the limited partners of any of the Stockholder, (iii) have been effectively registered under a registration statement including, without limitation, a registration statement on Form S-8 (or any successor form), or (iv) have been repurchased by the Company. In addition, all Registrable Securities held by any Person shall cease to be Registrable Securities (provided that, for purposes of this provision, all Investors and all Registrable Securities held by such Investors shall be treated as Registrable Securities held by a single Person) when all such

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Registrable Securities become eligible to be sold to the public through a broker, dealer, or market maker pursuant to Rule 144 (or any similar provision then in force) during a single 90-day period. For purposes of this Agreement, a Person shall be deemed to be a holder of Registrable Securities whenever such Person has the right to acquire such Registrable Securities (upon conversion or exercise in connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such right), whether or not such acquisition has actually been effected; provided that this sentence shall not apply to shares of the common equity securities of the Company issuable upon the exercise of unvested options originally issued to employees or former employees of the Company or its Subsidiaries.

     (g) “Securities Act” means the Securities Act of 1933, as amended, or any successor federal law then in force, together with all rules and regulations promulgated thereunder.

     (h) “Securities Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor federal law then in force, together with all rules and regulations promulgated thereunder.

     (i) “Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association, or business entity of which (i) if a corporation, a majority of the total voting power of shares of 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 owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association, or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association, or other business entity gains or losses or shall be or control any managing director or general partner of such limited liability company, partnership, association, or other business entity. For purposes hereof, references to a “Subsidiary” of any Person shall be given effect only at such times that such Person has one or more Subsidiaries, and, unless otherwise indicated, the term “Subsidiary” refers to a Subsidiary of the Company.

     (j) Unless otherwise stated, other capitalized terms contained herein have the meanings set forth in the Purchase Agreement.

     11. Miscellaneous.

     (a) No Inconsistent Agreements. The Company will not hereafter enter into any agreement with respect to its securities that is inconsistent with or violates the rights granted to the holders of Registrable Securities in this Agreement.

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     (b) Adjustments Affecting Registrable Securities. The Company shall not take any action, or permit any change to occur, with respect to its securities that would adversely affect the ability of the holders of Registrable Securities to include such Registrable Securities in a registration undertaken pursuant to this Agreement or that would adversely affect the marketability of such Registrable Securities in any such registration (including effecting a stock split or a combination of shares).

     (c) Remedies. Any Person having rights under any provision of this Agreement shall be entitled to enforce such rights specifically, to recover damages caused by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or other security) for specific performance and for other injunctive relief in order to enforce or prevent violation of the provisions of this Agreement. Nothing contained in this Agreement shall be construed to confer upon any Person who is not a signatory hereto any rights or benefits, whether as a third-party beneficiary or otherwise.

     (d) Amendments and Waivers. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of this Agreement shall be effective against the Company or the holders of Registrable Securities unless such modification, amendment, or waiver is approved in writing by GTCR or the Company, as the case may be, and the holders of a majority of the Registrable Securities; provided that no such amendment or modification that would materially and adversely affect holders of one class or group of Registrable Securities in a manner different than holders of any other class or group of Registrable Securities, including the Executive Registrable Securities, (other than amendments and modifications required to implement the provisions of Section 8) shall be effective against the holders of such class or group of Registrable Securities without the prior written consent of holders of at least a majority of Registrable Securities of such class or group materially and adversely affected thereby. No failure by any party to insist upon the strict performance of any covenant, duty, agreement, or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute a waiver of any such breach or any other covenant, duty, agreement, or condition.

     (e) Successors and Assigns. All covenants and agreements in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and assigns of the parties hereto whether so expressed or not. In addition, whether or not any express assignment has been made, the provisions of this Agreement which are for the benefit of purchasers or holders of Registrable Securities are also for the benefit of, and enforceable by, any subsequent holder of Registrable Securities. Notwithstanding the foregoing, in order to obtain the benefit of this Agreement, any subsequent holder of Registrable Securities must execute a counterpart to this Agreement, thereby agreeing to be bound by the terms hereof.

     (f) Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under

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any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

     (g) Counterparts. This Agreement may be executed simultaneously in two or more counterparts (including by means of facsimile), any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same Agreement.

     (h) Descriptive Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. Whenever required by the context, any pronoun used in this Agreement shall include the corresponding masculine, feminine, or neuter forms, and the singular form of nouns, pronouns, and verbs shall include the plural and vice versa. The use of the word “including” in this Agreement shall be, in each case, by way of example and without limitation. The use of the words “or,” “either,” and “any” shall not be exclusive. Reference to any agreement, document, or instrument means such agreement, document, or instrument as amended or otherwise modified from time to time in accordance with the terms thereof, and, if applicable, hereof.

     (i) Governing Law. The Delaware General Corporation Law shall govern all issues and questions concerning the relative rights of the Company and its stockholders. All other issues and questions concerning the construction, validity, interpretation, and enforcement of this Agreement and the exhibits and schedules hereto shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

     (j) MUTUAL WAIVER OF JURY TRIAL. BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES HERETO, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

     (k) Notices. All notices, demands, or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given when delivered personally to the recipient, sent to the recipient by reputable overnight courier service (charges prepaid), mailed to the recipient by certified or

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registered mail, return receipt requested and postage prepaid or telecopied to the recipient (with hard copy sent to the recipient by reputable overnight courier service (charges prepaid) that same day) if telecopied before 5:00 p.m. Chicago, Illinois time on a business day, and otherwise on the next business day. Such notices, demands, and other communications shall be sent to each Investor, each Executive, and each Other Stockholder at the addresses indicated on the Schedule of Holders and to the Company at the address of its corporate headquarters or to such other address or to the attention of such other Person as the recipient party has specified by prior written notice to the sending party.

     (l) No Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

     (m) Delivery by Facsimile. This Agreement, the agreements referred to herein, and each other agreement or instrument entered into in connection herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile machine, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall reexecute original forms thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine as a defense to the formation or enforceability of a contract and each such party forever waives any such defense.

* * * * *

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     IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

CAPELLA HOLDINGS, INC.
By:	/s/ Daniel S. Slipkovich
Name:	Daniel S. Slipkovich
Its:	Chief Executive Officer
GTCR FUND VIII, L.P.
By: Its:	GTCR Partners VIII, L.P. General Partner
By:	GTCR Golder Rauner II, L.L.C.
Its:	General Partner
By:	/s/ Joseph P. Nolan
Name:	Joseph P. Nolan
Its:	Principal
GTCR FUND VIII/B, L.P.
By: Its:	GTCR Partners VIII, L.P. General Partner
By:	GTCR Golder Rauner II, L.L.C.
Its:	General Partner
By:	/s/ Joseph P. Nolan
Name:	Joseph P. Nolan
Its:	Principal
GTCR CO-INVEST II, L.P.
By:	GTCR Golder Rauner II, L.L.C.
Its:	General Partner
By:	/s/ Joseph P. Nolan
Name:	Joseph P. Nolan
Its:	Principal

SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT

/s/ Daniel Slipkovich

Daniel Slipkovich

/s/ James Thomas Anderson

James Thomas Anderson

/s/ Samuel H. Moody

Samuel H. Moody

/s/ David Andrew Slusser

David Andrew Slusser

SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT

SCHEDULE OF HOLDERS

Investors

GTCR Fund VIII, L.P.
C/o GTCR Golder Rauner II, L.L.C.
6100 Sears Tower
Chicago, Illinois 60606-6402
Attention: Joseph P. Nolan

Peter M. Stavros

Telephone: (312) 382-2200
Facsimile: (312) 382-2201

GTCR Fund VIII/B, L.P.
C/o GTCR Golder Rauner II, L.L.C.

6100 Sears Tower
Chicago, Illinois 60606-6402

Attention: Joseph P. Nolan

Peter M. Stavros

Telephone: (312) 382-2200
Facsimile: (312) 382-2201

GTCR Co-Invest II, L.P.
C/o GTCR Golder Rauner II, L.L.C.

6100 Sears Tower
Chicago, Illinois 60606-6402

Attention: Joseph P. Nolan

Peter M. Stavros

Telephone: (312) 382-2200
Facsimile: (312) 382-2201

Executives

Daniel S. Slipkovich
133 Steeplechase Lane
Nashville, Tennessee 37221

James Thomas Anderson
3352 Hickman Lane

Columbia, Tennessee 38401

Samuel H. Moody
621 Sparrow Court

Nashville, Tennessee 37221

David Andrew Slusser
9218 Concord Road
Brentwood, Tennessee 37027

Other Stockholders

EX-10.7

EXHIBIT 10.7

PROFESSIONAL SERVICES AGREEMENT

     THIS PROFESSIONAL SERVICES AGREEMENT (this “Agreement”) is made as of May 4, 2005, between GTCR Golder Rauner II, L.L.C., a Delaware limited liability company (“GTCR”), and Capella Healthcare. Inc., a Delaware corporation (the “Company”).

     WHEREAS, the Company is the wholly owned subsidiary of Capella Holdings, Inc., a Delaware corporation (the; “Parent”);

     WHEREAS, GTCR (together with any investment fund or special investment vehicle controlled by GTCR or GTCR Golder Rauner II, L.L.C., a Delaware limited liability company, (the “Investors”) will purchase (the “Investment”) Preferred Stock, par value $0.01 per share, of the Company and Common Stock, par value $0.01 per share, of the Company pursuant to that certain Stock Purchase Agreement of even date herewith between the Company and the Investors (the “Purchase Agreement”);

     WHEREAS, in connection with the Investment, the Company desires to receive financial and management consulting services from GTCR, and obtain the benefit of the experience of GTCR in business and financial management generally and its knowledge of the Company and the Company’s financial affairs in particular; and

     WHEREAS, GTCR is willing to provide financial and management consulting services to the Company and the compensation arrangements set torn in this Agreement are designed to compensate GTCR for such services.

     NOW, THEREFORE, in consideration of the foregoing premises and the respective agreements hereinafter set forth and the mutual benefits to be derived herefrom, GTCR and the Company hereby agree as follows:

     1. Engagement. The Company hereby engages GTCR as a financial and management consultant and GTCR hereby agrees to provide financial and management consulting services to the Company, all on the terms and subject to the conditions set forth below.

     2. Services of GTCR. GTCR hereby agrees during the term of this engagement to consult with the board of directors of the Company (the “Board”), the boards of directors (or similar governing body) of the Company’s affiliates, including the Parent and the management of the Company and its affiliates, including the Parent, in such manner and on such business and financial matters as may be reasonably requested from time to time by the Board, including, but not limited to:

     (a) corporate strategy;

     (b) budgeting of future corporate investments;

     (c) acquisition and divestiture strategies; and

     (d) debt and equity financings.

     3. Personnel. GTCR shall provide and devote to the performance of this Agreement such partners, employees and agents of GTCR as GTCR shall deem appropriate for the furnishing of the services required thereby.

     4. Placement Fees. At the time of any debt financing for the Parent, the Company or any of their respective subsidiaries prior to a Public Offering (as defined in the Purchase Agreement), the Company shall pay to GTCR placement fee in immediately available funds in an amount to be mutually determined by GTCR and the Company, based on the extent of GTCR’s (or its affiliate’s) involvement in such financing; provided that such placement fee shall not exceed one percent (1%) of the gross amount of such debt financing (including the committed amount of any revolving credit facility).

     5. Management Fee. Commencing upon the occurrence of the EBITDA Threshold Date and continuing until the Second EBITDA Threshold Dare or until this Agreement has been terminated in accordance with its terms, the Company shall pay to GTCR an annual management fee equal to $100,000 payable in equal monthly installments beginning on the first day of the calendar month following the EBITDA Threshold Date. Commencing upon the occurrence of the Second EBITDA Threshold Date and continuing until this Agreement has been terminated in accordance with its terms, the Company shall pay GTCR an annual management fee equal to $150,000 payable in equal monthly installments beginning on the first day of the calendar month following the Second EBITDA Threshold Date. For purposes hereof, “EBITDA Threshold Date” means the last day of the first calendar month, if any, in which the Parent and its subsidiaries would together have consolidated EBITDA of at least $10 million on a pro forma basis (after giving effect to any acquisitions) over the preceding twelve full calendar months. For purposes hereof, “Second EBITDA Threshold Date” means the last day of the first calendar month, if any, in which the Parent and its subsidiaries would together have consolidated EBITDA of at least $30 million on a pro forma basis (after giving effect to any acquisitions) over the preceding twelve full calendar months. For purposes hereof, “EBITDA” means, for any period, earnings for such period before interest, taxes, depreciation and amortization for such period, determined on a consolidated basis in accordance with United States generally accepted accounting principles as in effect from time to time.

     6. Expenses. The Company shall promptly reimburse GTCR for such reasonable travel expenses, legal fees and other out-of-pocket fees and expenses as have been or may be incurred by GTCR, its directors, officers and employees in connection with the Initial Closing (as defined in the Purchase Agreement), in connection with any financing of the Parent, the Company or any of their respective subsidiaries, and in connection with the rendering of any other services hereunder (including, but not limited to fees and expenses incurred in attending Parent or Company-related meetings.)

     7 Term. This Agreement will continue from the date hereof until the investors and their affiliates cease to own at least 10% of the Investor Securities (as defined in the Purchase Agreement.) No termination of this Agreement, whether pursuant to this paragraph

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or otherwise, shall affect the Company’s obligations with respect to the fees, costs and expenses incurred by GTCR in rendering services hereunder and not reimbursed by the Company as of the effective date of such termination.

     8. Liability. Neither GTCR nor any of its affiliates, partners, employees or agents shall be liable to the Parent, Company or any of their respective subsidiaries or affiliates for any loss, liability, damage or expense arising our of in connection with the performance of services contemplated by this Agreement, unless such loss, liability, damage or expense shall be proven to result directly from the gross negligence or willful misconduct of GTCR.

     9. Indemnification. The Company agrees to indemnify and hold harmless GTCR, its partners, affiliates, officers, agents and employees against and from any and all loss, liability, suits, claims, costs, damages and expenses (including attorneys’ fees) arising from their performance hereunder, except as a result of their gross negligence or intentional wrongdoing.

     10. GTCR an Independent Contractor. GTCR and the Company agree that GTCR shall perform services hereunder as an independent contractor, retaining control over and responsibility for its own operations and personnel. Neither GTCR nor its directors, officers, or employees shall be considered employees or agents of the Company as a result of this Agreement nor shall any of them have authority to contract in the name of or bind the Company, except as expressly agreed to in writing by the Company.

     11. Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given when (i) delivered personally to the recipient, (ii) sent to the recipient by reputable express courier service (charges prepaid), (iii) mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid, or (iv) telecopied to the recipient (with hard copy sent to the recipient by reputable overnight courier service (charges prepaid that same day) if telecopied before 5:00 p.m. Chicago, Illinois time on a business day, and otherwise on the next business day. Such notices, demands and other communications shall be sent to the Investors and to the Company at the addresses indicated below (or at such other address as shall be given in writing by one party to the others):

     If to GTCR:

GTCR Golder Rauner II, L.L.C.
6100 Sears Tower
Chicago, Illinois 60606-6402
Attention: Joseph P. Nolan

Peter M. Stavros

Telephone: (312 382-2200
Facsimile: (312) 382-2201

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With a copy to:

Kirkland & Ellis LLP
200 East Randolph Drive
Chicago, Illinois 60601
Attention: Kevin R. Evanich, P.C.

Jeffrey A. Fine, Esq.

Telephone: (312) 861-2000
Facsimile: (312) 861-2200

If to the Company:

Capella Holdings, Inc.
214 Overlook Circle #250
Brentwood, TN 37027
Attention: Chief Executive Officer
Telephone: (615) 276-9221
Facsimile: (615) 221-8735

with copies to:

GTCR Golder Rauner II, L.L.C.
6100 Sears Tower
Chicago, Illinois 60606-6402
Attention: Joseph P. Nolan

Peter M. Stavros

Telephone: (312 382-2200
Facsimile: (312) 382-2201

Kirkland & Ellis LLP
200 East Randolph Drive
Chicago, Illinois 60601
Attention: Kevin R. Evanich, P.C.

Jeffrey A. Fine, Esq.

Telephone: (312) 861-2000
Facsimile: (312) 861-2200

     12. Entire Agreement Modification. This Agreement, those documents expressly referred to herein and other documents of even date herewith (a) contain the complete and entire understanding and agreement of GTCR and the Company with respect to the subject matter hereof and (b) supersede all prior and contemporaneous understandings, conditions and agreements, oral or written, express or implied, respecting the engagement of GTCR in connection with the subject matter hereof The provisions of this Agreement may be amended, modified and/or waived only with the prior written consent of the Company and GTCR.

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     13. Waiver of Breach. The waiver by either party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach of that provision or any other provision hereof.

     14. Assignment. GTCR nor the Company may assign its rights or obligations under this Agreement without the express written consent of the other, except that GTCR may assign its rights and obligations to an affiliate of GTCR (which shall include GTCR Golder Rauner, L.L.C.).

     15. Successors. This Agreement and all the obligations and benefits hereunder shall inure to the successors and permitted assigns of the parties.

     16. Counterparts. This Agreement may be executed and delivered by each party hereto in separate counterparts (including by means of facsimile), each of which when so executed and delivered shall be deemed an original and both of which taken together shall constitute one and the same agreement.

     17. Choice of Law. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

     18. MUTUAL WAIVER OF JURY TRIAL. BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN THE PARTIES HERETO, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT AND/OR THE TRANSACTIONS CONTEMPLATED HEREBY.

     19. No Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party, by virtue of the authorship of any of the provisions of this Agreement.

     20. Descriptive Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. Whenever required by the context, any pronoun used in this Agreement shall include the corresponding masculine, feminine, or neuter forms, and the singular form of nouns,

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pronouns, and verbs shall include the plural and vice versa. The use of the word “including,” in this Agreement shall be, in each case, by way of example and without limitation. The use of the. words “or,” “either,” and “any” shall not be exclusive. Reference to any agreement, document. or instrument means such agreement, document, or instrument as amended or otherwise modified from time to time in accordance with the terms thereof, and. if applicable, hereof.

*      *      *      *      *

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     IN WITNESS WHEREOF, the undersigned have caused this Professional Services Agreement to be executed and delivered on the date and year first above written.

GTCR GOLDER RAUNER II, L.L.C.
By: Name:	/s/ Joseph P. Nolan Joseph P. Nolan
Its:	Principal
CAPELLA HEALTHCARE, INC.
By:	/s/ Daniel S. Slipkovich
Name:	Dan S. Slipkovich
Its:	Chief Executive Officer

SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT

EX-10.8

EXHIBIT 10.8

AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT

     THIS AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT (this “Amendment”), dated as of November 30, 2005, is made by and GTCR Golder Rauner II, L.L.C., a Delaware limited liability company (“GTCR”), and Capella Healthcare, Inc., a Delaware corporation (the “Company”).

RECITALS

     WHEREAS, GTCR and the Company entered into that certain Professional Services Agreement, dated as of May 4, 2005 (the “Agreement”); and

     WHEREAS; the Company desires to enter into that certain First Lien Credit Agreement and Second Lien Credit Agreement, each dated on or about the date hereof, among the Company, Capella Holdings, Inc., a Delaware corporation, Citicorp North America, Inc., as Administrative Agent and Collateral Agent, and the respective lenders that are parties thereto (in each case as the same may be amended, supplemented or amended and restated from time to time, the “Credit Agreements”); and

     WHEREAS, GTCR and the Company desire to amend certain terms set forth in the Agreement;

     NOW, THEREFORE, in consideration of the foregoing recitals, which shall constitute a part of this Amendment, and the mutual promises contained in this Amendment, and intending to be legally bound thereby, the parties hereto agree as follows:

     1. The Agreement is hereby amended by adding the following paragraph 21 to the Agreement:

“21. Limitations Under Credit Agreements. Notwithstanding anything to the contrary set forth herein, GTCR and the Company agree that (i) except as set forth in clause (iii) below, the total amounts of fees and expenses required to be paid by the Company to GTCR pursuant to this Agreement shall not exceed the applicable maximum amounts specified for such fees and expenses in the definition of the term “Management Fee” as set forth in each of the First Lien Credit Agreement and the Second Lien Credit Agreement, each dated on or about November 30, 2005, among the Company, Capella Holdings, Inc., Citicorp North America, Inc. as Administrative Agent and Collateral Agent, and the respective lenders that are parties thereto, in each case as the same may be amended, supplemented, or amended and restated from time to time (the “Credit Agreements”), except as may otherwise be

approved in writing by each Administrative Agent under each such Credit Agreement, (ii) except as set forth in clause (iii) below, no payments of the fees described in paragraphs 4 and 5 above shall be paid by the Company or collected by GTCR to the extent such payment is then prohibited by the terms of Section 8.9 of either of the Credit Agreements, and (iii) except to the extent payment of fees and expenses which are permitted to be made and collected as provided in the preceding clauses (i) and (ii), payment of such fees and expenses shall be subject and subordinate to the prior payment in full of the “Obligations” under each of the Credit Agreements and shall be paid in full to GTCR upon payment in full of the Obligations or such earlier time as may be approved in writing by each Administrative Agent under each of the Credit Agreements.”

     2. All other sections, paragraphs, provisions, and clauses in the Agreement not so modified remain in full force and effect as originally written.

     3. Certain capitalized terms not defined herein shall have the meanings given to such terms in the Agreement.

     4. This Amendment may be executed and delivered by each party hereto in separate counterparts (including by means of facsimile), each of which when so executed and delivered shall be deemed an original and both of which taken together shall constitute one and the same agreement.

     5. This Amendment shall be governed by and construed in accordance with the domestic laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

* * * * *

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.

GTCR GOLDER RAUNER II, L.L.C.
By:	/s/ Joseph P. Nolan
Name:	Joseph P. Nolan
Its:	Principal
CAPELLA HEALTHCARE, INC.
By:	/s/ Daniel S. Slipkovich
Name:	Dan S. Slipkovich
Its:	Chief Executive Officer

EX-10.9

EXHIBIT 10.9

*     Portions of this exhibit have been omitted pursuant to a request for confidential treatment and have been filed separately with the Commission.

EXECUTION COPY

$100,000,000

LOAN AND SECURITY AGREEMENT

Dated as of June 28, 2010

By and Among

CAPELLA HEALTHCARE, INC.,
and
CERTAIN BORROWING SUBSIDIARIES,
as Borrowers,

CERTAIN GUARANTYING SUBSIDIARIES,
as Guarantors,

CERTAIN FINANCIAL INSTITUTIONS,
as Lenders,

BANK OF AMERICA, N.A.,
as Agent and Collateral Agent,

CITIBANK, N.A.,
as Syndication Agent

and

BARCLAYS BANK PLC
and
GENERAL ELECTRIC CAPITAL CORPORATION,
as Co-Documentation Agents

BANC OF AMERICA SECURITIES LLC
and
CITIGROUP GLOBAL MARKETS INC.
as Co-Lead Arrangers and Co-Book Managers

TABLE OF CONTENTS

	Page
SECTION 1. DEFINITIONS; RULES OF CONSTRUCTION
1.1. Definitions		1
1.2. Accounting Terms		40
1.3. Uniform Commercial Code		40
1.4. Certain Matters of Construction		40
SECTION 2. CREDIT FACILITIES
2.1. Revolver Commitment		41
2.2. [Reserved]		43
2.3. Letter of Credit Facility		43
SECTION 3. INTEREST, FEES AND CHARGES
3.1. Interest		46
3.2. Fees		47
3.3. Computation of Interest, Fees, Yield Protection		48
3.4. Reimbursement Obligations		48
3.5. Illegality		49
3.6. Inability to Determine Rates		49
3.7. Increased Costs; Capital Adequacy		49
3.8. Mitigation		50
3.9. Funding Losses		50
3.10. Maximum Interest		51
SECTION 4. LOAN ADMINISTRATION
4.1. Manner of Borrowing and Funding Revolver Loans		51
4.2. Defaulting Lender		52
4.3. Number and Amount of LIBOR Loans; Determination of Rate		53
4.4. Borrower Agent		53
4.5. One Obligation		54
4.6. Effect of Termination		54
SECTION 5. PAYMENTS
5.1. General Payment Provisions		54
5.2. Repayment of Revolver Loans		54
5.3. [Reserved]		55
5.4. Payment of Other Obligations		55

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	Page
5.5. Marshaling; Payments Set Aside		55
5.6. Post-Default Allocation of Payments		55
5.7. Application of Payments		56
5.8. Loan Account; Account Stated		56
5.9. Taxes		56
5.10. Lender Tax Information		57
5.11. Nature and Extent of Each Borrower’s Liability		58
SECTION 6. CONDITIONS PRECEDENT
6.1. Conditions Precedent to Initial Loans		60
6.2. Conditions Precedent to All Credit Extensions		61
SECTION 7. COLLATERAL
7.1. Grant of Security Interest		62
7.2. Lien on Deposit Accounts; Cash Collateral		62
7.3. Other Collateral; New Subsidiaries		63
7.4. No Assumption of Liability		64
7.5. Further Assurances		64
SECTION 8. COLLATERAL ADMINISTRATION
8.1. Borrowing Base Certificates		64
8.2. Administration of Accounts		64
8.3. Administration of Inventory		65
8.4. Maintenance of Properties		65
8.5. Cash Management System		65
8.6. General Provisions		68
8.7. Power of Attorney		69
SECTION 9. REPRESENTATIONS AND WARRANTIES
9.1. General Representations and Warranties		69
9.2. Complete Disclosure		74
9.3. Healthcare Related Representations and Warranties		74
SECTION 10. COVENANTS AND CONTINUING AGREEMENTS
10.1. Affirmative Covenants		76
10.2. Negative Covenants		80
10.3. Financial Covenants		86
SECTION 11. EVENTS OF DEFAULT; REMEDIES ON DEFAULT
11.1. Events of Default		86
11.2. Remedies upon Default		88

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	Page
11.3. Setoff		89
11.4. Remedies Cumulative; No Waiver		89
SECTION 12. AGENT
12.1. Appointment, Authority and Duties of Agent		89
12.2. Agreements Regarding Collateral and Field Examination Reports		90
12.3. Reliance By Agent		91
12.4. Action Upon Default		91
12.5. Ratable Sharing		91
12.6. Indemnification of Agent Indemnitees		92
12.7. Limitation on Responsibilities of Agent		92
12.8. Successor Agent and Co-Agents		92
12.9. Due Diligence and Non-Reliance		93
12.10. Replacement of Certain Lenders		93
12.11. Remittance of Payments and Collections		94
12.12. Agent in its Individual Capacity		94
12.13. Agent Titles		94
12.14. No Third Party Beneficiaries		94
SECTION 13. BENEFIT OF AGREEMENT; ASSIGNMENTS AND PARTICIPATIONS
13.1. Successors and Assigns		95
13.2. Participations		95
13.3. Assignments		95
SECTION 14. MISCELLANEOUS
14.1. Consents, Amendments and Waivers		96
14.2. Indemnity		97
14.3. Notices and Communications		97
14.4. Performance of Credit Parties’ Obligations		98
14.5. Credit Inquiries		98
14.6. Severability		98
14.7. Cumulative Effect; Conflict of Terms		98
14.8. Counterparts		98
14.9. Entire Agreement		99
14.10. Relationship with Lenders		99
14.11. No Advisory or Fiduciary Responsibility		99
14.12. Confidentiality		99
14.13. Certifications Regarding Indentures		100

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	Page
14.14. GOVERNING LAW		100
14.15. Consent to Forum		100
14.16. Waivers by Credit Parties		100
14.17. Patriot Act Notice		101
SECTION 15. GUARANTY OF OBLIGATIONS
15.1. Guaranty; Limitation of Liability		101
15.2. Guaranty Absolute		101
15.3. Waivers and Acknowledgments		103
15.4. Subrogation		103

LIST OF EXHIBITS AND SCHEDULES

Exhibit A	Revolver Note
Exhibit B	Notice of Borrowing
Exhibit C	Assignment and Acceptance
Exhibit D	Assignment Notice
Exhibit E	Business Associate Addendum
Exhibit F	Borrowing Base Certificate
Exhibit G	Compliance Certificate

Schedule 1.1	Commitments of Lenders
Schedule 1.2	Immaterial Subsidiaries
Schedule 8.5.1	Deposit Accounts
Schedule 8.5.2	Cash Management System
Schedule 8.5.5	Credit Card Arrangements
Schedule 8.6.1	Business Locations
Schedule 9.1.4	Names and Capital Structure
Schedule 9.1.11	Patents, Trademarks, Copyrights and Licenses
Schedule 9.1.14	Environmental Matters
Schedule 9.1.15	Restrictive Agreements
Schedule 9.1.16	Litigation
Schedule 9.1.18	Pension Plans
Schedule 9.1.20	Labor Contracts
Schedule 10.2.2	Existing Liens
Schedule 10.2.17	Existing Affiliate Transactions

-iv-

LOAN AND SECURITY AGREEMENT

     THIS LOAN AND SECURITY AGREEMENT is dated as of June 28, 2010, among CAPELLA HEALTHCARE, INC., a Delaware corporation (the “Company” and a “Borrower”), CERTAIN BORROWING SUBSIDIARIES SIGNATORY HERETO (each a “Borrower” and together with the Company, collectively, “Borrowers”), CERTAIN GUARANTYING SUBSIDIARIES SIGNATORY HERETO (each a “Subsidiary Guarantor” and collectively, “Subsidiary Guarantors”), THE FINANCIAL INSTITUTIONS PARTY TO THIS AGREEMENT FROM TIME TO TIME as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as agent for the Lenders (“Agent”).

R E C I T A L S:

     Borrowers and Guarantors have requested that Lenders provide a credit facility to Borrowers to finance their mutual and collective business enterprise. Lenders are willing to provide the credit facility on the terms and conditions set forth in this Agreement.

     NOW, THEREFORE, for valuable consideration hereby acknowledged, the parties agree as follows:

SECTION 1. DEFINITIONS; RULES OF CONSTRUCTION

     1.1. Definitions. As used herein, the following terms have the meanings set forth below:

     Account: collectively (a) any right to payment of a monetary obligation arising from the provision of merchandise, goods or services and (b) without duplication, any “account” (as that term is defined in the UCC now or hereafter in effect), any accounts receivable, any “heath-care-insurance receivables” (as that term is defined in the UCC now or hereafter in effect), any “payment intangibles” (as that term is defined in the UCC now or hereafter in effect) and all other rights to payment and/or reimbursement of every kind and description, including under governmental entitlement programs or amounts due from any Credit Party to another Credit Party, whether or not earned by performance.

     Account Debtor: a Person who is obligated under an Account, Chattel Paper or General Intangible.

     Acquisition: any transaction or series of related transactions for the direct or indirect (a) acquisition of all or substantially all of the Property or business of any Person, or of any business unit, line of business or division of any Person or Property constituting a business unit, line of business or division of any other Person, (b) acquisition of in excess of 50% of the Equity Interests of any Person or otherwise causing a person to become a subsidiary of the acquiring Person, or (c) merger, consolidation or amalgamation, whereby a Person becomes a subsidiary of the acquiring Person, or any other consolidation with any Person, whereby a Person becomes a subsidiary of the acquiring Person.

     Affiliate: with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have correlative meanings.

     Agent Indemnitees: Agent and its officers, directors, employees, Affiliates, agents and attorneys.

     Agent Professionals: attorneys, accountants, appraisers, auditors, business valuation experts, environmental engineers or consultants, turnaround consultants, and other professionals and experts retained by Agent.

     Allocable Amount: as defined in Section 5.11.3.

     Anti-Terrorism Laws: any laws relating to terrorism or money laundering, including the Patriot Act.

     Applicable Law: all laws, rules, regulations and governmental guidelines applicable to the Person, conduct, transaction, agreement or matter in question, including all applicable statutory law, common law and equitable principles, and all provisions of constitutions, treaties, statutes, rules, regulations, orders and decrees of Governmental Authorities.

     Applicable Margin: with respect to any Type of Loan, the margin set forth below, as determined by the Fixed Charge Coverage Ratio for the Measurement Period ending as of the most recent Fiscal Quarter end:

		LIBOR Revolver
		Loans and Letter of			Base Rate Revolver
Level	Fixed Charge Coverage Ratio	Credit Fees			Loans
I	> 1.75 to 1:00		3.00	%		2.00	%
II	> 1.25 to 1:00 but < 1.75 to 1.00		3.25	%		2.25	%
III	< 1.25 to 1:00		3.50	%		2.50	%

Until December 31, 2010, margins shall be determined as if Level II were applicable. Thereafter, the margins shall be subject to increase or decrease every three months after receipt by Agent pursuant to Section 10.1.2 of the financial statements and corresponding Compliance Certificate for the most recently ended Fiscal Quarter, which change shall be effective on the first day of the calendar month following receipt. If, by the first day of a month, any financial statements and Compliance Certificate due in the preceding month have not been received, then, at the option of Agent or Required Lenders, the margins shall be determined as if Level III were applicable, from such day until the first day of the calendar month following actual receipt.

     Approved Fund: any Person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in its ordinary course of activities, and is administered or managed by a Lender, an entity that administers or manages a Lender, or an Affiliate of either.

     Approved Private Label Credit Card Program: a private label credit card program that is in form and substance (and for amounts) reasonably satisfactory to Agent.

     Asset Disposition: a sale, lease, license, consignment, transfer or other disposition of Property of a Credit Party or its Subsidiaries, including (a) any issuance of Equity Interests of a Credit Party or its Subsidiaries (other than to a Borrower, Guarantor or the Parent) or (b) a disposition of Property in connection with a sale-leaseback transaction or synthetic lease.

     Assignment and Acceptance: an assignment agreement between a Lender and Eligible Assignee, in the form of Exhibit C.

     Auto-Extension Letter of Credit: as defined in Section 2.3.1(c).

     Availability: the Borrowing Base minus the principal balance of all Revolver Loans.

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     Availability Reserve: the sum (without duplication of any other Reserve or items that are otherwise addressed or excluded through eligibility criteria) of (a) the Rent and Charges Reserve; (b) the LC Reserve; (c) the Bank Product Reserve; (d) the aggregate amount of liabilities at any time secured by Liens upon Collateral that are senior to Agent’s Liens (but imposition of any such reserve shall not waive an Event of Default arising therefrom); and (e) amounts which Agent and Lenders may be required to pay in connection with this Agreement or for which claims may be reasonably expected to be asserted against the Collateral, Agent or Lenders (but imposition of any such reserve shall not waive an Event of Default arising therefrom); and (f) the Joint Venture Distribution Reserve.

     Average Facility Usage: as defined in Section 3.2.1.

     Bank of America: Bank of America, N.A., a national banking association, and its successors and assigns.

     Bank of America Indemnitees: Bank of America and its officers, directors, employees, Affiliates, agents and attorneys.

     Bank Product: any of the following products, services or facilities extended to any Credit Party or Subsidiary by a Lender or any of its Affiliates: (a) Cash Management Services; (b) products under Hedging Agreements; (c) commercial credit card and merchant card services; and (d) other banking products or services as may be requested by any Credit Party or Subsidiary, other than Letters of Credit; provided, however, that for any of the foregoing to be included as an “Obligation” for purposes of a distribution under Section 5.6.1, the Borrower Agent and applicable Secured Party (other than Agent or an Affiliate of Agent) must have previously provided written notice to Agent of (i) the existence of such Bank Product, (ii) the maximum dollar amount of obligations arising thereunder to be included as a Bank Product Reserve (“Bank Product Amount”), and (iii) the methodology to be used by such parties in determining the Bank Product Debt owing from time to time. The Bank Product Amount may be changed from time to time based upon written notice to Agent by the Secured Party. No Bank Product Amount may be established or increased at any time that a Default or Event of Default exists, or if a reserve in such amount would cause the aggregate Revolver Loans to exceed the Borrowing Base.

     Bank Product Amount: as defined in the definition of Bank Product.

     Bank Product Debt: Debt and other obligations of a Credit Party relating to Bank Products.

     Bank Product Reserve: the aggregate amount of reserves established by Agent from time to time in its commercially reasonable discretion in respect of Bank Product Debt. The amount of any Bank Product Reserve established by Agent (x) shall have a reasonable relationship to the Bank Product Debt which is the basis for such Reserve as determined by Agent in good faith and (y) shall not be duplicative of other Reserves then in effect. The imposition of any new Bank Product Reserves or change in a Bank Product Reserve after the Closing Date shall not be effective until three (3) Business Days after notice thereof (which may be oral notice, promptly confirmed in writing) to the Borrower Agent (unless a Default or Event of Default has occurred and is continuing, in which case such reserve or change in reserve shall be effective immediately); provided further that during the period from such notice until such new or changed Bank Product Reserve is effective, the aggregate amount of all outstanding Loans and LC Obligations as of the date of the receipt of notice may not be increased to the extent such increase would not be permitted by virtue of the Borrowing Base as adjusted after giving effect to such modification. Upon delivery of a notice described above, the Credit Parties may take such action as may be required so that the event, condition, circumstance or new fact that is the basis for such Bank Product Reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to the Agent.

     Bankruptcy Code: Title 11 of the United States Code.

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     Base Rate: for any day, a per annum rate equal to the greatest of (a) the Prime Rate for such day; (b) the Federal Funds Rate for such day, plus 0.50%; and (c) LIBOR for a one month interest period as determined on such day, plus 1.00%.

     Base Rate Loan: any Loan that bears interest based on the Base Rate.

     Base Rate Revolver Loan: a Revolver Loan that bears interest based on the Base Rate.

     Blocked Account: any Deposit Account subject to a Blocked Account Agreement.

     Blocked Account Agreement: as defined in Section 8.5.2.

     Board of Governors: the Board of Governors of the Federal Reserve System.

     Borrowed Money: with respect to any Credit Party, without duplication, its (a) Debt that (i) arises from the lending of money by any Person to such Credit Party, (ii) is evidenced by notes, drafts, bonds, debentures, credit documents or similar instruments, (iii) accrues interest or is a type upon which interest charges are customarily paid (excluding trade payables owing in the Ordinary Course of Business), or (iv) was issued or assumed as full or partial payment for Property; (b) Capital Leases; (c) reimbursement obligations with respect to letters of credit; and (d) guaranties of any Debt of the foregoing types owing by another Person.

     Borrower Agent: as defined in Section 4.4.

     Borrowing: a group of Loans of one Type that are made on the same day or are converted into Loans of one Type on the same day.

     Borrowing Base: on any date of determination, an amount equal to the lesser of (a) the aggregate amount of Commitments, minus the Availability Reserve; or (b) the sum of the sum of (i) 85% of the Value of Eligible Current Accounts and Eligible Credit Card Accounts plus (ii) 50% of the Value of Eligible Older Accounts, minus the Borrowing Base Reserve; provided, however, that the portion of the Borrowing Base attributable to Self-Pay Accounts shall not exceed the least of (i) $15.0 million, (ii) 20% of the Borrowing Base, (iii) the aggregate amount of payments (net of collection fees and expenses) received by Credit Parties with respect to Self-Pay Accounts during the three (3) month period then mostly recently ended or (iv) 85% of Net Self-Pay Accounts. Notwithstanding the exclusion under the proviso in the definition of “Eligible Accounts”, (A) 50% of the Value of Accounts purchased or otherwise acquired by a Credit Party in a Permitted Acquisition (as such Value is reflected on the financial statements of the target of such Permitted Acquisition (or if such statements are not available or not applicable, as reasonably estimated by the Borrower Agent and approved by the Agent)) shall be included on and from the date of the consummation of the Permitted Acquisition in the calculation of the Borrowing Base (including for the purpose of determining Availability for Loans being made hereunder on the date of the consummation of the Permitted Acquisition to pay consideration owed in respect thereof) until the earlier of (1) 90 days following the consummation of the Permitted Acquisition pursuant to which such Accounts were acquired or (2) such time as the Agent has completed a customary due diligence investigation as to such Accounts and such target (which investigation may, at the sole discretion of the Agent, include a Field Exam) with results satisfactory to the Agent, at which time the actual Value and eligibility of such Accounts under the Borrowing Base shall be calculated and implemented accordingly, and (B) 50% of the Value of Accounts to be purchased or otherwise acquired by a Credit Party in a Permitted Acquisition shall be included for the purpose of determining Availability in the calculation of Pro Forma Availability in connection with such Permitted Acquisition; provided, however, that in each case, Accounts that would be excluded from the Borrowing Base on the basis of clauses (a), (f) or (l) of the definition of Eligible Current Accounts (or clause (c) of the definition of

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Eligible Credit Card Account) may be excluded from the determination of the Value of such acquired Accounts by Agent and Agent may establish Reserves in its Credit Judgment.

     Borrowing Base Certificate: a certificate, substantially in the form of Exhibit F or otherwise in form and substance satisfactory to Agent, by which Borrower Agent certifies calculation of the Borrowing Base.

     Borrowing Base Reserve: the sum (without duplication of any other Reserve or items that are otherwise addressed or excluded through eligibility criteria, and without duplication of any of the factors taken into account in determining “Value”) of (a) the Rent and Charges Reserve; (b) the LC Reserve; (c) the Bank Product Reserve; (d) the Joint Venture Distribution Reserve; (e) Unapplied Cash Reserve, (f) the aggregate amount of liabilities secured by Liens upon Collateral that are senior in priority to Agent’s Liens (but imposition of any such reserve shall not waive an Event of Default arising therefrom); and (g) such additional reserves, in such amounts and with respect to such matters, as Agent in its reasonable Credit Judgment may elect to impose from time to time.

     Business Day: any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the laws of, or are in fact closed in, North Carolina and New York, and if such day relates to a LIBOR Loan, any such day on which dealings in Dollar deposits are conducted between banks in the London interbank Eurodollar market.

     Capella Surety: a captive, wholly owned Subsidiary of the Parent established for the purpose of insuring the businesses or facilities owned or operated by the Company or any of its Subsidiaries, including but not limited to health care facilities, any joint venture of the Company or any of its Subsidiaries or any physician or other personnel employed by or on the medical staff of any such business or facility.

     Capital Expenditures: all liabilities incurred, expenditures made or payments due (whether or not made) by a Credit Party or Subsidiary for the acquisition of any fixed assets, or any improvements, replacements, substitutions or additions thereto that would be classified as capital expenditures in accordance with GAAP, including the principal portion of Capital Leases.

     Capital Lease: any lease that is required to be capitalized for financial reporting purposes in accordance with GAAP.

     Cash Collateral: cash, and any interest or other income earned thereon, that is delivered to Agent to Cash Collateralize any Obligations.

     Cash Collateral Account: a demand deposit, money market or other account established by Agent at such financial institution as Agent may select in its discretion, which account shall be subject to Agent’s Liens for the benefit of Secured Parties.

     Cash Collateralize: the delivery of cash to Agent, as security for the payment of Obligations, in an amount equal to (a) with respect to LC Obligations, 105% of the aggregate LC Obligations, and (b) with respect to any inchoate, contingent or other Obligations (including Obligations arising under Bank Products but excluding other contingent indemnification Obligations for which no claim has been asserted), Agent’s good faith estimate of the amount due or to become due, including all fees and other amounts relating to such Obligations. “Cash Collateralization” has a correlative meaning.

     Cash Equivalents: (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States government, maturing within 12 months of the date of acquisition; (b) certificates of deposit, time deposits and bankers’ acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by a commercial

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bank organized under the laws of the United States or any state or district thereof, rated A-1 (or better) by S&P or P-1 (or better) by Moody’s at the time of acquisition, and (unless issued by a Lender) not subject to offset rights; (c) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (b) entered into with any bank meeting the qualifications specified in clause (b); (d) commercial paper rated A-1 (or better) by S&P or P-1 (or better) by Moody’s, and maturing within nine months of the date of acquisition; and (e) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either Moody’s or S&P.

     Cash Management Services: any services provided from time to time by Bank of America or any of its Affiliates to any Credit Party or Subsidiary in connection with the Cash Management System, operating, collections, payroll, trust, or other depository or disbursement accounts, including automated clearinghouse, e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and stop payment services.

     Cash Management System: as defined in Section 8.5.2.

     CERCLA: the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq.).

     CHAMPVA: collectively, the Civilian Health and Medical Program of the Department of Veteran Affairs, a program of medical benefits covering retirees and dependents of former members of the armed services administered by the United States Department of Veteran Affairs, and all laws, rules, regulations, manuals, orders, guidelines or requirements pertaining to such program including, without limitation (a) all federal statutes (whether set forth in 38 U.S.C. §1713 or elsewhere) affecting such program to the extent applicable to CHAMPVA and (b) all rules, regulations (including 38 C.F.R. §17.54), manuals, orders and administrative, reimbursement and other guidelines of all Governmental Authorities promulgated in connection with such program (whether or not having the force of law), in each case as the same may be amended, supplemented or otherwise modified from time to time.

     CHAMPVA Account: shall mean an Account payable pursuant to CHAMPVA.

     Change in Law: the occurrence, after the date hereof, of (a) the adoption or taking effect of any law, rule, regulation or treaty; (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority; or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority.

     Change of Control: an event or series of events as a result of which:

     (a) Parent ceases to own and control, beneficially and of record, directly or indirectly, (i) all Equity Interests of the Company, (ii) all Equity Interests of the Borrowers other than the Company and (iii) a majority of the Equity Interests of each Permitted Joint Venture Subsidiary, in each case under clauses (ii) and (iii) other than in connection with a Permitted Disposition;

     (b) the Permitted Holders (i) ceases to have voting control of the Parent or (ii) prior to the consummation of an IPO, ceases to own and control, beneficially and of record, directly or indirectly, at least a majority of the Equity Interests of Parent; or

     (c) after the consummation of an IPO, any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934), other than the Permitted Holders, shall own or control , directly or indirectly, more than the 40%, on a fully diluted basis, of the Equity Interests

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of the Parent entitled to vote for members of the board of directors or equivalent governing body of the Parent;

     (d) a change occurs in the majority of directors of Parent, unless approved by the then majority of directors;

     (e) all or substantially all of any Borrower’s (other than the Company’s) assets are sold or transferred other than a sale or transfer to another Borrower or in a Permitted Asset Disposition; or

     (f) a change of control occurs under the Senior Notes Indenture.

     Claims: all liabilities, obligations, losses, damages, penalties, judgments, proceedings, interest, costs and expenses of any kind (including remedial response costs, reasonable and documented attorneys’ fees and Extraordinary Expenses) at any time (including after Full Payment of the Obligations, resignation or replacement of Agent, or replacement of any Lender) incurred by or asserted against any Indemnitee in any way relating to (a) any Loans, Letters of Credit, Loan Documents, or the use thereof or transactions relating thereto, (b) any action taken or omitted to be taken by any Indemnitee in connection with any Loan Documents, (c) the existence or perfection of any Liens, or realization upon any Collateral, (d) exercise of any rights or remedies under any Loan Documents or Applicable Law, or (e) failure by any Credit Party to perform or observe any terms of any Loan Document, in each case including all reasonable and documented out-of-pocket costs and expenses relating to any investigation, litigation, arbitration or other proceeding (including an Insolvency Proceeding or appellate proceedings), whether or not the applicable Indemnitee is a party thereto; provided, that (i) prior to any Event of Default, Borrowers’ obligations to reimburse Indemnitees for the fees and expenses of counsel shall be limited to one counsel selected by Agent and to the extent necessary, one special or local counsel in each appropriate jurisdiction unless, in the reasonable opinion of Agent, representation of all such Indemnitees would be inappropriate due to the existence of an actual or potential conflict of interest and (ii) during any Event of Default, Borrowers’ obligations to reimburse Indemnitees for the fees and expenses of counsel shall be limited to one counsel for Agent and one counsel for Lenders and to the extent necessary, one special or local counsel in each appropriate jurisdiction unless, in the reasonable opinion of any Lender, representation of all such Indemnitees would be inappropriate due to the existence of an actual or potential conflict of interest.

     Closing Date: as defined in Section 6.1.

     Closing Date Debt Repayment: the repayment of the Debt incurred and outstanding pursuant to the Existing First Lien Debt Documents and the Existing Second Lien Debt Documents.

     CMS: the Centers for Medicare & Medicaid Services of the HHS, and any successor thereto.

     Code: the Internal Revenue Code of 1986.

     Collateral: all Property described in Section 7.1, all Property described in any Security Documents as security for any Obligations, and all other Property that now or hereafter secures (or is intended to secure) any Obligations.

     Commitment: for any Lender, the aggregate amount of such Lender’s Revolver Commitment. “Commitments” means the aggregate amount of all Revolver Commitments.

     Commitment Termination Date: the earliest to occur of (a) the Revolver Termination Date; (b) the date on which Borrowers terminate the Revolver Commitments pursuant to Section 2.1.4; or (c) the date on which the Revolver Commitments are terminated pursuant to Section 11.2.

     Company: as defined in the first paragraph of this Agreement.

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     Company Subordination Agreement: the Subordination and Intercreditor Agreement dated as of the date hereof executed and delivered by the Company (and acknowledged by the Existing Permitted Joint Ventures) in favor of the Agent and the Secured Parties with respect to the Company Subordinated Debt and Liens securing such Debt.

     Company Subordinated Debt: Debt owing from (i) the Existing Joint Venture Subsidiaries to the Company evidenced by the Joint Venture Notes and (ii) any Permitted Joint Venture Subsidiaries formed or acquired after the Closing Date, which Debt is evidenced by notes in favor of the Company.

     Compliance Certificate: a certificate, substantially in the form of Exhibit G or otherwise in form and substance satisfactory to Agent, by which Borrower Agent certifies compliance with Section 10.3, list all outstanding Bank Products and calculate the applicable Level for the Applicable Margin.

     Concentration Account: as defined in Section 8.5.2.

     Concentration Account Agreement: as defined in Section 8.5.2.

     Confidential Healthcare Information: as defined in Section 10.1.1.

     Consolidated Interest Charges: means, for any Measurement Period, the sum of (a) all interest, premium payments, debt discount, fees, charges and related expenses in connection with Borrowed Money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP (including, without limitation, all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net costs under Hedging Agreements, but excluding any non-cash or deferred interest financing costs), net of any interest income for such period, (b) all interest paid or payable with respect to discontinued operations and (c) the portion of rent expense with respect to such period under Capital Leases that is treated as interest in accordance with GAAP, in each case of or by the Parent and its Subsidiaries for the most recently completed Measurement Period, all as determined on a consolidated basis in accordance with GAAP.

     Consolidated Net Income: for any period, for the Company and its Subsidiaries on a consolidated basis, the net income of the Company and its Subsidiaries excluding (a) extraordinary gains and extraordinary losses for such period and (b) the income of any Person the ability of which to make Distributions is restricted by any Restrictive Agreement, except to the extent of the amount of dividends or other distributions actually paid in cash to a Credit Party by such Person during such period. For purposes of calculating Consolidated Net Income, the cumulative non-cash effect of changes in GAAP shall be excluded.

     Contingent Obligation: any obligation of a Person arising from a guaranty, indemnity or other assurance of payment or performance of any Debt, lease, dividend or other obligation (“primary obligations”) of another obligor (“primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person under any (a) guaranty, endorsement, co-making or sale with recourse of an obligation of a primary obligor; (b) obligation to make take-or-pay or similar payments regardless of nonperformance by any other party to an agreement; and (c) arrangement (i) to purchase any primary obligation or security therefor, (ii) to supply funds for the purchase or payment of any primary obligation, (iii) to maintain or assure working capital, equity capital, net worth or solvency of the primary obligor, (iv) to purchase Property or services for the purpose of assuring the ability of the primary obligor to perform a primary obligation, or (v) otherwise to assure or hold harmless the holder of any primary obligation against loss in respect thereof. The amount of any Contingent Obligation shall be deemed to be the stated or determinable amount of the primary obligation (or, if less, the maximum amount for which such Person may be liable under the instrument evidencing the Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability with respect thereto.

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     Contract Provider: any Person who provides professional health care services under or pursuant to any contract with the any Credit Party or any Subsidiary.

     Credit Extension: each of (a) a borrowing of a Revolver Loan and (b) the issuance of, extension of the expiry of or increase in the amount of a Letter of Credit.

     Credit Judgment: Agent’s judgment exercised in good faith, (i) to reflect events, conditions, contingencies or risks in each case, arising or becoming known to Agent after the date hereof which, as reasonably determined by Agent in good faith, adversely affect, or could have a reasonable likelihood of adversely affecting, either (a) the Collateral, its value or the amount that might be received by Agent from the sale or other disposition or realization upon such Collateral, or (b) the assets or business of any Credit Party or (c) the security interests and liens and other rights of Agent or any Lender in the Collateral (including the enforceability, perfection and priority thereof), (ii) to reflect Agent’s good faith belief that any collateral report or financial information furnished by or on behalf of any Credit Party to Agent is or may have been incomplete, inaccurate, misleading or not in accordance with the terms hereof, to the extent thereof, or (iii) in respect of any Default or an Event of Default. The amount of any Reserve established by Agent (x) shall have a reasonable relationship to the event, condition or other matter which is the basis for such Reserve as determined by Agent in good faith and (y) shall not be duplicative of other Reserves then in effect. The imposition of any new reserves or change in a reserve after the Closing Date shall not be effective until three (3) Business Days after notice thereof (which may be oral notice, promptly confirmed in writing) to the Borrower Agent (unless a Default or Event of Default has occurred and is continuing or the reserve or change in reserve is the result of a Lien that is senior in priority to Agent’s Lien that has attached to Collateral included in the Borrowing Base, in which case such reserve or change in reserve shall be effective immediately); provided further that during the period from such notice until such new or changed reserve is effective, the aggregate amount of all outstanding Loans and LC Obligations as of the date of the receipt of notice may not be increased to the extent such increase would not be permitted by virtue of the Borrowing Base as adjusted after giving effect to such modification. Upon delivery of a notice described above, the Credit Parties may take such action as may be required so that the event, condition, circumstance or new fact that is the basis for such Reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to the Agent.

     Credit Party: each Borrower, each Guarantor and each Credit Support Party.

     Credit Support Party: means each Person that is not a Borrower or Guarantor, but which has granted a lien on its assets to secure the Obligations hereunder, including for the avoidance of doubt, each Permitted Joint Venture Subsidiary.

     CWA: the Clean Water Act (33 U.S.C. §§ 1251 et seq.).

     Debt: as applied to any Person, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (d) all obligations of such Person in respect of the deferred purchase price of property or services, (e) all Debt of others secured by (or for which the holder of such Debt has an existing right, contingent or otherwise, to be secured by) any Lien on Property owned or acquired by such Person, whether or not the Debt secured thereby has been assumed (provided that in the event such debt is limited in recourse solely to the property subject to such Lien, for purposes of this Agreement the amount of such debt shall not exceed the book value of the property subject to such Lien), (f) all Contingent Obligations of such Person of Debt of others, (g) all obligations under any Capital Leases of such Person, (h) all obligations, contingent or otherwise, of such Person as an account party or guarantor in respect of letters of credit or in respect of letters of guaranty issued by a bank or any other financial institution, (i) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances or any Hedging Agreement, and (j) all obligations of such Person with respect to the

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redemption, repayment or other repurchase of any Disqualified Equity Interest; provided that, notwithstanding any clause of this definition above, “Debt” shall not include (i) trade payables and expenses owing in the Ordinary Course of Business, and (ii) agreements providing for indemnification, purchase price adjustments or similar obligations incurred or assumed in connection with the acquisition or disposition of assets or capital stock. The Debt of any Person shall include the Debt of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Debt provide that such Person is not liable therefor.

     Default: an event or condition that, with the lapse of time or giving of notice, would constitute an Event of Default.

     Default Rate: for any Obligation (including, to the extent permitted by law, interest not paid when due), 2% plus the interest rate otherwise applicable thereto.

     Defaulting Lender: subject to Section 4.2.3, any Lender that, as reasonably determined by Agent, (a) fails to make any payment or provide funds to Agent or any Borrower as required hereunder, and such failure is not cured within two Business Days, (b) has notified a Borrower, Agent or any Lender that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder or under other agreements in which it commits to extend credit, (c) has failed, within three Business Days after written request by Agent, to confirm in a manner satisfactory to Agent that it will comply with its funding obligations, or (d) has, or has a direct or indirect parent company that has, (i) become the subject of an Insolvency Proceeding, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it, or (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority.

     Deposit Account Control Agreements: the Deposit Account control agreements to be executed by each institution maintaining a Deposit Account, other than Excluded Deposit Accounts, for a Credit Party, in favor of Agent, for the benefit of Secured Parties, as security for the Obligations, including the Blocked Account Agreements.

     Disqualified Equity Interest: Equity Interest that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, (a) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is 180 days after the Commitment Termination Date, (b) is convertible into or exchangeable for debt securities, (c) contains any repurchase obligation that may come into effect prior to the Full Payment of the Obligations, (d) requires cash dividend payments (other than taxes) prior to the date that is 180 days after the Commitment Termination Date, (e) provides the holders of such Equity Interest thereof with any rights to receive any cash upon the occurrence of a change of control or sale of assets prior to the date that is 180 days after the date of Fully Payment of the Obligations; provided, however, that (i) with respect to any Equity Interests issued to any employee or to any plan for the benefit of employees of the Parent or its Subsidiaries or by any such plan to such employees, such Equity Interest shall not constitute Disqualified Equity Interests solely because it may be required to be repurchased by the Parent or one of its Subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, resignation, death or disability and (ii) any class of Equity Interest of such Person that by its terms authorizes such Person to satisfy its obligations thereunder by delivery of an Equity Interest that is not a Disqualified Equity Interest, such Equity Interests shall not be deemed to be Disqualified Equity Interests. Notwithstanding the preceding sentence, any Equity Interest that would constitute Disqualified Stock

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solely because the holders thereof have the right to require a Loan Party to repurchase such Equity Interest upon the occurrence of a change of control or an asset sale shall not constitute Disqualified Stock

     Distribution: any declaration or payment of a distribution, interest or dividend on any Equity Interest (other than payment-in-kind); any distribution or advance to a holder of Equity Interests in respect of such Equity Interest; or any purchase, redemption, or other acquisition or retirement for value of any Equity Interest.

     Dollars: lawful money of the United States.

     Domestic Subsidiary: any Subsidiary organized under the laws of the United States of America, any State thereof or the District of Columbia.

     Dominion Trigger Period: the period (a) commencing on the day that (i) an Event of Default occurs and is continuing or (ii) Availability is less than the Dominion Trigger Threshold and (b) continuing until the date that during the previous 45 consecutive days, (i) no Event of Default has existed and (ii) Availability has been greater than the Dominion Trigger Threshold at all times during such period.

     Dominion Trigger Threshold: the greater of (a) 20% of the aggregate Commitments at such time and (b) $15,000,000.

     EBITDA: for any Measurement Period, for the Company and its Subsidiaries on a consolidated basis determined in accordance with GAAP, an amount equal to:

     (a) Consolidated Net Income for such period plus

     (b) the following (without duplication) to the extent deducted in calculating such Consolidated Net Income for such period:

     (i) Consolidated Interest Charges;

     (ii) provision for Federal, state, local and foreign income taxes paid or payable by the Company and its Subsidiaries;

     (iii) the amount of depreciation and amortization expense;

     (iv) other extraordinary, unusual or non-recurring expenses or losses of the Company and its Subsidiaries which, in each case, do not represent a cash item in such period or any future period;

     (v) one-time costs, fees, expenses, and charges incurred in connection with Permitted Acquisitions, whether or not fully consummated in an aggregate amount of up to $10,000,000 during such period;

     (vi) losses from discontinued operations to the extent such losses were deducted in computing such Consolidated Net Income in an aggregate amount of up to $5,000,000 during such period;

     (vii) non-controlling interest expense consisting of income of Subsidiaries attributable to minority Equity Interests of third parties in such Subsidiaries, net of Distributions declared or paid on Equity Interests held by third parties;

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     (viii) one-time costs, fees, expenses, and charges in an aggregate amount of up to $30,000,000 incurred in connection with the financing transactions (including the issuance of the Senior Notes) contemplated in this Agreement; and

     (ix) without duplication, any non-cash items decreasing Consolidated Net Income;

          minus

     (c) the following to the extent included in calculating such Consolidated Net Income:

(i) all non-cash items increasing Consolidated Net Income for such period,

(ii) gains related to pensions and other post-employment benefits; and

(iii) Federal, state, local and foreign income tax credits for such period.

For the purposes of calculating EBITDA for any Measurement Period, if at any time during such Measurement Period (and after the Closing Date), the Company or any of its Subsidiaries shall have made a Permitted Acquisition, or asset dispositions (other than dispositions in the Ordinary Course of Business), or discontinued a line of business or operations (or the effects thereof shall have occurred or be implemented in such Measurement Period) (the foregoing shall collectively be referred to as a “Material Event”), EBITDA for such Measurement Period shall be calculated after giving pro forma effect to such Material Event and any adjustments arising out of such Material Event, as are directly attributable to such Material Event, factually supportable, based on reasonable, good faith assumptions and calculations provided to Agent and reasonably expected to have a continuing impact (x) determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act of 1933 and as interpreted by the staff of the SEC and (y) acceptable to the Agent in its sole reasonable discretion, in each case, as if any such Material Event or adjustment occurred on the first day of such Measurement Period.

     Eligible Accounts: Eligible Current Accounts, Eligible Credit Card Accounts and Eligible Older Accounts, provided, however, that Accounts acquired or originated by a Person acquired in a Permitted Acquisition shall not be Eligible Accounts until such time as the Agent has completed a customary due diligence investigation as to such Accounts and such Person, which investigation may, at the sole discretion of the Agent, include a Field Exam, and the Agent is reasonably satisfied with the results thereof.

     Eligible Assignee: a Person that is 1.1.2. a Lender, U.S.-based Affiliate of a Lender or Approved Fund (other than a Defaulting Lender or any of its Subsidiaries or any Person who, upon becoming a Lender hereunder, would constitute a Defaulting Lender); 1.1.3. any other financial institution approved by Agent and Borrower Agent (which approval by Borrower Agent shall not be unreasonably withheld or delayed, and shall be deemed given if no objection is made within two Business Days after notice of the proposed assignment), that is organized under the laws of the United States or any state or district thereof, has total assets in excess of $5 billion, extends asset-based lending facilities in its Ordinary Course of Business and whose becoming an assignee would not constitute a prohibited transaction under Section 4975 of the Code or any other Applicable Law (other than any Person who, upon becoming a Lender hereunder, would constitute a Defaulting Lender); and 1.1.4. during any Event of Default, any Person acceptable to Agent in its discretion. None of the Borrower or any Affiliates of the Borrower or Sponsor shall be Eligible Assignees.

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     Eligible Credit Card Accounts: as of any date of determination, Accounts due to a Credit Party (other than a Guarantor) from major credit card and debit card processors (including, but not limited to, VISA, Mastercard, American Express, Diners Club, DiscoverCard, Interlink, NYCE and other recognized payment processing services reasonably acceptable to Agent) that arise in the Ordinary Course of Business and which have been earned by performance and that are not excluded as ineligible by virtue of one or more of the criteria set forth below. None of the following shall be deemed to be Eligible Credit Card Accounts:

     (a) Accounts that have been outstanding for more than seven (7) Business Days from the date of charge, or for such longer period(s) as may be approved by the Agent in its reasonable discretion except to the extent the Required Lenders revoke or limit any such longer period;

     (b) Accounts with respect to which a Credit Party is not the owner or otherwise does not have good, valid and marketable title, free and clear of any Lien (other than Liens permitted hereunder pursuant to Sections 10.2.2(a), (c), (d), (e), (k) and (s);

     (c) Accounts as to which the Agent’s Lien attached thereon on behalf of itself and the Lenders, is not a first priority perfected Lien, other than Liens permitted hereunder pursuant to Sections 10.2.2(a) and (c);

     (d) Accounts which are disputed, or with respect to which a claim, counterclaim, offset or chargeback has been asserted, by the related credit card processor (but only to the extent of such dispute, counterclaim, offset or chargeback) or which are not a valid, legally enforceable obligation of the applicable processor with respect thereto;

     (e) Accounts as to which the credit card processor has the right under certain circumstances to require a Credit Party to repurchase the Accounts from such credit card or debit card processor;

     (f) Accounts arising from any private label credit card program of a Credit Party, unless acceptable to Agent in its Credit Judgment;

     (g) Accounts which are evidenced by chattel paper or an instrument of any kind; and

     (h) Accounts due from credit card and debit card processors (other than Visa, Mastercard, American Express, Diners Club, DiscoverCard, Interlink, NYCE, Maestro, Cirrus, PLUS, MAC, STAR, Pulse, as of the date hereof, and other recognized payment processing services reasonably acceptable to Agent) which the Agent in its reasonable Credit Judgment determines to be unlikely to be collected.

     Eligible Current Account: an Account owing to a Credit Party (other than a Guarantor) that arises in the Ordinary Course of Business from the sale of goods or rendition of services, is payable in Dollars and is deemed by Agent, in its Credit Judgment, to be an Eligible Account. Without limiting the foregoing, no Account shall be an Eligible Current Account if:

     (a) the Account Debtor is organized or has its principal offices or assets outside the United States or Canada;

     (b) (i) such Credit Party’s right to receive payment is not absolute or is contingent upon the fulfillment of any condition whatsoever (other than the preparation and delivery of a bill) or (ii) as to which such Credit Party is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process;

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     (c) any defense, counterclaim, set-off or dispute exists as to such Account (including for overpayments), but only to the extent of such defense, counterclaim, setoff or dispute;

     (d) such Account is not a true and correct statement of bona fide obligation incurred in the amount of the Account for merchandise sold to or services rendered and accepted by the applicable Account Debtor (or, in the event that the Account Debtor is a Third Party Payor, merchandise sold to or services rendered and accepted by the intended beneficiary);

     (e) a bill, reasonably acceptable to the Agent in form and substance or otherwise in the form otherwise required by any Account Debtor, has not been sent to the applicable Account Debtor in respect of such Account within 30 days (or within 60 days with respect to up to $5,000,000 of Accounts) after the earlier of (i) the date the patient as to which such Account relates has been discharged or (ii) the date as of which such Account is first included in the Borrowing Base Certificate or otherwise reported to the Agent as Collateral;

     (f) such Account (i) is not owned by such Credit Party or (ii) is subject to any Lien, other than Liens permitted hereunder pursuant to Sections 10.2.2(a), (c), (d), (e), (k) and (s);

     (g) such Account is the obligation of an Account Debtor that is a director, officer, other employee or Affiliate of any Credit Party (other than Accounts arising from the provision of medical care delivered to such Account Debtor in the Ordinary Course of Business), or to any entity (other than a Third Party Payor) that has any common officer or director with any Credit Party;

     (h) except for Government Accounts that are otherwise Eligible Accounts, such Account is the obligation of an Account Debtor that is the United States government or a political subdivision thereof, or department, agency or instrumentality thereof unless the Agent, in its sole discretion, has agreed to the contrary in writing and such Credit Party, if necessary or desirable, has complied with respect to such obligation with the Federal Assignment of Claims Act of 1940, or any applicable state, county or municipal law restricting assignment thereof;

     (i) the Account Debtor has supplied goods sold or services to a Credit Party but only to the extent of the potential offset;

     (j) upon the occurrence of any of the following with respect to such Account:

     (1) the Account is not paid within 120 days following the original invoice date;

     (2) the Account Debtor or as applicable the Third Party Payor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due;

     (3) any Account Debtor obligated upon such Account is a debtor or a debtor in possession under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors;

     (k) such Account is the obligation of an Account Debtor from whom 50% or more of the dollar amount of all Accounts owing by that Account Debtor are ineligible under the criteria set forth in this definition;

     (l) such Account is one as to which the Agent’s Lien thereon, on behalf of itself and the Lenders, is not a first priority perfected Lien, other than Liens permitted hereunder pursuant to Sections 10.2.2(a) and (c);

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     (m) any of the representations or warranties in the Credit Documents with respect to such Account are untrue in any material respect with respect to such Account (or, with respect to representations or warranties that are qualified by materiality, any of such representations and warranties are untrue);

     (n) such Account is evidenced by a judgment, Instrument or Chattel Paper (each such term as defined in the UCC) (other than Instruments or Chattel Paper that are held by any Credit Party or that have been delivered to the Agent);

     (o) the Account Debtor has made a partial payment (other than a co-pay); the Account represents a progress billing or retainage; or it includes a billing for interest, fees or late charges, but ineligibility shall be limited to the extent thereof;

     (p) such Account is otherwise unacceptable to the Agent in its Credit Judgment;

     (q) such Account has been redated, extended, compromised, settled or otherwise modified or discounted, except discounts or modifications that are granted by a Credit Party in the Ordinary Course of Business and that are reflected in the calculation of the Borrowing Base;

     (r) such Account exceeds the amount such Credit Party is entitled to receive under any capitation arrangement, fee schedule, discount formula, cost-based reimbursement, contractual allowance or other adjustment or limitation to such Person’s usual charges (to the extent of such excess);

     (s) such Account is of an Account Debtor that is located in a state requiring the filing of a notice of business activities report or similar report in order to permit a Credit Party to seek judicial enforcement in such state of payment of such Account, unless such Credit Party has qualified to do business in such state or has filed a notice of business activities report or equivalent report for the then-current year or if such failure to file and inability to seek judicial enforcement is capable of being remedied without any material delay or material cost; or

In calculating delinquent portions of Accounts under clauses (k) or (l) credit balances more than 120 days old will be excluded.

     Eligible Older Account: an Account that would constitute an Eligible Current Account except that such account remains unpaid for more than 120 days after the original invoice date; provided however that no Account shall be an Eligible Older Account if it is unpaid for more than 150 days after the original invoice date.

     Enforcement Action: any action to enforce any Obligations or Loan Documents or to realize upon any Collateral (whether by judicial action, self-help, notification of Account Debtors, exercise of setoff or recoupment, or otherwise).

     Environmental Laws: all Applicable Laws (including all programs, permits and guidance promulgated by regulatory agencies), relating to public health (but excluding occupational safety and health, to the extent regulated by OSHA) or the protection or pollution of the environment, including CERCLA, RCRA and CWA.

     Environmental Notice: a notice (whether written or oral) from any Governmental Authority or other Person of any possible noncompliance with, investigation of a possible violation of, litigation relating to, or potential fine or liability under any Environmental Law, or with respect to any Environmental Release, environmental pollution or hazardous materials, including any complaint, summons, citation, order, claim, demand or request for correction, remediation or otherwise.

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     Environmental Release: a release as defined in CERCLA or under any other Environmental Law.

     Equity Interest: the interest of any (a) shareholder in a corporation; (b) partner in a partnership (whether general, limited, limited liability or joint venture); (c) member in a limited liability company; or (d) other Person having any other form of equity security or ownership interest.

     ERISA: the Employee Retirement Income Security Act of 1974.

     ERISA Affiliate: any trade or business (whether or not incorporated) under common control with a Credit Party within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

     ERISA Event: (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of any Credit Party or ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by any Credit Party or ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) the institution by the PBGC of proceedings to terminate a Pension Plan; (f) any Credit Party or ERISA Affiliate fails to meet any funding obligations with respect to any Pension Plan or Multiemployer Plan, or requests a minimum funding waiver; (g) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (h) the determination that any Pension Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; or (i) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Credit Party or ERISA Affiliate.

     Event of Default: as defined in Section 11.

     Excluded Capital Expenditures: Capital Expenditures (a) financed directly with proceeds of a substantially contemporaneous issuance of Equity Interests by the Parent (other than to a Credit Party or Subsidiary), (b) financed with Borrowed Money permitted hereunder other than Revolver Loans, or (c) made with (i) Net Proceeds from any Permitted Asset Disposition described in clauses (b), (j), (k) and (s) of the definition thereof or (ii) proceeds of insurance arising from any casualty or other insured damage or from condemnation or similar awards with respect to any property or asset.

     Excluded Deposit Account: any Deposit Account (a) used exclusively for payroll, payroll taxes, employee benefits (including deferred compensation plans approved by the Board of Directors of the Parent) or similar operational disbursements, (b) maintained in the Ordinary Course of Business containing not more than $100,000 at any time (and not more than $500,000 in the aggregate at any time for all such Excluded Deposit Accounts arising under this clause (b)), (c) constituting an Excluded Facility Deposit Account or (d) containing only equity proceeds from the Sponsor solely for Capital Expenditures.

     Excluded Facility Deposit Account: the Recourse Account and each Deposit Account maintained in the Ordinary Course of Business of the Borrowers containing not more than $7,000,000 in the aggregate at any time for all such Deposit Accounts and subject to the sweep requirements of Section 8.5.2(g).

     Excluded Tax: with respect to Agent, any Lender, Issuing Bank or any other recipient of a payment to be made by or on account of any Obligation, (a) taxes imposed on or measured by its overall

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net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located; (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which a Borrower is located; (c) any backup withholding tax required by the Code to be withheld from amounts payable to a Lender that has failed to comply with Section 5.10; and (d) in the case of a Foreign Lender, any United States withholding tax that is (i) required to be imposed on amounts payable to such Foreign Lender pursuant to laws in force at the time such Foreign Lender becomes a party hereto (or designates a new Lending Office), or (ii) attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 5.10, except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from Borrowers with respect to such withholding tax pursuant to Section 5.9.

     Existing First Lien Debt Documents: the Second Amended and Restated First Lien Credit Agreement and related loan documents dated as of February 29, 2008 by and among Capella Healthcare, Inc. as borrower, Capella Holdings, Inc., as holdings, Citicorp North America, Inc. as agent and the other lenders and issuers party thereto.

     Existing Joint Venture Subsidiaries: collectively, Columbia Capital Medical Center Limited Partnership, a Washington limited partnership, Hot Springs National Park Hospital Holdings, LLC, a Delaware limited liability company, White County Community Hospital, LLC, a Delaware limited liability company, White County Physician Services, LLC, a Tennessee limited liability company, National Park Real Property, LLC, a Delaware limited liability company and Capital Medical Center Physicians, LLC, a Delaware limited liability company.

     Existing Letters of Credit: that certain Letter of Credit issued February 29, 2007 with a face value of $725,000 (L/C Reference Number 61661166) and that certain Letter of Credit issued November 30, 2005 with a face value of $4,045,000 (L/C Reference Number 61646291), each issued by Citibank, N.A.

     Existing Second Lien Debt Documents: the Second Amended and Restated Second Lien Credit Agreement and related loan documents dated as of February 29, 2008 by and among Capella Healthcare, Inc. as borrowers, Capella Holdings, Inc., as holdings, Citicorp North America, Inc. as agent and the other lenders and issuers party thereto.

     Extraordinary Expenses: all costs, expenses or advances that Agent may incur in connection with the Loan Documents and the transactions contemplated thereby during a Default or Event of Default, or during the pendency of an Insolvency Proceeding of a Credit Party, including those relating to (a) any audit, inspection, repossession, storage, appraisal, insurance, preparation or advertising for sale, sale, collection, or other preservation of or realization upon any Collateral; (b) any action, arbitration or other proceeding (whether instituted by or against Agent, any Lender, any Credit Party, any representative of creditors of a Credit Party or any other Person) in any way relating to any Collateral (including the validity, perfection, priority or avoidability of Agent’s Liens with respect to any Collateral), Loan Documents, Letters of Credit or Obligations, including any lender liability or other Claims (excluding any Claim that is determined in a final, nonappealable judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of Agent); (c) the exercise, protection or enforcement of any rights or remedies of Agent in, or the monitoring of, any Insolvency Proceeding; (d) settlement or satisfaction of any taxes, charges or Liens with respect to any Collateral; (e) any Enforcement Action; (f) negotiation and documentation of any modification, waiver, workout, restructuring or forbearance with respect to any Loan Documents or Obligations; and (g) Protective Advances. Such costs, expenses and advances include transfer fees, Other Taxes, storage fees, insurance costs, permit fees, utility reservation and standby fees, legal fees (subject to the limitations set forth in

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clause (ii) of the definition of “Claims” herein), appraisal fees, brokers’ fees and commissions, auctioneers’ fees and commissions, accountants’ fees, wages and salaries or fees paid to independent contractors in liquidating any Collateral, and travel expenses.

     FASB ASC: the Accounting Standards Codification of the Financial Accounting Standards Board. “Federal health care offense” has the same meaning as the definition at subsection (a) of 18 U.S.C. § 24, and any statutes succeeding thereto.

     Federal health care program: as defined in subsection (f) of 42 U.S.C. § 1320a-7b, and any statutes succeeding thereto.

     Federal Funds Rate: (a) the weighted average of interest rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on the applicable Business Day (or on the preceding Business Day, if the applicable day is not a Business Day), as published by the Federal Reserve Bank of New York on the next Business Day; or (b) if no such rate is published on the next Business Day, the average rate (rounded up, if necessary, to the nearest 1/8 of 1%) charged to Bank of America on the applicable day on such transactions, as determined by Agent.

     Fee Letter: the fee letter agreement between Agent and the Company.

     Field Exam: any visit and inspection of the properties, assets and records of any Credit Party during the term of this Agreement, which shall include access to such properties, assets and records sufficient to permit the Agent or its representatives to examine, audit and make extracts from any Credit Party’s books and records, make examinations and audits of any Credit Party’s other financial matters and Collateral as Agent deems appropriate in its Credit Judgment, and discussions with its officers, employees, agents and advisors regarding such Credit Party’s business, financial condition, assets, prospects and results of operations.

     Fiscal Quarter: each period of three months, commencing on the first day of a Fiscal Year.

     Fiscal Year: the fiscal year of Parent and Subsidiaries for accounting and tax purposes, ending on December 31st of each year.

     Fixed Charge Coverage Ratio: the ratio, determined on a consolidated basis for the Company and Subsidiaries for the most recent four Fiscal Quarters, of (a) EBITDA minus Capital Expenditures (other than Excluded Capital Expenditures) and cash taxes paid, to (b) Fixed Charges.

     Fixed Charge Trigger Period: the period (a) commencing on the day that Availability is less than the Fixed Charge Trigger Threshold and (b) continuing until the date that during the previous 45 consecutive days, Availability has been greater than the Fixed Charge Trigger Threshold at all times during such period, provided that the Parent shall have the right to make a cash equity contribution to the Borrowers (the “Cure Right”) within 10 days of the first date that Availability is less than the Fixed Charge Trigger Threshold (the “Fixed Charge Trigger Date”), in an amount that would be sufficient to increase Availability to an amount greater than the Fixed Charge Trigger Threshold as of the Fixed Charge Trigger Date, and upon receipt by the Agent within such 10 day period of such cash amount (the “Cure Amount”) pursuant to the exercise by Parent of such Cure Right, such Fixed Charge Trigger Period shall be deemed not to have occurred; provided, that (i) no Credit Extensions shall have been requested by Borrower Agent during the period from the Fixed Charge Trigger Date to the date the Cure Amount is received, (ii) the Cure Right may only be exercised up to two (2) times in any Fiscal Year and (iii) to the extent that on the date the Cure Amount is received by Agent, the Availability on such date is less than the Availability on the Fixed Charge Trigger Date (as a result of deemed Borrowings, interest or other amounts becoming due, changes in the Borrowing Base, or otherwise), the Cure Amount shall be in an

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amount sufficient to increase Availability as of the date the Cure Amount is received by Agent to an amount greater than the Fixed Charge Trigger Threshold as of such date.

     Fixed Charge Trigger Threshold: the greater of (a) 20% of the aggregate Commitments at such time and (b) $15,000,000.

     Fixed Charges: the sum of (a) Consolidated Interest Charges paid or required to be paid in cash (other than payment-in-kind), (b) mandatory and voluntary principal payments made on Borrowed Money (other than the Closing Date Debt Repayment), and (c) all Distributions made in cash (other than cash Distributions by Subsidiaries that are not wholly-owned to holders of Equity Interests therein who are not Credit Parties).

     FLSA: the Fair Labor Standards Act of 1938.

     Foreign Lender: any Lender that is organized under the laws of a jurisdiction other than the laws of the United States, or any state or district thereof.

     Foreign Plan: any employee benefit plan or arrangement (a) maintained or contributed to by any Credit Party or Subsidiary that is not subject to the laws of the United States; or (b) mandated by a government other than the United States for employees of any Credit Party or Subsidiary.

     Foreign Subsidiary: a Subsidiary that is a “controlled foreign corporation” under Section 957 of the Code, such that a guaranty by such Subsidiary of the Obligations or a Lien on the assets of such Subsidiary to secure the Obligations would, in the good faith judgment of Borrower Agent, result in material tax liability to the Credit Parties.

     Fronting Exposure: at any time there is a Defaulting Lender, (a) with respect to the Issuing Bank, such Defaulting Lender’s Pro Rata share of the outstanding LC Obligations other than LC Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof; and (b) with respect to Agent’s provision of Swingline Loans, such Defaulting Lender’s Pro Rata share of Swingline Loans other than Swingline Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

     Full Payment: with respect to any Obligations, (a) the full and indefeasible cash payment thereof, including any interest, fees and other charges accruing during an Insolvency Proceeding (whether or not allowed in the proceeding); (b)or if such Obligations are Bank Product Debt, LC Obligations or any other Obligations contingent in nature (except such other contingent indemnification Obligations for which no claim has been asserted), Cash Collateralization thereof (or delivery of a standby letter of credit acceptable to Agent in its discretion, in the amount of required Cash Collateral). No Loans shall be deemed to have been paid in full until all Commitments related to such Loans have expired or been terminated.

     GAAP: generally accepted accounting principles in effect in the United States from time to time.

     Government Accounts: collectively, any and all Accounts which are (a) Medicare Accounts, (b) Medicaid Accounts, (c) TRICARE Accounts, (d) CHAMPVA Accounts or (e) any other Account payable by a Governmental Authority acceptable to the Agent in its Credit Judgment.

     Governmental Approvals: all authorizations, consents, approvals, licenses and exemptions of, registrations and filings with, and required reports to, all Governmental Authorities.

     Governmental Authority: any federal, state, municipal, foreign or other governmental department, agency, commission, board, bureau, court, tribunal, instrumentality, political subdivision, or other entity

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or officer exercising executive, legislative, judicial, regulatory or administrative functions for or pertaining to any government or court, in each case whether associated with the United States, a state, district or territory thereof, or a foreign entity or government.

     Government Receivables Bank: as defined in Section 8.5.2.

     Government Receivables Deposit Account: as defined in Section 8.5.2.

     Government Receivables Deposit Account Agreement: as defined in Section 8.5.2.

     Guarantor Payment: as defined in Section 5.11.3.

     Guarantors: the Subsidiary Guarantors and each other Person who guarantees payment or performance of any Obligations from time to time.

     Guaranty: each guaranty agreement, including the guaranties set forth in Section 15, executed by a Guarantor in favor of Agent.

     Hedging Agreement: an agreement relating to any swap, cap, floor, collar, option, forward, cross right or obligation, or combination thereof or similar transaction, with respect to interest rate, foreign exchange, currency, commodity, credit or equity risk.

     HHS: the United States Department of Health and Human Services, and any successor thereto.

     Hindsight Analysis: (a) the Borrower Agent’s analysis, performed as the last day of each month for the 12 months ended the prior month end, of write-offs and collectability on Self-Pay Accounts for such period, as more detailed in the FTI Consulting, Inc. Report to the Agent dated as of March 26, 2010; or (b) after the Closing Date, any changed, modified or alternate analysis implemented or utilized by Borrower Agent to derive, on a monthly basis, the information set forth in clause (a) above, to the extent that such changed, modified or alternate method and analysis is reasonably satisfactory to the Company’s certified public accountants.

     Hindsight Collection Rate: the percent, determined as of each month end after the Closing Date for the 12 months ended the prior month end, of collections on Self-Pay Accounts during such period, net of allowances and write-offs, as determined (i) through the Hindsight Analysis corresponding to such month end, or (ii) in a manner reasonably satisfactory to the Agent.

     HIPAA: the Health Insurance Portability and Accountability Act of 1996, as amended, which includes the privacy standards adopted by HHS as they may be amended from time to time, 45 C.F.R. parts 160 and 164, subparts A and E, the security standards adopted by HHS as they may be amended from time to time, 45 C.F.R. parts 160, 162 and 164, subpart C, and the privacy provisions of the Health Information Technology for Economic and Clinical Health Act and its implementing regulations.

     Immaterial Credit Party: any Credit Party other than the Company that (a) if designated, could be included in the group of Subsidiaries designated as “Immaterial Subsidiaries” in the definition thereof, but for the fact that such Credit Party owns assets included in the Borrowing Base, (b) is immaterial to the Credit Parties taken as a whole and (c) does not own any assets with an aggregate value in excess of $3,000,000 included in the Borrowing Base.

     Immaterial Subsidiary: each Subsidiary of the Company that has been designated by the Borrower Agent in writing to the Agent as an “Designated Immaterial Subsidiary” for purposes of this Agreement and the other Loan Documents, provided that at no time shall (a) the total assets of all Immaterial Subsidiaries as of the end of the most recent Fiscal Quarter for which Financial Statements

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have been delivered hereunder, equal or exceed three percent (3.0%) of the consolidated total assets of the Company and its Subsidiaries, or (b) any Immaterial Subsidiary own any assets included in the Borrowing Base, or (c) the gross revenues of all Immaterial Subsidiaries (including any Immaterial Subsidiaries dissolved, liquidated or otherwise disposed of during any Measurement Period) for any Measurement Period equal or exceed three percent (3.0%) of the consolidated gross revenues of the Company and its Subsidiaries for such Measurement Period, in each case as determined in accordance with GAAP. As of the Closing Date, the Subsidiaries specified on Schedule 1.2 hereto are the only Subsidiaries designated by the Borrower Agent as Immaterial Subsidiaries for purposes of this Agreement and the other Loan Documents.

     Indemnified Taxes: Taxes other than Excluded Taxes.

     Indemnitees: Agent Indemnitees, Lender Indemnitees, Issuing Bank Indemnitees and Bank of America Indemnitees.

     Insolvency Proceeding: any case or proceeding commenced by or against a Person under any state, federal or foreign law for, or any agreement of such Person to, (a) the entry of an order for relief under the Bankruptcy Code, or any other insolvency, debtor relief or debt adjustment law; (b) the appointment of a receiver, trustee, liquidator, administrator, conservator or other custodian for such Person or any part of its Property; or (c) an assignment or trust mortgage for the benefit of creditors.

     Intellectual Property: all intellectual and similar Property of a Person, including inventions, designs, patents, copyrights, trademarks, service marks, trade names, trade secrets, confidential or proprietary information, customer lists, know-how, software and databases; all embodiments or fixations thereof and all related documentation, applications, registrations and franchises; all licenses or other rights to use any of the foregoing; and all books and records relating to the foregoing.

     Intellectual Property Claim: any claim or assertion (whether in writing, by suit or otherwise) that a Credit Party’s or Subsidiary’s ownership, use, marketing, sale or distribution of any Inventory, Equipment, Intellectual Property or other Property violates another Person’s Intellectual Property.

     Interest Period: as defined in Section 3.1.3.

     Interest Rate Contract: any interest rate swap, collar or cap agreement, or other agreement or arrangement by any Credit Party or Subsidiary with a Lender that is designed to protect against fluctuations in interest rates.

     Inventory: as defined in the UCC, including all goods intended for sale, lease, display or demonstration; all work in process; and all raw materials, and other materials and supplies of any kind that are or could be used in connection with the manufacture, printing, packing, shipping, advertising, sale, lease or furnishing of such goods, or otherwise used or consumed in a Credit Party’s business (but excluding Equipment).

     Investment: any acquisition of all or substantially all assets of a Person; any acquisition of record or beneficial ownership of any Equity Interests of a Person; or any loan, advance or capital contribution to or other investment in a Person. Notwithstanding anything to the contrary herein, prepaid expenses, extension of trade credit recorded as accounts receivable and other similar items created, in each case, in the Ordinary Course of Business are not Investments.

     IPO: the issuance by Parent of its common stock in an underwritten primary public offering pursuant to an effective registration statement (other Form S-8) filed with the Securities and Exchange Commission in accordance with the Securities Exchange Act of 1933.

     IRS: the United States Internal Revenue Service.

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     Issuing Bank: (i) Bank of America or an Affiliate of Bank of America and (ii) with respect to the Existing Letters of Credit, Citibank, N.A.

     Issuing Bank Indemnitees: Issuing Bank and its officers, directors, employees, Affiliates, agents and attorneys.

     Joint Venture Distribution Reserve: on any date of determination, the cumulative aggregate amounts reported monthly by Borrower Agent as the amount of Distributions to be made (but not yet made) to non-Credit Party holders of Equity Interests in Joint Venture Subsidiaries, as of such date.

     Joint Venture Notes: (i) that certain Amended and Restated Demand Promissory Note dated October 1, 2008 from Columbia Capital Medical Center Limited Partnership in favor of the Company in the stated principal amount of $10,000,000, (ii) that certain Amended and Restated Promissory Note dated October 1, 2008 from Columbia Capital Medical Center Limited Partnership in favor of the Company in the stated principal amount of $42,131,605, (iii) that certain Demand Promissory Note dated August 31, 2009 from White County Community Hospital, LLC in favor of the Company in the stated principal amount of $10,000,000, and (iv) that certain Promissory Note dated August 31, 2008 from White County Community Hospital, LLC in favor of the Company in the stated principal amount of $4,480,000.

     Joint Venture Subsidiary Security Documents: (i) the security agreement dated as of the date hereof, executed and delivered by the Permitted Joint Venture Subsidiaries in favor of the Agent for the benefit of the Secured Parties (whether executed by the Existing Joint Venture Subsidiaries on the date hereof or by joinder agreements with respect to Permitted Joint Venture Subsidiaries formed or acquired after the date hereof) and all other documents, instruments and agreements now or hereafter executed or delivered in connection therewith or with any such joinder agreement and (ii) any security agreement executed by Joint Venture Subsidiaries formed or acquired after the date hereof in favor of the Agent for the benefit of the Secured Parties and all other documents, instruments and agreements now or hereafter executed or delivered in connection therewith.

     LC Application: an application by Borrower Agent to Issuing Bank for issuance of a Letter of Credit, in form and substance satisfactory to Issuing Bank.

     LC Conditions: the following conditions necessary for issuance of a Letter of Credit: (a) each of the conditions set forth in Section 6; (b) after giving effect to such issuance, total LC Obligations do not exceed the Letter of Credit Subline, the aggregate Revolver Loans do not exceed the Borrowing Base and, if no Revolver Loans are outstanding, the LC Obligations do not exceed the Borrowing Base (without giving effect to the LC Reserve for purposes of this calculation); (c) the expiration date of such Letter of Credit is (i) no more than 365 days from issuance (or automatic renewal, in the case of an Auto-Extension Letter of Credit), in the case of standby Letters of Credit, (ii) no more than 180 days from issuance, in the case of documentary Letters of Credit, and (iii) except as agreed by Agent and the Issuing Bank, at least 10 Business Days prior to the Revolver Termination Date; (d) the Letter of Credit and payments thereunder are denominated in Dollars; and (e) the purpose and form of the proposed Letter of Credit is satisfactory to Issuing Bank in its reasonable discretion.

     LC Documents: all documents, instruments and agreements (including LC Requests and LC Applications) delivered by Borrower Agent or any other Person to Issuing Bank or Agent in connection with issuance, amendment or renewal of, or payment under, any Letter of Credit.

     LC Obligations: the sum (without duplication) of (a) all amounts owing by Borrowers for any drawings under Letters of Credit; (b) the stated amount of all outstanding Letters of Credit; and (c) all fees and other amounts owing with respect to Letters of Credit.

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     LC Request: a request for issuance of a Letter of Credit, to be provided by Borrower Agent to Issuing Bank, in form satisfactory to Agent and Issuing Bank.

     LC Reserve: the aggregate of all LC Obligations, other than (a) those that have been Cash Collateralized; and (b) if no Default or Event of Default exists, those constituting fees relating to Letters of Credit and charges owing to the Issuing Bank.

     Lender Indemnitees: Lenders and their officers, directors, employees, Affiliates, agents and attorneys.

     Lenders: as defined in the preamble to this Agreement, including Agent in its capacity as a provider of Swingline Loans and any other Person who hereafter becomes a “Lender” pursuant to an Assignment and Acceptance.

     Lending Office: the office designated as such by the applicable Lender at the time it becomes party to this Agreement or thereafter by notice to Agent and Borrower Agent.

     Letter of Credit: (i) any standby or documentary letter of credit issued by Issuing Bank for the account of a Borrower, or any indemnity, guarantee, exposure transmittal memorandum or similar form of credit support issued by Agent or Issuing Bank for the benefit of a Borrower or (ii) any Existing Letter of Credit.

     Letter of Credit Subline: $80,000,000.

     LIBOR: for any Interest Period with respect to a LIBOR Loan, the per annum rate of interest (rounded up, if necessary, to the nearest 1/8th of 1%), determined by Agent at approximately 11:00 a.m. (London time) two Business Days prior to commencement of such Interest Period, for a term comparable to such Interest Period, equal to (a) the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source designated by Agent); or (b) if BBA LIBOR is not available for any reason, the interest rate at which Dollar deposits in the approximate amount of the LIBOR Loan would be offered by Bank of America’s London branch to major banks in the London interbank Eurodollar market. If the Board of Governors imposes a Reserve Percentage with respect to LIBOR deposits, then LIBOR shall be (i) the foregoing rate divided by (ii) 1 minus the Reserve Percentage.

     LIBOR Loan: each set of LIBOR Revolver Loans having a common length and commencement of Interest Period.

     LIBOR Revolver Loan: a Revolver Loan that bears interest based on LIBOR.

     License: any license or agreement under which a Credit Party is authorized to use Intellectual Property in connection with any manufacture, marketing, distribution or disposition of Collateral, any use of Property or any other conduct of its business.

     Licensor: any Person from whom a Credit Party obtains the right to use any Intellectual Property.

     Lien: any Person’s interest in Property securing an obligation owed to, or a claim by, such Person, whether such interest is based on common law, statute or contract, including liens, security interests, pledges, hypothecations, statutory trusts, reservations, exceptions, encroachments, easements, rights-of- way, covenants, conditions, restrictions, leases, and other title exceptions and encumbrances affecting Property.

     Lien Waiver: an agreement, in form and substance satisfactory to Agent, by which, for any material Collateral located on premises not owned by a Credit Party, the lessor, mortgagee or owner (as

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applicable) waives or subordinates any Lien it may have on the Collateral, and agrees to permit Agent to enter upon the premises and remove the Collateral or to use the premises to collect on the Collateral.

     Loan: a Revolver Loan.

     Loan Account: the loan account established by each Lender on its books pursuant to Section 5.8.

     Loan Documents: this Agreement, Other Agreements and Security Documents.

     Loan Year: each 12 month period commencing on the Closing Date and on each anniversary of the Closing Date.

     Management Agreement: the Professional Services Agreement, dated as of May 4, 2005, between GTCR Golder Rauner II, L.L.C. and the Company, as amended and in effect on the date hereof.

     Management Fees: the following fees and expenses payable by the Company to GTCR Golder Rauner II, L.L.C. pursuant to, and subject to the terms and conditions of, the Management Agreement: (a) a management fee in an amount not to exceed $500,000 in each Fiscal Year, (b) one-time fees, each payable on the date of the consummation of certain equity and debt financings described in the Management Agreement in an amount not to exceed 1% of the gross amount (or, in the case of revolving facilities, the maximum committed amount) of such equity and debt financings received by (or made available to) the Credit Parties and (c) indemnities and reimbursement of reasonable out-of-pocket fees and expenses, in each case pursuant to and in accordance with the terms and conditions of the Management Agreement.

     Margin Stock: as defined in Regulation U of the Board of Governors.

     Material Adverse Effect: the effect of any event or circumstance that, taken alone or in conjunction with other events or circumstances, (a) has or could be reasonably expected to have a material adverse effect on the business, operations, assets, liabilities (actual or contingent) Properties, or financial condition of the Credit Parties taken as a whole, on the enforceability of any Loan Documents, or on the validity or priority of Agent’s Liens on any Collateral; (b) materially impairs the ability of the Company, or the Credit Parties taken as a whole, to perform any obligations under this Agreement, the Security Documents, the Notes, the Fee Letter, the Subordination Agreements or any other material Loan Document, including repayment of any Obligations; or (c) a material impairment of the rights and remedies of Agent or any Lender under this Agreement, the Security Documents, the Notes, the Fee Letter, the Subordination Agreements or any other material Loan Document.

     Material Contract: any agreement or arrangement to which a Credit Party or Subsidiary is party (other than the Loan Documents) (a) for which breach, termination, nonperformance or failure to renew could reasonably be expected to have a Material Adverse Effect; or (b) that relates to Company Subordinated Debt or other Debt in an aggregate amount of $7,500,000 or more.

     Material Event: has the meaning given to such term in the definition of “EBITDA”.

     Measurement Period: at any date of determination, the most recently completed four (4) consecutive Fiscal Quarters of the Company and its Subsidiaries.

     Medicaid: collectively, the healthcare assistance program established by Title XIX of the Social Security Act (42 U.S.C. §§1396 et seq.) and any statutes succeeding thereto, and all laws, rules, regulations, manuals, orders, guidelines or requirements (whether or not having the force of law) pertaining to such program, in each case as the same may be amended, supplemented or otherwise modified from time to time.

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     Medicaid Account: an Account payable pursuant to an agreement entered into between a state agency or other entity administering Medicaid in such state and a healthcare facility or physician under which the healthcare facility or physician agrees to provide services or supplies for Medicaid patients.

     Medicaid Certification: certification by CMS or a state agency or entity under contract with CMS that health care operations are in compliance with all the conditions of participation set forth in the Medicaid Regulations.

     Medicaid Provider Agreement: an agreement entered into between a state agency or other such entity administering the Medicaid program and a health care operation under which the health care operation agrees to provide services for Medicaid beneficiaries in accordance with the terms of the agreement and Medicaid Regulations.

     Medicaid Regulations: collectively, (i) all federal statutes (whether set forth in Title XIX of the Social Security Act or elsewhere) affecting the medical assistance program established by Title XIX of the Social Security Act and any statutes succeeding thereto; (ii) all applicable provisions of all federal rules, regulations, manuals and orders of all Governmental Authorities promulgated pursuant to or in connection with the statutes described in clause (i) above and all federal administrative, reimbursement and other guidelines of all Governmental Authorities having the force of law promulgated pursuant to or in connection with the statutes described in clause (i) above; (iii) all state statutes and plans for medical assistance enacted in connection with the statutes and provisions described in clauses (i) and (ii) above; and (iv) all applicable provisions of all rules, regulations, manuals and orders of all Governmental Authorities promulgated pursuant to or in connection with the statutes described in clause (iii) above and all state administrative, reimbursement and other guidelines of all Governmental Authorities having the force of law promulgated pursuant to or in connection with the statutes described in clause (ii) above, in each case as may be amended, supplemented or otherwise modified from time to time.

     Medicare: collectively, the health insurance program for the aged and disabled established by Title XVIII of the Social Security Act and any statutes succeeding thereto, and all laws, rules, regulations, manuals, orders or guidelines (whether or not having the force of law) pertaining to such program, in each case as the same may be amended, supplemented or otherwise modified from time to time.

     Medicare Account: an Account payable pursuant to an agreement entered into between a state agency or other entity administering Medicare in such state and a healthcare facility or physician under which the healthcare facility or physician agrees to provide services or supplies for Medicare patients.

     Medicare Certification: certification by CMS or a state agency or entity under contract with CMS that the health care operation is in compliance with all the conditions of participation set forth in the Medicare Regulations.

     Medicare Provider Agreement: an agreement entered into between a state agency or other such entity administering the Medicare program and a health care operation under which the health care operation agrees to provide services for Medicare beneficiaries in accordance with the terms of the agreement and Medicare Regulations.

     Medicare Regulations: collectively, all federal statutes (whether set forth in Title XVIII of the Social Security Act or elsewhere) affecting the health insurance program for the aged and disabled established by Title XVIII of the Social Security Act and any statutes succeeding thereto; together with all applicable provisions of all rules, regulations, manuals and orders and administrative, reimbursement and other guidelines having the force of law of all Governmental Authorities (including without limitation, HHS, CMS, the Office of the Inspector General for HHS, or any person succeeding to the functions of any of the foregoing) promulgated pursuant to or in connection with any of the foregoing having the force of law, as each may be amended, supplemented or otherwise modified from time to time.

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     Moody’s: Moody’s Investors Service, Inc., and its successors.

     Multiemployer Plan: any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which any Credit Party or ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

     Multiple Employer Plan: a Plan which has two or more contributing sponsors (including a Credit Party or any ERISA Affiliate) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.

     Net Self-Pay Accounts: at any date of determination, the lesser of (i) the then outstanding aggregate amount of Self-Pay Accounts that are Eligible Accounts (other than Eligible Credit Card Accounts), multiplied by the Hindsight Collection Rate as of the most recent month end for which a Hindsight Analysis has been delivered to Agent, or (ii) the then outstanding aggregate amount of Self-Pay Accounts that are Eligible Accounts (other than Eligible Credit Card Accounts) less the amounts of allowances or reserves established or maintained by the Borrowers and Joint Venture Subsidiaries (in connection with a Hindsight Analysis or otherwise) with respect to such outstanding Self-Pay Accounts.

     Net Proceeds: with respect to an Asset Disposition, proceeds (including, when received, any deferred or escrowed payments) received by a Credit Party or Subsidiary in cash from such disposition, net of (a) reasonable and customary costs and expenses actually incurred in connection therewith, including legal fees and sales commissions; (b) amounts applied to repayment of Debt secured by a Permitted Lien (senior to Agent’s Liens, in the case of Collateral sold); (c) transfer or similar taxes; and (d) reserves for indemnities, until such reserves are no longer needed.

     Notes: each Revolver Note or other promissory note executed by a Borrower to evidence any Obligations.

     Notice of Borrowing: a Notice of Borrowing to be provided by Borrower Agent to request a Borrowing of Revolver Loans, substantially in the form of Exhibit B or otherwise in form satisfactory to Agent.

     Notice of Conversion/Continuation: a Notice of Conversion/Continuation to be provided by Borrower Agent to request a conversion or continuation of any Loans as LIBOR Loans, in form satisfactory to Agent.

     Obligations: all (a) principal of and premium, if any, on the Loans, (b) LC Obligations and other obligations of Borrowers with respect to Letters of Credit, (c) interest, expenses, fees and other sums payable by Credit Parties under Loan Documents, (d) obligations of Credit Parties under any indemnity for Claims, (e) Extraordinary Expenses, (f) Bank Product Debt, and (g) other Debts, obligations and liabilities of any kind owing by Credit Parties pursuant to the Loan Documents, whether now existing or hereafter arising, whether evidenced by a note or other writing, whether allowed in any Insolvency Proceeding, whether arising from an extension of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, or joint or several.

     Operating Agreement: (a) Amended and Restated Operating Agreement of White County Community Hospital, LLC dated as of August 31, 2009, among Sparta Hospital Corporation and the other members party thereto from time to time; as in effect on the date hereof, (b) Fourth Amended and Restated Agreement of Limited Partnership of Columbia Capital Medical Center Limited Partnership dated as of January 12, 2007, among Columbia Olympia Management, Inc., Capital Medical Center Partner, LLC, WPC Holdco, LLC, Capital Medical Center Holdings, LLC and the other limited partners

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party thereto from time to time, as in effect on the date hereof; and (c) Amended and Restated Limited Liability Company Agreement of Hot Springs National Park Hospital Holdings, LLC dated as of May 1, 2006, among NPMC Holdings, LLC (f/k/a Tennyson Holdings, Inc.) and the other members party thereto from time to time, as in effect on the date hereof; and (d) each operating agreement, limited liability agreement, partnership agreement or bylaws of any Permitted Joint Venture Subsidiary, as in effect on the effective date thereof or otherwise amended, restated, supplemented or modified as permitted by the terms hereof.

     Ordinary Course of Business: the ordinary course of business of Parent, any Borrower or Subsidiary, consistent with past practices and undertaken in good faith.

     Organic Documents: with respect to any Person, its charter, certificate or articles of incorporation, bylaws, articles of organization, limited liability agreement, operating agreement, members agreement, shareholders agreement, partnership agreement, certificate of partnership, certificate of formation, voting trust agreement, or similar agreement or instrument governing the formation or operation of such Person.

     OSHA: the Occupational Safety and Hazard Act of 1970.

     Other Agreement: each Note; LC Document; Fee Letter; Lien Waiver; Subordination Agreements; Borrowing Base Certificate, Compliance Certificate, or other document, instrument or agreement (other than this Agreement or a Security Document) now or hereafter delivered by a Credit Party or other Person to Agent or a Lender in connection with any transactions relating hereto.

     Other Taxes: all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made under any Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, any Loan Document.

     Parent: Capella Holdings, Inc., a Delaware corporation.

     Participant: as defined in Section 13.2.

     Patriot Act: the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. No. 107-56, 115 Stat. 272 (2001).

     Payment Item: each check, draft or other item of payment payable to a Credit Party, including those constituting proceeds of any Collateral.

     PBGC: the Pension Benefit Guaranty Corporation.

     Pension Act: the Pension Protection Act of 2006.

     Pension Funding Rules: the rules of the Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412 of the Code and Section 302 of ERISA, each as in effect prior to the Pension Act and, thereafter, Section 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.

     Pension Plan: any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained or is contributed to by any Credit Party and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code.

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     Permitted Acquisitions: each Acquisition with respect to which:

          (a) the Credit Parties and their Subsidiaries and any such newly created or acquired Subsidiary shall comply with the requirements of Section 7.3.3;

          (b) the lines of business of the Person to be (or the property and assets of which are to be) so purchased or otherwise acquired shall be a Permitted Business;

          (c) such Acquisition shall be approved by the board of directors of the Person (or (i) if such Person is not a corporation, a similar or appropriate governing body or Person or (ii) with respect to a Person which is an agency or instrumentality of a Governmental Authority, the Board of Directors, governing body or representative of such Governmental Authority) which is the subject of such Acquisition and such Person does not otherwise oppose such Acquisition;

          (d) (i) giving effect to any such Acquisition and payment of all consideration in connection therewith (including a reasonable estimation of any purchase price adjustment, earn-out provision, payments in respect of non-competition or consulting agreements or deferred compensation agreements), the Pro Forma Fixed Charge Coverage Ratio shall be at least 1.10 to 1.00 as of the most recently ended Measurement Period for which the Financial Statements and Compliance Certificate required by Section 10.1.2(b) and (c) shall have been delivered (or were required to have been delivered) to Agent, (ii) Pro Forma Availability shall be at least the greater of (A) 25% of the aggregate Commitments and (B) $20,000,000 for each day during the 30 day period prior to such Acquisition, and (iii) Availability shall be at least the greater of (A) 25% of the aggregate Commitments and (B) $20,000,000 immediately after giving effect to such Acquisition;

          (e) immediately before and immediately after giving effect to any such Acquisition, no Default or Event of Default shall have occurred and be continuing; and

          (f) the Company shall have delivered to the Agent at least five (5) Business Days prior to the date on which any such Acquisition is to be consummated or such shorter time as Agent may allow, a certificate of a Senior Officer of the Borrower Agent, in form and substance reasonably satisfactory to the Agent, (i) certifying that all of the requirements set forth above will be satisfied on or prior to the consummation of such purchase or other acquisition and (ii) a reasonably detailed calculation of item (d) above (and such certificate shall be updated as necessary to make it accurate as of the date the purchase or other acquisition is consummated).

     Permitted Asset Disposition: an Asset Disposition that is

          (g) a sale or lease of Inventory in the Ordinary Course of Business;

          (h) a disposition of Inventory or Equipment that is obsolete, worn out, replaced, is no longer used or useful, unmerchantable, or unsaleable, in each case, in the Ordinary Course of Business;

          (i) termination of a lease of real or personal Property that is not necessary for the Ordinary Course of Business and could not reasonably be expected to have a Material Adverse Effect;

          (j) (i) non-exclusive licenses of Intellectual Property granted in the Ordinary Course of Business that do not materially interfere with the business of the Credit Parties or any rights of Agent hereunder or (ii) assignments, transfers, or exclusive licenses of Intellectual Property between or among any Credit Parties;

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          (k) leases, subleases, licenses of or other similar agreements with respect to Real Estate and assignments, licenses and sublicenses of Intellectual Property, each in the Ordinary Course of Business which do not materially interfere with the business of the Credit Parties;

          (l) Cash and Cash Equivalents paid by a Credit Party or any Subsidiary as consideration for an Investment that is a Permitted Investment or otherwise liquidated, sold or disposed of in the Ordinary Course of Business;

          (m) an Upstream Payment;

          (n) Asset Dispositions (other than Accounts) (i) among the Credit Parties, (ii) among Credit Support Parties, (iii) among Subsidiaries that are not Credit Parties, (iii) by a Subsidiary that is not a Credit Party to a Credit Party and (iv) Asset Dispositions that constitute Permitted Non-Credit Party Transactions so long as no Default or Event of Default exists or would arise therefrom;

          (o) dispositions of Accounts (i) among Borrowers, (ii) among Credit Support Parties and (iii) by a Subsidiary that is not a Credit Party to a Credit Party;

          (p) dispositions of Real Estate of any Credit Party or any Subsidiary, including sale-leaseback transactions involving any Real Estate, on market terms in arm’s-length transactions, for fair value;

          (q) (i) the sale or issuance of any Equity Interests of the Parent (other than Disqualified Stock) and (ii) as long as no Event of Default exists or would arise therefrom, the sale or issuance of any Equity Interest in a Borrower, Guarantor or Subsidiary (x) to convert such Borrower, Guarantor, or Subsidiary to a Permitted Joint Venture Subsidiary or (y) to increase the number or percentage of Equity Interests held by, or to bring in a new, Qualified Investor with respect to a Permitted Subsidiary Joint Venture, in each case, to the extent permitted hereunder;

          (r) dispositions or abandonment of Intellectual Property that is no longer material and useful to the business of the Loan Parties;

          (s) transactions permitted under Section 10.2 to the extent constituting an Asset Disposition;

          (t) the sale for cash in the Ordinary Course of Business to any collection agency of Accounts that have not been paid for more than 180 days after the billing date (or are otherwise not Eligible Accounts) and which Accounts are not included as Eligible Accounts in the most recent Borrowing Base Certificate delivered to Agent;

          (u) the cancellation of Debt owing from any Credit Party or Subsidiary, other than a Permitted Joint Venture Subsidiary, in the Ordinary Course of Business;

          (v) a disposition by merger or dissolution in compliance with Section 10.2.9 hereof;

          (w) a disposition, liquidation or dissolution of any Immaterial Credit Party or Subsidiary that is not a Credit Party if (i) in the Company’s reasonable judgment, such disposition, liquidation or dissolution will not have a materially adverse impact on the financial condition or operations of the Credit Parties taken as a whole, (ii) such disposition, liquidation or dissolution will not cause the aggregate Revolver Loans to exceed the Borrowing Base, (iii) no Default or Event of Default exists or would result therefrom, (iv) prior written notice is given by Borrower Agent to Agent and (v) the aggregate of Borrowing Base assets owned by Immaterial Credit Parties disposed of in any Fiscal Year under this clause (q) does not exceed 5% of the Commitments unless otherwise approved by the Agent;

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          (x) a disposition constituting a Permitted Asset Swap; and

          (y) as long as no Default or Event of Default exists or would arise therefrom, other dispositions of assets (other than Accounts and Inventory) by the Credit Parties for not less than the fair market value thereof; provided that the aggregate consideration for all assets disposed of in reliance upon this clause (s) shall not exceed $20,000,000 in any Fiscal Year and at least 50% of such aggregate consideration shall be payable in cash); provided, that no such disposition shall be made to a Subsidiary that is not a Credit Party or to a Permitted Minority Joint Venture unless such disposition shall constitute a Permitted Non-Credit Party Transaction.

     Permitted Asset Swap. means sales, transfers or other dispositions of assets, including all of the outstanding Equity Interests of a Credit Party, for consideration at least equal to the fair market value of the assets sold or disposed of, but only if (a) consummated in connection with a Permitted Acquisition and (b) the consideration received consists of Equity Interests of a Person that becomes a Credit Party engaged in the Permitted Business, or property or assets received by a Credit Party (other than cash, except to the extent used as a bona fide means of equalizing the value of the property or assets involved in the swap transaction) of a nature or type or that are used in the Permitted Business existing on the date of such sale or other disposition.

     Permitted Business: means the lines of business conducted by the Credit Parties and their Subsidiaries on the date hereof and the business reasonably related, incidental, similar or ancillary thereto, or a reasonable extension, development or expansion thereof, including the ownership, operation and/or management of a hospital or other facility or business related to the health care industry or the provision of health care services in connection with the ownership, operation and/or management of a hospital or ancillary to the provision of health care services or information for the investment in or management, lease or operation of a hospital or outpatient clinic and any captive insurance company.

     Permitted Contingent Obligations: Contingent Obligations (a) arising from endorsements of Payment Items for collection or deposit in the Ordinary Course of Business; (b) arising from Hedging Agreements permitted hereunder; (c) existing on the Closing Date, and any extension or renewal thereof that does not increase the amount of such Contingent Obligation when extended or renewed; (d) incurred in the Ordinary Course of Business with respect to surety, appeal or performance bonds, or other similar obligations; (e) arising from customary indemnification obligations in favor of purchasers in connection with dispositions of Equipment permitted hereunder; (f) arising under the Loan Documents; or (g) other Contingent Obligations in an aggregate amount of $20,000,000 or less at any time.

     Permitted Distributions: Distributions consisting of the following:

          (z) Upstream Payments;

          (aa) Distributions by any Subsidiary of a Credit Party to any Credit Party and Distributions by any Subsidiary of any Permitted Joint Venture Subsidiary to any Credit Party;

          (bb) Distribution by a Permitted Joint Venture Subsidiary to the third party holders of the Equity Interests thereof on a pro rata basis in the Ordinary Course of Business in amounts and on terms and frequency to the extent required or, provided no Default or Event of Default exists at the time of such Distribution or would be caused thereby, permitted under the Organic Documents or Operating Agreements relating thereto.

          (cc) dividend payments or other Distributions payable solely in the common stock or other comparable voting Equity Interest of the Parent;

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          (dd) purchases, redemptions or other acquisition or retirement for value of Equity Interest of the Parent or any of its Subsidiaries held by any current or former director, officer, employee, consultant or advisor of the Parent or any Subsidiary, or their estates, spouses, former spouses, or the beneficiaries of such estates, in an amount not to exceed $10,000,000 in any Fiscal Year and in an aggregate amount not to exceed $30,000,000 for all such Distributions during the term of this Agreement;

          (ee) Distributions in an aggregate amount of up to $5,000,000 for any purpose; provided no Default or Event of Default exists at the time of any such Distribution or would be caused thereby;

          (ff) other Distributions if, at least ten (10) Business Days prior to such Distribution, the Borrower Agent has delivered a certificate to Agent demonstrating that (i) after giving effect thereto the Pro Forma Fixed Charge Coverage Ratio as of the most recently ended Measurement Period for which the Financial Statements and Compliance Certificate required by Section 10.1.2(b) and (c) shall have been delivered to Agent (or required to have been delivered) shall be at least 1.10 to 1.00, (ii) Pro Forma Availability shall exceed the greater of (A) $25,000,000 and (B) 30% of the aggregate Commitments for each day during the 30 day period prior to such Distribution, (iii) Availability immediately after making such Distribution shall exceed the greater of (A) $25,000,000 and (b) 30% of the aggregate Commitments and (iv) no Default or Event of Default exists before or immediately after giving effect to such Distributions; and

          (gg) Distributions to the Parent consisting of amounts necessary to permit the Parent to (i) pay its proportionate share of reasonable and customary corporate and operating expenses (including reasonable out-of-pocket expenses for legal, administrative and accounting services provided by third parties, and compensation, benefits and other amounts payable to officers and employees in connection with their employment in the Ordinary Course of Business and to board of director observers), and franchise fees or similar taxes and fees required to maintain its corporate existence; (ii) pay Federal, state and local income taxes (other than tax obligations of Foreign Subsidiaries) attributable to the Credit Parties; (iii) pay working capital adjustments due in connection with any Permitted Acquisition; (iv) pay director fees and expenses, administrative expenses, premiums of director and officer insurance; (v) pay other ordinary operating expenses of Parent in an amount not to exceed $500,000 in a fiscal year; (vi) distributions to Sponsor consisting of the return of equity proceeds provided by the Sponsor for Capital Expenditures but not used within 30 days of receipt, provided such equity proceeds were at all times maintained in an Excluded Deposit Account and not used to repay any Obligations or any other purpose; and (vii) make the Permitted Distributions described in clauses (e), (f) or (g) above.

     Permitted Holders: at any time, each of (i) the Sponsor (not including, however, any portfolio companies of the Sponsor) and (ii) the directors, executive officers and other management personnel of the Parent and the Company, as the case may be, on the date hereof.

     Permitted Investment: an Investment consisting of any the following:

          (hh) Investments to the extent existing on the Closing Date and set forth on Schedule 10.2.5 and any modification, renewal or extension thereof (but not any increase in the principal amount thereof);

          (ii) Cash and Cash Equivalents that are subject to Agent’s Lien and control pursuant to documentation in form and substance satisfactory to Agent (other than Cash and Cash Equivalents in the Excluded Deposit Accounts that are not required to be subject to Agent’s control);

          (jj) so long as no Event of Default exists or would arise therefrom and to the extent constituting Permitted Non-Credit Party Transactions, (i) Investments in Permitted Minority Joint Ventures and (ii) Investments by any Credit Party in Subsidiaries that are not Credit Parties;

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          (kk) Investments (i) of any Credit Party in any other Credit Party (provided that if such Investment is made by a Borrower or Guarantor in any Permitted Joint Venture Subsidiary to repurchase Equity Interests from a Qualified Investor, such Investment is subject to clause (q) or (r) below and, if made in the form of a secured loan, such Investment shall be or become subject to the Company Subordination Agreement or other subordination and intercreditor agreement substantially similar thereto and reasonably acceptable to the Agent ), (ii) among Subsidiaries that are not Credit Parties and (iii) of any Subsidiary that is not a Credit Party in any Credit Party;

          (ll) Permitted Acquisitions (and earnest money deposits made in connection with any letter of intent or purchase agreement entered into in connection with any Permitted Acquisition), Capital Expenditures and Permitted Contingent Obligations;

          (mm) Investments consisting of securities received in connection with the satisfaction or enforcement of debt or claims due and owing to a Credit Party or a Subsidiary or as security for such debt or claim or received in connection with the bankruptcy or reorganization of suppliers or customers and in settlement of delinquent obligations of, and other disputes with, customers arising in the Ordinary Course of Business;

          (nn) Investments in the form of Hedging Agreements permitted by Section 10.2.15;

          (oo) guaranties constituting Permitted Debt;

          (pp) to the extent constituting Investments, the transactions permitted under Section 10.2.1, 10.2.2, 10.2.4, 10.2.5, 10.2.6, 10.2.7, 10.2.8, 10.2.9, 10.2.10 and 10.2.17;

          (qq) deposits with financial institutions permitted hereunder;

          (rr) Investments by any Credit Party or Subsidiary in payment intangibles, chattel paper (each defined in the UCC) and Accounts, notes receivable, prepaid accounts and similar items arising or acquired in the Ordinary Course of Business;

          (ss) Investments received in settlement of amounts due (other than with respect to Eligible Accounts) to Parent or any Credit Party effected in the Ordinary Course of Business;

          (tt) Investments in promissory notes received from the purchaser in a Permitted Asset Disposition described in clause (s) of the definition thereof;

          (uu) loans or advances to employees of any Credit Party or Subsidiary in the ordinary course of business as presently conducted other than any loans or advances that would be in violation of Section 402 of the Sarbanes-Oxley Act; provided, however, that the aggregate principal amount of all loans and advances permitted pursuant to this clause (o) shall not exceed $3,000,000 at any time;

          (vv) loans and advances to any existing director, officer or employee of any Credit Party or Subsidiary (other than any loans or advances that would be in violation of Section 402 of the Sarbanes-Oxley Act) the proceeds of which shall be used for the sole purpose of acquisition by such director, officer or employee of any of the Equity Interests or equivalents of Parent; provided, however, that the aggregate principal amount of all loans and advances permitted pursuant to this clause (o) shall not exceed $7,500,000 at any time;

          (ww) Investments, loans and advances by any Credit Party or Subsidiary to Capella Surety, when no Default or Event of Default exists or would result thereby, in an aggregate principal amount of up to $10,000,000 in any Fiscal Year to fund (i) the capital required under the applicable laws or regulations of the jurisdiction in which Capella Surety is formed or determined by independent

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actuaries as prudent and necessary capital to operate Capella Surety and (ii) reasonable and customary corporate overhead expenses of Capella Surety;

          (xx) Investments by any Credit Party who is a partner in or a member of a Permitted Joint Venture Subsidiary consisting of the acquisition of a Qualified Investor’s interest in such Permitted Joint Venture Subsidiary required pursuant to the terms and conditions of the Organic Documents of such Permitted Joint Venture Subsidiary; provided, that the consideration for such Investment shall be in the form of either cash or an unsecured note; and

          (yy) any other Investment if, at least five (5) Business Days prior to (or such shorter period as Agent may in its reasonable discretion allow) such Investment, the Borrower Agent has delivered a certificate to Agent demonstrating that (i) after giving effect thereto the Pro Forma Fixed Charge Coverage Ratio as of the most recently ended Measurement Period for which the Financial Statements and Compliance Certificate required by Section 10.1.2(b) and (c) shall have been delivered to Agent (or required to have been delivered) shall be at least 1.10 to 1.00, (ii) Pro Forma Availability shall exceed the greater of (A) $25,000,000 and (B) 30% of the aggregate Commitments for each day during the 30 day period prior to such Investment, (iii) Availability immediately after making such Investment shall exceed the greater of (A) $25,000,000 and (B) 30% of the aggregate Commitments and (iv) no Default or Event of Default exists before or immediately after giving effect to such Investments.

     Permitted Joint Venture Subsidiary: (a) an Existing Joint Venture Subsidiary, (b) a Subsidiary that is a Borrower or Guarantor that sells, transfers or issues, in the aggregate, a portion of its Equity Interests to Qualifying Investors in connection with the conduct of the Permitted Business (and not merely to raise capital), (c) a newly formed Subsidiary organized in connection with the conduct of the Permitted Business of the Credit Parties, a portion of the Equity Interests of which is (or, once capitalization is complete, will be) owned by Qualifying Investors, (d) a Person owned by Qualifying Investors in which a Credit Party acquires Equity Interests or (e) a Subsidiary of any Person described in the foregoing clauses (a) — (d); provided, that, in each case, the business is of a type that is in compliance with Section 10.2.16, and complies with 42 U.S.C. §1395nn, as amended (if applicable), and other Applicable Laws relating to physician referrals; provided, further that, in each case, other than with respect to any Existing Joint Venture Subsidiary:

          (i) Credit Parties hold at least a majority of the Equity Interest of such Permitted Joint Venture Subsidiary and none of such Equity Interests owned by a Credit Party are subject to any lien, pledge or encumbrance (except in favor of Agent);

          (ii) the investors, participants and each other holder of Equity Interests therein (other than the Credit Parties) participate on terms materially no more favorable than the terms applicable to the Credit Parties (other than solely due to the percentage of Equity Interests owned in such joint venture by each such Person and rights customarily incidental thereto),

          (iii) no Credit Party shall be under any obligation to make Investments in such joint venture, transfer or sell assets to such joint venture or incur any Contingent Obligation in respect of such joint venture, except for customary capital calls and put and call rights typically found in joint venture agreements in the healthcare industry and consistent with past practices of the Parent and its Subsidiaries

          (iv) the organizational and capital structure and operating agreements relating to such Permitted Joint Venture Subsidiary shall be reasonably acceptable to Agent and shall authorize and permit the continued existence and/or grants of the liens and security interests with respect to the Collateral in favor of the Agent, and such Permitted Joint Venture Subsidiary shall be permitted to enter into the cash management arrangements and other agreements and arrangements required hereunder;

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          (v) the first priority liens and security interests of the Agent shall continue in the Collateral owned by a Credit Party becoming a Permitted Joint Venture Subsidiary and Agent shall be granted first priority liens and security interests in the Collateral owned by any Permitted Joint Venture Subsidiary and such Permitted Joint Venture Subsidiary shall maintain or enter into the Cash Management System and shall execute and deliver such agreements, opinions and such other documents as reasonably required by Agent, in a manner and in substantially similar form and substance as with respect to the Existing Joint Venture Subsidiaries;

          (vi) any indebtedness owing, and liens or security interests granted, to other Credit Parties by such Permitted Joint Venture Subsidiary shall become and be subject to the terms of the Company Subordination Agreement;

          (vii) Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens;

          (viii) the conditions set forth in Section 6.1(c), (e), (f), (g), (h) and (i) shall have been satisfied with respect to a Permitted Joint Venture Subsidiary that is a newly formed Subsidiary and with respect to a Permitted Joint Venture Subsidiary that is an existing Subsidiary, to the extent of any changes in Organic Documents of such existing Subsidiary;

          (ix) any Permitted Joint Venture Subsidiary that results from an Acquisition shall be also subject to all of the requirements set forth in the definition of Permitted Acquisition; and

          (x) such Permitted Joint Venture Subsidiary shall duly execute and deliver to Agent such security agreements joinder agreements, amendments or supplements to the Loan Documents as are reasonably requested by the Agent, Deposit Account Control Agreements as described in Section 8.5, to cause or authorize the filing of appropriate UCC financing statements, and take any other action as may be necessary to vest in Agent valid and subsisting Liens on the properties purported to be subject thereto and deliver a legal opinion with respect thereto in form and substance reasonably satisfactory to Agent. Upon the satisfaction of the conditions contained in this definition, a Borrower or Guarantor that thereupon becomes a Permitted Joint Venture Subsidiary shall no longer be a Borrower or Guarantor under this Agreement.

     Permitted Lien: as defined in Section 10.2.2.

     Permitted Minority Joint Venture: any joint venture of the Company and/or one or more of its Subsidiaries on the one hand and one or more third party investors on the other and (a) which is not a Permitted Joint Venture Subsidiary, (b) in which the investors, participants and each other holder of Equity Interests therein (other than the Credit Parties) participate on terms materially no more favorable than the terms applicable to the Credit Parties (other than solely due to the percentage of Equity Interests owned in such Joint Venture by each such Person and rights customarily incidental thereto), (c) that is not a Credit Party and no direct or indirect Subsidiary of which is a Credit Party, (d) with respect to which no Credit Party shall be under any obligation to make Investments in such Joint Venture, transfer or sell assets to such Joint Venture or incur any Contingent Obligation in respect of such Joint Venture, except for customary capital calls and put and call rights typically found in joint venture agreements in the healthcare industry and consistent with past practices of the Parent and its Subsidiaries, (e) the business of which is of a type that is in compliance with Section 10.2.16, and (f) which complies with 42 U.S.C. §1395nn, as amended (if applicable), and other Applicable Laws relating to physician referrals.

     Permitted Non-Credit Party Transactions: (a) Asset Dispositions from a Credit Party to a Subsidiary that is not a Credit Party or to a Permitted Minority Joint Venture, (b) any guaranties, payments or prepayments of Debt permitted under Sections 10.2.1(r)(ii) and 10.2.8(d) and (c) any

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Permitted Investment under clause (c) of the definition thereof, all in an aggregate amount for all such dispositions, payments and investments of up to $7,500,000 in any Fiscal Year.

     Permitted Purchase Money Debt: Purchase Money Debt of Credit Parties and Subsidiaries that is unsecured or secured only by a Purchase Money Lien, as long as the aggregate amount does not exceed $15,000,000.00 at any time.

     Person: any individual, corporation, limited liability company, partnership, joint venture, joint stock company, land trust, business trust, unincorporated organization, Governmental Authority or other entity.

     Plan: any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan) maintained for employees of a Credit Party or any ERISA Affiliate or any such Plan to which a Credit Party or any ERISA Affiliate is required to contribute on behalf of any of its employees.

     Prime Rate: the rate of interest announced by Bank of America from time to time as its prime rate. Such rate is set by Bank of America on the basis of various factors, including its costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above or below such rate. Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

     Private Account: each Account of any Credit Party other than a Government Account.

     Private Deposit Account: each Deposit Account of any Credit Party other than a Government Receivables Deposit Account.

     Pro Forma Availability: for any date of calculation, the pro forma Availability on such date determined as if the applicable transaction or payment had been consummated on such date, and, for the avoidance of doubt, (a) including 50% of the Value of Accounts to be purchased or otherwise acquired in a Permitted Acquisitions to the extent permitted under the definition of Borrowing Base and (b) excluding, if applicable, the Accounts disposed of in any Permitted Asset Swap consummated in connection with a Permitted Acquisition.

     Pro Forma Fixed Charge Coverage Ratio: for any date of calculation, the Fixed Charge Coverage Ratio for the Measurement Period most recently ended prior to such date for which the Financial Statements and Compliance Certificate required by Section 10.1.2(b) and (c) have been delivered (or were required to be delivered) determined as if the applicable transaction or payment had been consummated as of the beginning of such Measurement Period.

     Pro Rata: with respect to any Lender, a percentage (carried out to the ninth decimal place) determined (a) while Revolver Commitments are outstanding, by dividing the amount of such Lender’s Revolver Commitment by the aggregate amount of all Revolver Commitments; and (b) at any other time, by dividing the amount of such Lender’s Loans and LC Obligations by the aggregate amount of all outstanding Loans and LC Obligations, in each case, subject to adjustment as provided in Section 4.2.2.

     Properly Contested: with respect to any obligation of a Credit Party, (a) the obligation is subject to a bona fide dispute regarding amount or the Credit Party’s liability to pay; (b) the obligation is being properly contested in good faith by appropriate proceedings, diligently pursued; (c) appropriate reserves have been established in accordance with GAAP; (d) non-payment could not reasonably be expected to have a Material Adverse Effect; (e) no Lien is imposed on assets of the Credit Party, unless bonded and stayed to the satisfaction of Agent; and (f) if the obligation results from entry of a judgment or other order, such judgment or order is stayed pending appeal or other judicial review.

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     Property: any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

     Protective Advances: as defined in Section 2.1.6.

     Purchase Money Debt: (a) Debt (other than the Obligations) for payment of any of the purchase price of fixed assets; (b) Debt (other than the Obligations) incurred within 90 days before or after acquisition of any fixed assets, for the purpose of financing any of the purchase price thereof; and (c) any renewals, extensions or refinancings (but not increases) thereof.

     Purchase Money Lien: a Lien that secures Purchase Money Debt, encumbering only the fixed assets acquired with such Debt and constituting a Capital Lease or a purchase money security interest under the UCC.

     Qualifying Investor: means (i) physicians, hospitals, health systems, or other healthcare providers, other healthcare companies and other strategic joint venture partners, (ii) such other individual investors whose aggregate beneficial ownership in such Subsidiary does not exceed 5%, (iii) any individual physician who intends to purchase Equity Interests of any Permitted Joint Venture Subsidiary, (iv) any Person owned, controlled, managed or operated by individual physician(s), (v) any trust of which an individual physician is a grantor, trustee or a beneficiary, (vi) any retirement plan owned or controlled by, or for the benefit of, an individual physician or (vii) a Person in the business of operating or managing a business or facility which Credit Parties are permitted to operate hereunder; provided, that in each case, the Person is of a type that complies with 42 U.S.C. § 1395nn, as amended (if applicable).

     RCRA: the Resource Conservation and Recovery Act (42 U.S.C. §§ 6991-6991i).

     Real Estate: all right, title and interest (whether as owner, lessor or lessee) in any real Property or any buildings, structures, parking areas or other improvements thereon.

     Recourse Account — a Deposit Account maintained solely in connection with, and if required under, an Approved Private Label Credit Card Program, against which the card issuer may initiate draws or debits for chargebacks and indemnification obligations thereunder and which does not contain a balance of funds in excess of amounts which the card issuer has notified the Company will be drawn from or debited to such Deposit Account.

     Refinancing Conditions: the following conditions for Refinancing Debt: (a) it is in an aggregate principal amount that does not exceed the principal amount of the Debt being extended, renewed or refinanced plus accrued interest and reasonable fees and expenses incurred in connection with such refinancing, refunding, renewal or extension; (b) the interest rate applicable to any such refinancing, refunding, renewing or extending Debt does not exceed the greater of the (i) interest rate for the Debt being refinanced, refunded, renewed, or extended and (ii) the otherwise market rate of interest for such Debt, (c) it has a final maturity no sooner than and a weighted average life no less than, the Debt being extended, renewed or refinanced; (d) it is subordinated to the Obligations at least to the same extent as the Debt being extended, renewed or refinanced; (e) the representations, covenants and defaults applicable to it are not materially less favorable to Credit Parties than those applicable to the Debt being extended, renewed or refinanced; (f) no additional Lien is granted to secure it; (g) no additional Person is obligated on such Debt; and (h) upon giving effect to it, no Default or Event of Default exists.

     Refinancing Debt: Borrowed Money that is the result of an extension, renewal or refinancing of Debt permitted under Section 10.2.1(b), (d) or (f) as to which the Refinancing Conditions are satisfied.

     Reimbursement Date: as defined in Section 2.3.2.

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     Rent and Charges Reserve: a reserve, in Agent’s discretion, (a) for any business office location where books and records relating to Accounts Collateral are located, in an amount up to three (3) months rent to any landlord, mortgagee or other Person who possesses any Accounts Collateral or could assert a Lien thereon and (b) for any location, in an amount up to the aggregate of all past due rent and other amounts owing by a Credit Party to any landlord, mortgagee or other Person who possesses any Collateral or could assert a Lien thereon, unless, in each case under clauses (a) and (b) above, a Lien Waiver has been obtained from such landlord, mortgagee or other person.

     Report: as defined in Section 12.2.3.

     Reportable Event: any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived.

     Reporting Trigger Period: the period (a) commencing on the day that (i) an Event of Default occurs and is continuing or (ii) Availability is less than the Reporting Trigger Threshold and (b) continuing until the date that during the previous 45 consecutive days, (i) no Event of Default has existed and (ii) Availability has been greater than the Reporting Trigger Threshold at all times during such period.

     Reporting Trigger Threshold: 20% of the aggregate Commitments at such time.

     Required Lenders: Lenders (subject to Section 4.2) having (a) Revolver Commitments in excess of 50% of the aggregate Revolver Commitments; and (b) if the Revolver Commitments have terminated, Loans in excess of 50% of all outstanding Loans.

     Reserve Percentage: the reserve percentage (expressed as a decimal, rounded up to the nearest 1/8th of 1%) applicable to member banks under regulations issued from time to time by the Board of Governors for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”).

     Reserves: the Availability Reserves and Borrowing Base Reserves.

     Restricted Collateral: all assets of the Credit Parties that would otherwise be included as Collateral but for the express terms of (a) any permit, lease, license, contract or other agreement or instrument constituting or applicable to such asset or (b) Applicable Law (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law or principles of equity) that, in each case, prohibits the grant to any Credit Party of a security interest in and to such asset; provided, however, that such assets shall constitute “Restricted Collateral” only to the extent and for so long as such permit, lease, license, contract or other agreement or Applicable Law validly prohibits the creation of a Lien on such property in favor of the Credit Parties and, upon the termination of such prohibition (by written consent or in any other manner), such property shall cease to constitute “Restricted Collateral”.

     Restricted Investment: any Investment by a Credit Party or Subsidiary, other than (a) Permitted Investments; and (b) loans and advances permitted under Section 10.2.7.

     Restrictive Agreement: an agreement (other than a Loan Document) that conditions or restricts the right of any Credit Party or other Subsidiary to incur or repay Borrowed Money, to grant Liens on any assets, to declare or make Distributions, to modify, extend or renew any agreement evidencing Borrowed Money, or to repay any intercompany Debt.

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     Revolver Commitment: for any Lender, its obligation to make Revolver Loans and to participate in LC Obligations up to the maximum principal amount shown on Schedule 1.1, or as hereafter determined pursuant to each Assignment and Acceptance to which it is a party. “Revolver Commitments” means the aggregate amount of such commitments of all Lenders.

     Revolver Commitments Increase Effective Date: as defined in Section 2.1.7(d).

     Revolver Loan: a loan made pursuant to Section 2.1, and any Swingline Loan or Protective Advance.

     Revolver Note: a promissory note to be executed by Borrowers in favor of a Lender in the form of Exhibit A, which shall be in the amount of such Lender’s Revolver Commitment and shall evidence the Revolver Loans made by such Lender.

     Revolver Termination Date: December 29, 2014.

     Royalties: all royalties, fees, expense reimbursement and other amounts payable by a Credit Party under a License.

     S&P: Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and its successors.

     Secured Parties: Agent, Issuing Bank, Lenders and providers of Bank Products.

     Security Documents: the Joint Venture Subsidiary Security Documents, the Guaranties, Deposit Account Control Agreements, any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.3.3 of this Agreement and all other documents, instruments and agreements now or hereafter securing (or given with the intent to secure) any Obligations.

     Self-Pay Account: any Account for which a Third Party Payor is not the Account Debtor other than Accounts for which the Account Debtor is a credit card or debit card company or processor.

     Senior Notes: the unsecured 9.25% senior notes due 2017 issued pursuant to the Senior Notes Indenture on terms reasonably satisfactory to Agent, including a principal maturity date no earlier than 6 months after the Commitment Termination Date.

     Senior Notes Indenture: the Indenture dated June 28, 2010 by and among the Company, the Guarantors party thereto and U.S. Bank, National Association, as trustee.

     Senior Officer: the chairman of the board, president, chief executive officer or chief financial officer of, any Credit Party or Borrower Agent, as applicable.

     Settlement Report: a report delivered by Agent to Lenders summarizing the Revolver Loans and participations in LC Obligations outstanding as of a given settlement date, allocated to Lenders on a Pro Rata basis.

     Social Security Act: Social Security Act of 1935 (42 U.S.C. §§1395 et seq.).

     Solvent: as to any Person, such Person (a) owns Property whose fair salable value is greater than the amount required to pay all of its debts (including contingent, subordinated, unmatured and unliquidated liabilities); (b) owns Property whose present fair salable value (as defined below) is greater than the probable total liabilities (including contingent, subordinated, unmatured and unliquidated liabilities) of such Person as they become absolute and matured; (c) is able to pay all of its debts as they mature; (d) has capital that is not unreasonably small for its business and is sufficient to carry on its

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business and transactions and all business and transactions in which it is about to engage; (e) is not “insolvent” within the meaning of Section 101(32) of the Bankruptcy Code; and (f) has not incurred (by way of assumption or otherwise) any obligations or liabilities (contingent or otherwise) under any Loan Documents, or made any conveyance in connection therewith, with actual intent to hinder, delay or defraud either present or future creditors of such Person or any of its Affiliates. “Fair salable value” means the amount that could be obtained for assets within a reasonable time, either through collection or through sale under ordinary selling conditions by a capable and diligent seller to an interested buyer who is willing (but under no compulsion) to purchase.

     Sponsor: GTCR Fund VIII, L.P., GTCR Fund VIII/B, L.P. and GTCR Co-Invest II, L.P., each a Delaware limited partnership together with each of their Affiliates and any other entity brought in as a sponsor or co-sponsor in the ordinary course.

     Subsidiary: any entity more than 50% of whose voting securities or Equity Interests is owned by Parent, a Borrower or any combination of Parent and Borrowers (including indirect ownership by a Parent or a Borrower through other entities in which Parent or Borrowers directly or indirectly owns more than 50% of the voting securities or Equity Interests), including for the avoidance of doubt, each Permitted Joint Venture Subsidiary.

     Subsidiary Guarantor: as defined in the first paragraph of this Agreement together with each Domestic Subsidiary of the Company or any other Borrower (other than Permitted Joint Venture Subsidiaries) that executes a joinder agreement and becomes a party to this Agreement or otherwise enters into a Guaranty of the Obligations.

     Subordination Agreements: the Company Subordination Agreement and any other subordination agreement executed by a Person in favor of the Agent for the benefit of the Secured Parties, as may be contemplated or required hereunder.

     Swingline Loan: any Borrowing of Base Rate Revolver Loans funded with Agent’s funds, until such Borrowing is settled among Lenders or repaid by Borrowers.

     Taxes: all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

     Third Party Payor: any governmental entity, insurance company, health maintenance organization, professional provider organization or similar entity that is obligated to make payment on any Account.

     Transferee: any actual or potential Eligible Assignee, Participant or other Person acquiring an interest in any Obligations.

     TRICARE: collectively, a program of medical benefits covering former and active members of the uniformed services and certain of their dependents, financed and administered by the United States Departments of Defense, Health and Human Services and Transportation, which program was formerly known as the Civilian Health and Medical Program of the Uniformed Services (CHAMPUS), and all laws, rules, regulations, manuals, orders and administrative, reimbursement and other guidelines of all Governmental Authorities promulgated in connection with such program (whether or not having the force of law), in each case as the same may be amended, supplemented or otherwise modified from time to time.

     TRICARE Account: means an Account payable pursuant to TRICARE.

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     Type: any type of a Loan (i.e., Base Rate Loan or LIBOR Loan) that has the same interest option and, in the case of LIBOR Loans, the same Interest Period.

     UCC: the Uniform Commercial Code as in effect in the State of New York or, when the laws of any other jurisdiction govern the perfection or enforcement of any Lien, the Uniform Commercial Code of such jurisdiction.

     Unapplied Cash Reserve: at any date of determination, the amount of payments received by the Credit Parties with respect to Accounts which as of such date, have not been credited or applied to a specific Account.

     Upstream Payment: a Distribution by a Subsidiary of a Borrower or Subsidiary Guarantor to such Borrower or Subsidiary Guarantor.

     Value: the face amount of an Account, net of any returns, rebates, discounts (calculated on the shortest terms), credits, contractual allowances or other allowances, capitation or Taxes (including sales, excise or other taxes) that have been or could be claimed by the Account Debtor or any other Person.

     1.2. Accounting Terms. Under the Loan Documents (except as otherwise specified herein), all accounting terms shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, in accordance with GAAP applied on a basis consistent with the most recent audited financial statements of Parent delivered to Agent before the Closing Date and using the same inventory valuation method as used in such financial statements, except for any change required or permitted by GAAP if Parent’s certified public accountants concur with such change, the change is disclosed to Agent, and Section 10.3 is amended in a manner satisfactory to Required Lenders to take into account the effects of the change. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Debt of Parent and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 on financial liabilities shall be disregarded.

     1.3. Uniform Commercial Code. As used herein, the following terms are defined in accordance with the UCC in effect in the State of New York from time to time: “Chattel Paper,” “Commercial Tort Claim,” “Deposit Account,” “Securities Account,” “Document,” “Equipment,” “General Intangibles,” “Goods,” “Instrument,” “Investment Property,” “Letter-of-Credit Right” and “Supporting Obligation.”

     1.4. Certain Matters of Construction. The terms “hereto,” “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision. Any pronoun used shall be deemed to cover all genders. In the computation of periods of time from a specified date to a later specified date, “from” means “from and including,” and “to” and “until” each mean “to but excluding.” The terms “including” and “include” shall mean “including, without limitation” and, for purposes of each Loan Document, the parties agree that the rule of ejusdem generis shall not be applicable to limit any provision. Section titles appear as a matter of convenience only and shall not affect the interpretation of any Loan Document. All references to (a) laws or statutes include all related rules, regulations, interpretations, amendments and successor provisions; (b) any document, instrument or agreement include any amendments, waivers and other modifications, extensions or renewals (to the extent permitted by the Loan Documents); (c) any section means, unless the context otherwise requires, a section of this Agreement; (d) any exhibits or schedules mean, unless the context otherwise requires, exhibits and schedules attached hereto, which are hereby incorporated by reference; (e) any Person include successors and assigns; (f) time of day means time of day at Agent’s notice address under Section 14.3.1; or (g) discretion of Agent, Issuing Bank or any Lender mean the sole and absolute discretion of such Person (unless otherwise qualified). All calculations of Value, fundings of Loans, issuances of Letters of Credit and payments of Obligations shall be in Dollars and, unless the

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context otherwise requires, all determinations (including calculations of Borrowing Base and financial covenants) made from time to time under the Loan Documents shall be made in light of the circumstances existing at such time. Borrowing Base calculations shall be consistent with historical methods of valuation and calculation, and otherwise satisfactory to Agent in its Credit Judgment (and not necessarily calculated in accordance with GAAP). No provision of any Loan Documents shall be construed against any party by reason of such party having, or being deemed to have, drafted the provision. Whenever the phrase “to the Credit Parties’ knowledge”, “to the Borrowers’ knowledge”, to the Credit Parties’ knowledge” or words of similar import are used in any Loan Documents, it means actual knowledge of a Senior Officer, or knowledge that a Senior Officer would have obtained if he or she had engaged in good faith and diligent performance of his or her duties.

SECTION 2. CREDIT FACILITIES

     2.1. Revolver Commitment.

          2.1.1. Revolver Loans. Each Lender agrees, severally on a Pro Rata basis up to its Revolver Commitment, on the terms set forth herein, to make Revolver Loans to Borrowers from time to time through the Commitment Termination Date. The Revolver Loans may be repaid and reborrowed as provided herein. In no event shall Lenders have any obligation to honor a request for a Revolver Loan if the unpaid balance of Revolver Loans outstanding at such time (including the requested Loan) would exceed the Borrowing Base.

          2.1.2. Revolver Notes. The Revolver Loans made by each Lender and interest accruing thereon shall be evidenced by the records of Agent and such Lender. At the request of any Lender, Borrowers shall deliver a Revolver Note to such Lender.

          2.1.3. Use of Proceeds. The proceeds of Revolver Loans shall be used by Borrowers solely (a) to satisfy existing Debt; (b) to pay fees and transaction expenses associated with the closing of this credit facility and the Senior Notes; (c) to pay Obligations in accordance with this Agreement; (d) to make Acquisitions, Distributions and other payments, in each case, to the extent permitted hereunder; and (e) for working capital and other lawful corporate purposes of Borrowers.

          2.1.4. Voluntary Reduction or Termination of Revolver Commitments.

          (a) The Revolver Commitments shall terminate on the Revolver Termination Date, unless sooner terminated in accordance with this Agreement. Upon at least 30 days prior written notice to Agent, or such shorter period as Agent may reasonably allow, at any time after the first Loan Year, Borrowers may, at their option, terminate the Revolver Commitments and this credit facility. Any notice of termination given by Borrowers shall be irrevocable. On the termination date, Borrowers shall make Full Payment of all Obligations.

          (b) Borrowers may permanently reduce the Revolver Commitments, on a Pro Rata basis for each Lender, upon at least 30 days prior written notice to Agent, or such shorter period as Agent may reasonably allow, which notice shall specify the amount of the reduction and shall be irrevocable once given. Each reduction shall be in a minimum amount of $5,000,000, or an increment of $1,000,000 in excess thereof.

          2.1.5. [Reserved].

          2.1.6. Protective Advances. Agent shall be authorized, in its discretion, at any time that any conditions in Section 6 are not satisfied, to make Base Rate Revolver Loans (“Protective Advances”) (a) up to an aggregate amount of $10,000,000 outstanding at any time, if Agent deems such Loans necessary or desirable to preserve or protect Collateral, or to enhance the collectability or

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repayment of Obligations; or (b) to pay any other amounts chargeable to Credit Parties under any Loan Documents, including costs, fees and expenses. In no event shall Protective Advances be required that would cause the outstanding Revolver Loans and LC Obligations to exceed the aggregate Revolver Commitments. Each Lender shall participate in each Protective Advance on a Pro Rata basis. Required Lenders may at any time revoke Agent’s authority to make further Protective Advances by written notice to Agent. Absent such revocation, Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive.

          2.1.7. Increase in Revolver Commitments.

          (a) Request for Increase. Provided there exists no Default or Event of Default, upon notice to Agent (which shall promptly notify the Lenders), Borrower Agent may from time to time, request an increase in the Revolver Commitments by an amount (for all such requests) not exceeding $25,000,000 on the terms and conditions set forth herein; provided that (i) any such request for an increase shall be in a minimum amount of $5,000,000, and (ii) the Borrower may make a maximum of three such requests. At the time of sending such notice, Borrower Agent (in consultation with Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders).

          (b) Lender Elections to Increase. Each Lender shall notify Agent within such time period whether or not it agrees to increase its Revolver Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Revolver Commitment.

          (c) Notification by Agent; Additional Lenders. Agent shall notify Borrower Agent and each Lender of the Lenders’ responses to each request made hereunder. To the extent the full amount of a requested increase is not agreed to by the Lenders, Agent will use commercially reasonable efforts to obtain one or more Eligible Assignees that are not then Lenders and who are reasonably acceptable to the Borrower Agent, or the Borrowers may obtain one or more Eligible Assignees that are not Lenders and who are reasonably acceptable to the Agent and Issuing Bank (which approvals shall not be unreasonably withheld) to become Lenders pursuant to a joinder agreement in form and substance satisfactory to Agent and its counsel.

          (d) Effective Date and Allocations. If the Revolver Commitments are increased in accordance with this Section, Agent and Borrower Agent shall determine the effective date (the “Revolver Commitments Increase Effective Date”) and the final allocation of such increase. Agent shall promptly notify Borrower Agent and the Lenders of the final allocation of such increase and the Revolver Commitments Increase Effective Date. For the avoidance of doubt, any increase in the Revolver Commitments shall be on the same terms and conditions contained herein, as such terms and conditions exist as of the Revolver Commitments Increase Effective Date.

          (e) Conditions to Effectiveness of Increase. As a condition precedent to such increase, Borrower Agent shall deliver to Agent a certificate dated as of the Revolver Commitments Increase Effective Date signed by a Senior Officer of the Borrower Agent (i) certifying and attaching the resolutions (or, if applicable, consent or ratification) adopted by each Credit Party approving or consenting to such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article IX and the other Loan Documents are true and correct on and as of the Revolver Commitments Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.1.7, the representations and warranties contained in Section 9.1.7 shall be deemed to refer to the most recent statements furnished pursuant to Section 10.1.2, and (B) no Default or Event of Default exists. Borrowers shall prepay any

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Revolver Loans outstanding on the Revolver Commitments Increase Effective Date (and pay any additional amounts required pursuant to Section 3.9) to the extent necessary to keep the outstanding Revolver Loans ratable with any revised Pro Rata shares arising from any nonratable increase in the Revolver Commitments under this Section.

          (f) Conflicting Provisions. This Section shall supersede any provisions in Section 12.5 or 14.1 to the contrary.

     2.2. [Reserved].

     2.3. Letter of Credit Facility.

          2.3.1. Issuance of Letters of Credit. Issuing Bank agrees to issue Letters of Credit from time to time until 30 days prior to the Revolver Termination Date (or until the Commitment Termination Date, if earlier) or such shorter period as Issuing Bank may allow, on the terms set forth herein, including the following:

          (a) Each Borrower acknowledges that Issuing Bank’s willingness to issue any Letter of Credit is conditioned upon Issuing Bank’s receipt of a LC Application with respect to the requested Letter of Credit, as well as such other instruments and agreements as Issuing Bank may customarily require for issuance of a letter of credit of similar type and amount. Issuing Bank shall have no obligation to issue any Letter of Credit unless (i) Issuing Bank receives a LC Request and LC Application at least two Business Days prior to the requested date of issuance; (ii) each LC Condition is satisfied; and (iii) if a Defaulting Lender exists, such Lender or Borrowers have entered into arrangements, including the delivery of Cash Collateral, satisfactory to Agent and Issuing Bank (in their sole discretion) to eliminate Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 4.2.2 with respect to any Defaulting Lender) arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other LC Obligations as to which Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. If Issuing Bank receives written notice from the Agent or a Lender at least three Business Days before issuance of a Letter of Credit that any LC Condition has not been satisfied, Issuing Bank shall have no obligation to issue the requested Letter of Credit (or any other) until such notice is withdrawn in writing by the Agent or until Required Lenders have waived such condition in accordance with this Agreement. Prior to receipt of any such notice, Issuing Bank shall not be deemed to have knowledge of any failure of LC Conditions. As of the Closing Date, (i) all Existing Letters of Credit shall be automatically and without further action by the parties thereto converted to Letters of Credit and shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof, and for this purpose the fees specified in Section 3.2.2 shall be payable as if the Existing Letters of Credit had been issued on the Closing Date, (ii) Citibank, N.A. shall be deemed to be an “Issuing Bank” hereunder solely for the purpose of maintaining the Existing Letters of Credit, (iii) the face amount of the Existing Letters of Credit shall be included in the calculation of LC Obligations and (iv) all liabilities of the Borrowers with respect to the Existing Letters of Credit shall constitute Obligations; provided, however, that Citibank, N.A. shall have no obligation to issue any replacement Letters of Credit upon the expiration of the Existing Letters of Credit pursuant to the terms thereof.

          (b) Letters of Credit may be requested by Borrower Agent only (i) to support obligations of a Credit Party or Subsidiary (to the extent permitted hereunder) incurred in the Ordinary Course of Business; or (ii) for other purposes as Agent and Lenders may approve from time to time in writing. Except as provided in Section 2.3.1(c), the renewal or extension of any Letter of Credit shall be treated as the issuance of a new Letter of Credit, except that delivery of a new LC Application shall be required at the discretion of Issuing Bank.

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          (c) If the Borrower Agent so requests in any applicable LC Application, Issuing Bank may, in its discretion (not to be unreasonably withheld), agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Borrower Agent shall not be required to make a specific request to Issuing Bank for any such extension but, if requested by Issuing Bank prior to any renewal date, Borrower Agent shall confirm in writing whether it requests that such Letter of Credit be allowed to automatically renew. Once an Auto-Extension Letter of Credit has been issued, Lenders shall be deemed to have authorized (but may not require) Issuing Bank to permit the extension of such Letter of Credit; provided, however, that Issuing Bank shall not permit any such extension if (A) Issuing Bank has determined that it would not be permitted, or would have no obligation, at such time to issue a Letter of Credit (as extended) under the terms hereof (by reason of the provisions of clauses (i), (ii) or (iii) of Section 2.3.1(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from Agent that the Required Lenders have elected not to permit such extension or (2) from Agent, any Lender or Borrower Agent that one or more of the applicable LC Conditions is not then satisfied, and in each such case directing Issuing Bank not to permit such extension.

          (d) Borrowers assume all risks of the acts, omissions or misuses of any Letter of Credit by the beneficiary. In connection with issuance of any Letter of Credit, none of Agent, Issuing Bank or any Lender shall be responsible for the existence, character, quality, quantity, condition, packing, value or delivery of any goods purported to be represented by any Documents; any differences or variation in the character, quality, quantity, condition, packing, value or delivery of any goods from that expressed in any Documents; the form, validity, sufficiency, accuracy, genuineness or legal effect of any Documents or of any endorsements thereon; the time, place, manner or order in which shipment of goods is made; partial or incomplete shipment of, or failure to ship, any goods referred to in a Letter of Credit or Documents; any deviation from instructions, delay, default or fraud by any shipper or other Person in connection with any goods, shipment or delivery; any breach of contract between a shipper or vendor and a Borrower; errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy, e-mail, telephone or otherwise; errors in interpretation of technical terms; the misapplication by a beneficiary of any Letter of Credit or the proceeds thereof; or any consequences arising from causes beyond the control of Issuing Bank, Agent or any Lender, including any act or omission of a Governmental Authority. The rights and remedies of Issuing Bank under the Loan Documents shall be cumulative. Issuing Bank shall be fully subrogated to the rights and remedies of each beneficiary whose claims against Borrowers are discharged with proceeds of any Letter of Credit.

          (e) In connection with its administration of and enforcement of rights or remedies under any Letters of Credit or LC Documents, Issuing Bank shall be entitled to act, and shall be fully protected in acting, upon any certification, documentation or communication in whatever form believed by Issuing Bank, in good faith, to be genuine and correct and to have been signed, sent or made by a proper Person. Issuing Bank may consult with and employ legal counsel, accountants and other experts to advise it concerning its obligations, rights and remedies, and shall be entitled to act upon, and shall be fully protected in any action taken in good faith reliance upon, any advice given by such experts. Issuing Bank may employ agents and attorneys-in-fact in connection with any matter relating to Letters of Credit or LC Documents, and shall not be liable for the negligence or misconduct of agents and attorneys-in-fact selected with reasonable care.

          2.3.2. Reimbursement; Participations.

          (a) If Issuing Bank honors any request for payment under a Letter of Credit, Borrowers shall pay to Issuing Bank, (i) on the same day (“Reimbursement Date”), if Issuing Bank has

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given Borrower Agent not less than one (1) Business Day’s prior notice of such payment under a Letter of Credit, otherwise (ii) one (1) Business Day after Issuing Bank gives notice to Borrower Agent of the amount paid by Issuing Bank under such Letter of Credit; together with interest at the interest rate for Base Rate Revolver Loans from the Reimbursement Date until payment by Borrowers. The obligation of Borrowers to reimburse Issuing Bank for any payment made under a Letter of Credit shall be absolute, unconditional, irrevocable, and joint and several, and shall be paid without regard to any lack of validity or enforceability of any Letter of Credit or the existence of any claim, setoff, defense or other right that Borrowers may have at any time against the beneficiary. Unless the Borrower Agent shall have notified the Agent and Issuing Bank prior to 2:00 p.m. (New York City time) on the Reimbursement Date that Borrower Agent intends to reimburse the Issuing Bank with funds other than the proceeds of Loans, then whether or not Borrower Agent submits a Notice of Borrowing, Borrowers shall be deemed to have requested a Borrowing of Base Rate Revolver Loans in an amount necessary to pay all amounts due Issuing Bank on any date that payment is due from the Credit Parties (as set forth in the first sentence of this clause (a)) and each Lender agrees to fund its Pro Rata share of such Borrowing whether or not the Commitments have terminated, the aggregate Revolver Loans exceed the Borrowing Base before or after such Borrowing, or the conditions in Section 6 are satisfied.

          (b) Upon issuance of a Letter of Credit, each Lender shall be deemed to have irrevocably and unconditionally purchased from Issuing Bank, without recourse or warranty, an undivided Pro Rata interest and participation in all LC Obligations relating to the Letter of Credit. If Issuing Bank makes any payment under a Letter of Credit and Borrowers do not reimburse such payment on the Reimbursement Date, Agent shall promptly notify Lenders and each Lender shall promptly (within one Business Day) and unconditionally pay to Agent (and Agent may apply Cash Collateral provided for this purpose), for the benefit of Issuing Bank, the Lender’s Pro Rata share of such payment. Upon request by a Lender, Issuing Bank shall furnish copies of any Letters of Credit and LC Documents in its possession at such time.

          (c) The obligation of each Lender to make payments to Agent for the account of Issuing Bank in connection with Issuing Bank’s payment under a Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, setoff, qualification or exception whatsoever, and shall be made in accordance with this Agreement under all circumstances, irrespective of any lack of validity or unenforceability of any Loan Documents; any draft, certificate or other document presented under a Letter of Credit having been determined to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or the existence of any setoff or defense that any Credit Party may have with respect to any Obligations. Issuing Bank does not assume any responsibility for any failure or delay in performance or any breach by any Borrower or other Person of any obligations under any LC Documents. Issuing Bank does not make to Lenders any express or implied warranty, representation or guaranty with respect to the Collateral, LC Documents or any Credit Party. Issuing Bank shall not be responsible to any Lender for any recitals, statements, information, representations or warranties contained in, or for the execution, validity, genuineness, effectiveness or enforceability of any LC Documents; the validity, genuineness, enforceability, collectability, value or sufficiency of any Collateral or the perfection of any Lien therein; or the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any Credit Party.

          (d) No Issuing Bank Indemnitee shall be liable to any Credit Party, any Lender or other Person for any action taken or omitted to be taken in connection with any LC Documents except as a result of its gross negligence or willful misconduct. Issuing Bank shall not have any liability to any Lender if Issuing Bank refrains from any action under any Letter of Credit or LC Documents until it receives written instructions from Required Lenders.

          2.3.3. Cash Collateral. (a) If any LC Obligations, whether or not then due or payable, shall for any reason be outstanding at any time (i) that an Event of Default exists, (ii) that

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Availability is less than zero, (iii) after the Commitment Termination Date, or (iv) within 20 Business Days prior to the Revolver Termination Date, then Borrowers shall, at Issuing Bank’s, Agent’s or Required Lenders’ request, Cash Collateralize the stated amount of all outstanding Letters of Credit and pay to Issuing Bank the amount of all other LC Obligations..

          (b) All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America. Borrowers hereby grant to (and subject to the control of) Agent, for the benefit of Agent, Issuing Bank and Lenders, and agree to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.3.3(c). If at any time Agent determines that Cash Collateral is subject to any right or claim of any Person other than Agent as herein provided, or that the total amount of such Cash Collateral is less than the applicable Fronting Exposure and other obligations secured thereby, Borrowers or the relevant Defaulting Lender will, promptly upon demand by Agent, pay or provide to Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency.

          (c) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.3.3 or Sections 4.1.3, 4.2 or 11.2 in respect of Letters of Credit or Swingline Loans shall be held and applied to the satisfaction of the specific LC Obligations, Swingline Loans, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein.

          (d) Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 13.3.2)) or (ii) Agent’s good faith determination that there exists excess Cash Collateral; provided, however, (A) that Cash Collateral furnished by or on behalf of a Credit Party shall not be released during the continuance of a Default or Event of Default (and following application as provided in this Section 2.3.3 may be otherwise applied in accordance with Section 5.6), and (B) the Person providing Cash Collateral and Issuing Bank or Agent, as applicable, may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

SECTION 3. INTEREST, FEES AND CHARGES

     3.1. Interest.

          3.1.1. Rates and Payment of Interest.

          (a) The Obligations shall bear interest (i) if a Base Rate Loan, at the Base Rate in effect from time to time, plus the Applicable Margin; (ii) if a LIBOR Loan, at LIBOR for the applicable Interest Period, plus the Applicable Margin; and (iii) if any other Obligation (including, to the extent permitted by law, interest not paid when due), at the Base Rate in effect from time to time, plus the Applicable Margin for Base Rate Revolver Loans. Interest shall accrue from the date the Loan is advanced or the Obligation is incurred or payable, until paid by Borrowers. If a Loan is repaid on the same day made, one day’s interest shall accrue.

          (b) During an Insolvency Proceeding with respect to any Borrower, or during any other Event of Default if Agent or Required Lenders in their discretion so elect, Obligations shall bear interest at the Default Rate (whether before or after any judgment). Each Borrower acknowledges that the cost and expense to Agent and Lenders due to an Event of Default are difficult to ascertain and that the Default Rate is a fair and reasonable estimate to compensate Agent and Lenders for this.

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          (c) Interest accrued on the Loans shall be due and payable in arrears, (i) on the first day of each month; (ii) on any date of prepayment, with respect to the principal amount of Loans being prepaid; and (iii) on the Commitment Termination Date. Interest accrued on any other Obligations shall be due and payable as provided in the Loan Documents and, if no payment date is specified, shall be due and payable on demand. Notwithstanding the foregoing, interest accrued at the Default Rate shall be due and payable on demand.

          3.1.2. Application of LIBOR to Outstanding Loans.

          (a) Borrowers may on any Business Day, subject to delivery of a Notice of Conversion/Continuation, elect to convert any portion of the Base Rate Loans to, or to continue any LIBOR Loan at the end of its Interest Period as, a LIBOR Loan. During any Default or Event of Default, Agent may (and shall at the direction of Required Lenders) declare that no Loan may be made, converted or continued as a LIBOR Loan.

          (b) Whenever Borrowers desire to convert or continue Loans as LIBOR Loans, Borrower Agent shall give Agent a Notice of Conversion/Continuation, no later than 11:00 a.m. at least three Business Days before the requested conversion or continuation date. Promptly after receiving any such notice, Agent shall notify each Lender thereof. Each Notice of Conversion/Continuation shall be irrevocable, and shall specify the amount of Loans to be converted or continued, the conversion or continuation date (which shall be a Business Day), and the duration of the Interest Period (which shall be deemed to be one month if not specified). If, upon the expiration of any Interest Period in respect of any LIBOR Loans, Borrowers shall have failed to deliver a Notice of Conversion/Continuation, they shall be deemed to have elected to convert such Loans into Base Rate Loans.

          3.1.3. Interest Periods. In connection with the making, conversion or continuation of any LIBOR Loans, Borrowers shall select an interest period (“Interest Period”) to apply, which interest period shall be one, two, or three months; provided, however, that:

          (a) the Interest Period shall commence on the date the Loan is made or continued as, or converted into, a LIBOR Loan, and shall expire on the numerically corresponding day in the calendar month at its end;

          (b) if any Interest Period commences on a day for which there is no corresponding day in the calendar month at its end or if such corresponding day falls after the last Business Day of such month, then the Interest Period shall expire on the last Business Day of such month; and if any Interest Period would expire on a day that is not a Business Day, the period shall expire on the next Business Day; and

          (c) no Interest Period shall extend beyond the Revolver Termination Date.

          3.1.4. Interest Rate Not Ascertainable. If Agent shall determine that on any date for determining LIBOR, due to any circumstance affecting the London interbank market, adequate and fair means do not exist for ascertaining such rate on the basis provided herein, then Agent shall immediately notify Borrowers of such determination. Until Agent notifies Borrowers that such circumstance no longer exists, the obligation of Lenders to make LIBOR Loans shall be suspended, and no further Loans may be converted into or continued as LIBOR Loans.

     3.2. Fees.

          3.2.1. Unused Line Fee. Borrowers shall pay to Agent, for the Pro Rata benefit of Lenders (other than a Defaulting Lender for any period during which it is a Defaulting Lender), a fee calculated as follows (the “Unused Fee”): (a) if Average Facility Usage (defined below) for the most

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recently ended calendar month is greater than or equal to 50% of the aggregate Commitments for such calendar month, the Unused Fee shall be 0.50% per annum times the amount by which (i) the Commitments during such month exceed (ii) the Average Facility Usage for such month and (b) if Average Facility Usage for the most recently ended calendar month is less than 50% of the aggregate Commitments for such calendar month, the Unused Fee shall be 0.75% per annum times the amount by which (i) the Commitments during such month exceed (ii) the Average Facility Usage for such month. Such fee shall be payable quarterly in arrears, on the first day of each fiscal quarter and on the Revolver Termination Date. “Average Facility Usage” means the average daily balance of Revolver Loans (other than Swingline Loans or Protective Advances) and undrawn amount of Letters of Credit during any calendar month.

          3.2.2. LC Facility Fees. Borrowers shall pay (a) to Agent, for the Pro Rata benefit of Lenders, a fee equal to the Applicable Margin in effect for LIBOR Revolver Loans times the average daily stated amount of Letters of Credit, which fee shall be payable monthly in arrears, on the first day of each month; provided, however, any Letter of Credit fees otherwise payable for the account of a Defaulting Lender shall be payable, to the maximum extent permitted by Applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata shares allocable to such Letter of Credit pursuant to Section 4.2.2, with the balance of such fee, if any, payable to Issuing Bank for its own account; (b) to Issuing Bank, for its own account, a fronting fee equal to. 125% per annum on the stated amount of each Letter of Credit, which fee shall be payable monthly in arrears, on the first day of each month; and (c) to Issuing Bank, for its own account, all customary and documented charges associated with the issuance, amending, negotiating, payment, processing, transfer and administration of Letters of Credit, which charges shall be paid as and when incurred. During an Event of Default, the fee payable under clause (a) shall be increased by 2% per annum.

          3.2.3. Agent Fees. In consideration of Agent’s syndication of the Commitments and service as Agent hereunder, Borrowers shall pay to Agent, for its own account, the fees described in the Fee Letter.

     3.3. Computation of Interest, Fees, Yield Protection. All interest, as well as fees and other charges calculated on a per annum basis, shall be computed for the actual days elapsed, based on a year of 360 days. Each determination by Agent of any interest, fees or interest rate hereunder shall be final, conclusive and binding for all purposes, absent manifest error. All fees shall be fully earned when due and shall not be subject to rebate, refund or proration. All fees payable under Section 3.2 are compensation for services and are not, and shall not be deemed to be, interest or any other charge for the use, forbearance or detention of money. A certificate as to amounts payable by Borrowers under Section 3.4, 3.6, 3.7, 3.9 or 5.9, submitted to Borrower Agent by Agent or the affected Lender (with a copy to the Agent), as applicable, shall be final, conclusive and binding for all purposes, absent manifest error, and Borrowers shall pay such amounts to the appropriate party within 10 days following receipt of the certificate.

     3.4. Reimbursement Obligations. Borrowers shall reimburse Agent for all Extraordinary Expenses. Borrowers shall also reimburse Agent for all legal, accounting, appraisal, consulting, and other fees, costs and expenses reasonably incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal with respect to any Credit Party or Collateral, whether prepared by Agent’s personnel or a third party; provided, however, that (i) prior to any Event of Default, Borrowers’ obligations to reimburse Agent for the fees and expenses of counsel shall be limited to one counsel selected by Agent and to the extent necessary, one special or local counsel in each appropriate jurisdiction unless, in the reasonable opinion of Agent, representation of all such Indemnitees would be inappropriate

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due to the existence of an actual or potential conflict of interest and (ii) during any Event of Default, Borrowers’ obligations to reimburse Agent for the fees and expenses of counsel shall be limited to one counsel for Agent and one counsel for Lenders and to the extent necessary, one special or local counsel in each appropriate jurisdiction unless, in the reasonable opinion of any Lender, representation of all such Indemnitees would be inappropriate due to the existence of an actual or potential conflict of interest. If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificate), it is determined that a higher Applicable Margin should have applied to a period than was actually applied, then the proper margin shall be applied retroactively and Borrowers shall immediately pay to Agent, for the Pro Rata benefit of Lenders, an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paid. All amounts payable by Borrowers under this Section shall be due on demand.

     3.5. Illegality. If any Lender determines that any Applicable Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund LIBOR Loans, or to determine or charge interest rates based upon LIBOR, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to Agent, (a) any obligation of such Lender to make or continue LIBOR Loans or to convert Base Rate Loans to LIBOR Loans shall be suspended and (b) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the LIBOR component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by Agent without reference to the LIBOR component of Base Rate, in each case until such Lender notifies Agent that the circumstances giving rise to such determination no longer exist. Upon delivery of such notice (with a copy to the Borrower Agent), (x) Borrowers shall, at Borrower’s election, prepay or convert all LIBOR Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by Agent without reference to the LIBOR component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBOR Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBOR Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon LIBOR, Agent shall, during the period of such suspension, compute the Base Rate applicable to such Lender without reference to the LIBOR component thereof until Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon LIBOR. Upon any such prepayment or conversion, Borrowers shall also pay accrued interest on the amount so prepaid or converted.

     3.6. Inability to Determine Rates. If Required Lenders notify Agent for any reason in connection with a request for a Borrowing of, or conversion to or continuation of, a LIBOR Loan that (a) Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such Loan, (b) adequate and reasonable means do not exist for determining LIBOR for the requested Interest Period, or (c) LIBOR for the requested Interest Period does not adequately and fairly reflect the cost to such Lenders of funding such Loan, then Agent will promptly so notify Borrower Agent and each Lender. Thereafter, (x) the obligation of Lenders to make or maintain LIBOR Loans shall be suspended and (y) in the event of a determination described in the preceding sentence with respect to the LIBOR component of the Base Rate, the utilization of the LIBOR component in determining the Base Rate shall be suspended, in each case until Agent (upon instruction by Required Lenders) revokes such notice. Upon receipt of such notice, Borrower Agent may revoke any pending request for a Borrowing of, conversion to or continuation of a LIBOR Loan or, failing that, will be deemed to have submitted a request for a Base Rate Loan.

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     3.7. Increased Costs; Capital Adequacy.

          3.7.1. Change in Law. If any Change in Law shall:

          (a) impose modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in LIBOR) or Issuing Bank;

          (b) subject any Lender or Issuing Bank to any Tax with respect to any Loan, Loan Document, Letter of Credit or participation in LC Obligations, or change the basis of taxation of payments to such Lender or Issuing Bank in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 5.9 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender or Issuing Bank); or

          (c) impose on any Lender or Issuing Bank or the London interbank market any other condition, cost or expense affecting any Loan, Loan Document, Letter of Credit or participation in LC Obligations;

and the result thereof shall be to increase the cost to such Lender of making or maintaining any LIBOR Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or Issuing Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or Issuing Bank hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or Issuing Bank, Borrowers will pay to such Lender or Issuing Bank, as applicable, such additional amount or amounts as will compensate such Lender or Issuing Bank, as applicable, for such additional costs incurred or reduction suffered.

          3.7.2. Capital Adequacy. If any Lender or Issuing Bank determines that any Change in Law affecting such Lender or Issuing Bank or any Lending Office of such Lender or such Lender’s or Issuing Bank’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s, Issuing Bank’s or holding company’s capital as a consequence of this Agreement, or such Lender’s or Issuing Bank’s Commitments, Loans, Letters of Credit or participations in LC Obligations, to a level below that which such Lender, Issuing Bank or holding company could have achieved but for such Change in Law (taking into consideration such Lender’s, Issuing Bank’s and holding company’s policies with respect to capital adequacy), then from time to time Borrowers will pay to such Lender or Issuing Bank, as the case may be, such additional amount or amounts as will compensate it or its holding company for any such reduction suffered. Each Lender or Issuing Bank, upon determining in good faith any additional amount payable pursuant to this Section 3.7.2 will give prompt written notice thereof to Borrower Agent setting forth in reasonable detail the basis of the calculation of such additional amounts.

          3.7.3. Compensation. Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this Section 3.7 shall not constitute a waiver of its right to demand such compensation, but Borrowers shall not be required to compensate a Lender or Issuing Bank for any increased costs incurred or reductions suffered more than six months prior to the date that the Lender or Issuing Bank notifies Borrower Agent of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof).

     3.8. Mitigation. If any Lender gives a notice under Section 3.5 or requests compensation under Section 3.7, or if Borrowers are required to pay additional amounts with respect to a Lender under

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Section 5.9, then such Lender shall use reasonable efforts to designate a different Lending Office or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the judgment of such Lender, such designation or assignment (a) would eliminate the need for such notice or reduce amounts payable or to be withheld in the future, as applicable; and (b) would not subject the Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to it. Borrowers shall pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

     3.9. Funding Losses. If for any reason (other than default by a Lender) (a) any Borrowing of, or conversion to or continuation of, a LIBOR Loan does not occur on the date specified therefor in a Notice of Borrowing or Notice of Conversion/Continuation (whether or not withdrawn), (b) any repayment or conversion of a LIBOR Loan occurs on a day other than the end of its Interest Period, or (c) Borrowers fail to repay a LIBOR Loan when required hereunder, then Borrowers shall pay to Agent its customary administrative charge and to each Lender all losses and expenses that it sustains as a consequence thereof, including any loss or expense arising from liquidation or redeployment of funds or from fees payable to terminate deposits of matching funds. Lenders shall not be required to purchase Dollar deposits in the London interbank market or any other offshore Dollar market to fund any LIBOR Loan, but the provisions hereof shall be deemed to apply as if each Lender had purchased such deposits to fund its LIBOR Loans.

     3.10. Maximum Interest. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by Applicable Law (“maximum rate”). If Agent or any Lender shall receive interest in an amount that exceeds the maximum rate, the excess interest shall be applied to the principal of the Obligations or, if it exceeds such unpaid principal, refunded to Borrowers. In determining whether the interest contracted for, charged or received by Agent or a Lender exceeds the maximum rate, such Person may, to the extent permitted by Applicable Law, (a) characterize any payment that is not principal as an expense, fee or premium rather than interest; (b) exclude voluntary prepayments and the effects thereof; and (c) amortize, prorate, allocate and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

SECTION 4. LOAN ADMINISTRATION

     4.1. Manner of Borrowing and Funding Revolver Loans.

          4.1.1. Notice of Borrowing.

          (a) Whenever Borrowers desire funding of a Borrowing of Revolver Loans, Borrower Agent shall give Agent a Notice of Borrowing. Such notice must be received by Agent no later than 12:00 noon (i) on the Business Day of the requested funding date, in the case of Base Rate Loans, and (ii) at least three Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received after 12:00 noon shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as Base Rate Loans or LIBOR Loans, and (D) in the case of LIBOR Loans, the duration of the applicable Interest Period (which shall be deemed to be one month if not specified).

          (b) Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Bank Product Debt) shall be deemed to be a request for Base Rate Revolver Loans on the due date, in the amount of such Obligations. The proceeds of such Revolver Loans shall be disbursed as direct payment of the relevant Obligation.

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          (c) If Borrowers establish a controlled disbursement account with Agent or any Affiliate of Agent, then the presentation for payment of any check or other item of payment drawn on such account at a time when there are insufficient funds to cover it shall be deemed to be a request for Base Rate Revolver Loans on the date of such presentation, in the amount of the check and items presented for payment. The proceeds of such Revolver Loans may be disbursed directly to the controlled disbursement account or other appropriate account.

          4.1.2. Fundings by Lenders. Each Lender shall timely honor its Revolver Commitment by funding its Pro Rata share of each Borrowing of Revolver Loans that is properly requested hereunder. Except for Borrowings to be made as Swingline Loans, Agent shall endeavor to notify Lenders of each Notice of Borrowing (or deemed request for a Borrowing) by 1:00 p.m. on the proposed funding date for Base Rate Loans or by 3:00 p.m. at least two Business Days before any proposed funding of LIBOR Loans. Each Lender shall fund to Agent such Lender’s Pro Rata share of the Borrowing to the account specified by Agent in immediately available funds not later than 3:00 p.m. on the requested funding date, unless Agent’s notice is received after the times provided above, in which event Lender shall fund its Pro Rata share by 11:00 a.m. on the next Business Day. Subject to its receipt of such amounts from Lenders, Agent shall disburse the proceeds of the Revolver Loans as directed by Borrower Agent. Unless Agent shall have received (in sufficient time to act) written notice from a Lender that it does not intend to fund its Pro Rata share of a Borrowing, Agent may assume that such Lender has deposited or promptly will deposit its share with Agent, and Agent may disburse a corresponding amount to Borrowers. If a Lender’s share of any Borrowing or of any settlement pursuant to Section 4.1.3(b) is not received by Agent, then Agent shall be entitled to recover such corresponding amount and interest thereon at the applicable rate from such Lender. If such Lender does not pay such corresponding amount upon demand from Agent, then Borrowers agree to repay to Agent on demand the amount of such share, together with interest thereon from the date disbursed until repaid, at the rate applicable to the Borrowing.

          4.1.3. Swingline Loans; Settlement.

          (a) Agent may, but shall not be obligated to, advance Swingline Loans to Borrowers, up to an aggregate outstanding amount equal to 10% of the aggregate Commitments, unless the funding is specifically required to be made by all Lenders hereunder. Each Swingline Loan shall constitute a Revolver Loan for all purposes, except that payments thereon shall be made to Agent for its own account, and shall bear interest at the Base Rate in effect from time to time plus the Applicable Margin. The obligation of Borrowers to repay Swingline Loans shall be evidenced by the records of Agent and need not be evidenced by any promissory note.

          (b) To facilitate administration of the Revolver Loans, Lenders and Agent agree (which agreement is solely among them, and not for the benefit of or enforceable by any Borrower) that settlement among them with respect to Swingline Loans and other Revolver Loans may take place on a date determined from time to time by Agent, which shall occur at least once each week. On each settlement date, settlement shall be made with each Lender in accordance with the Settlement Report delivered by Agent to Lenders. Between settlement dates, Agent may in its discretion apply payments on Revolver Loans to Swingline Loans, regardless of any designation by Borrower or any provision herein to the contrary. Each Lender’s obligation to make settlements with Agent is absolute and unconditional, without offset, counterclaim or other defense, and whether or not the Commitments have terminated, the aggregate Revolver Loans exceed the Borrowing Base or the conditions in Section 6 are satisfied. If, due to an Insolvency Proceeding with respect to a Borrower or otherwise, any Swingline Loan may not be settled among Lenders hereunder, then each Lender shall be deemed to have purchased from Agent a Pro Rata participation in each unpaid Swingline Loan and shall transfer the amount of such participation to Agent, in immediately available funds (and Agent may apply Cash Collateral available with respect to the applicable Swingline Loan), within one Business Day after Agent’s request therefor.

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          4.1.4. Notices. Each Borrower authorizes Agent and Lenders to extend, convert or continue Loans, effect selections of interest rates, and transfer funds to or on behalf of Borrowers based on telephonic or e-mailed instructions. Borrowers shall confirm each such request by prompt delivery to Agent of a Notice of Borrowing or Notice of Conversion/Continuation, if applicable, but if it differs in any material respect from the action taken by Agent or Lenders, the records of Agent and Lenders shall govern. Neither Agent nor any Lender shall have any liability for any loss suffered by a Borrower as a result of Agent or any Lender acting upon its understanding of telephonic or e-mailed instructions from a person believed in good faith by Agent or any Lender to be a person authorized to give such instructions on a Borrower’s behalf.

     4.2. Defaulting Lender.

          4.2.1. Reallocation of Payments. Agent may (but shall not be required to), in its discretion, retain any payments or other funds received by Agent that are to be provided to a Defaulting Lender hereunder, and may hold any such amounts (without interest accruing thereon) as collateral for such Lender’s obligations hereunder and apply such funds to such Lender’s defaulted obligations or readvance the funds to Borrowers in accordance with this Agreement. The failure of any Lender to fund a Loan, to make any payment in respect of LC Obligations or to otherwise perform its obligations hereunder shall not relieve any other Lender of its obligations, and no Lender shall be responsible for default by another Lender. Lenders and Agent agree (which agreement is solely among them, and not for the benefit of or enforceable by any Borrower) that, solely for purposes of determining a Defaulting Lender’s right to (a) vote on matters relating to the Loan Documents (other than a modification that would (i) increase or extend the Commitment of such Defaulting Lender or (ii) reduce or waive payment of principal, interest or fees that by its terms affects such Defaulting Lender more adversely than other affected Lenders) and (b) to share in payments, fees and Collateral proceeds thereunder, a Defaulting Lender shall not be deemed to be a “Lender” until all its defaulted obligations have been cured.

          4.2.2. Reallocation of Pro Rata Shares to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swingline Loans pursuant to Sections 2.3.2 and 4.1.3, the Pro Rata share of each non-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided that the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swingline Loans shall not exceed the positive difference, if any, of (a) the Commitment of that non-Defaulting Lender minus (b) the aggregate outstanding amount of the Revolver Loans of such non-Defaulting Lender.

          4.2.3. Defaulting Lender Cure. If Borrowers, Agent and Issuing Bank agree in writing in their sole discretion that a Defaulting Lender’s defaulted obligations have been cured, Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as Agent may determine to be necessary to cause the Revolver Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a Pro Rata basis by the Lenders in accordance with their Pro Rata interests (without giving effect to Section 4.2.2), whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrowers while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed to by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

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     4.3. Number and Amount of LIBOR Loans; Determination of Rate. Each Borrowing of LIBOR Loans when made shall be in a minimum amount of $5,000,000, plus any increment of $1,000,000 in excess thereof. No more than four Borrowings of LIBOR Loans may be outstanding at any time, and all LIBOR Loans having the same length and beginning date of their Interest Periods shall be aggregated together and considered one Borrowing for this purpose. Upon determining LIBOR for any Interest Period requested by Borrowers, Agent shall promptly notify Borrowers thereof by telephone or electronically and, if requested by Borrowers, shall confirm any telephonic notice in writing.

     4.4. Borrower Agent. Each Credit Party hereby designates Capella Healthcare, Inc. (“Borrower Agent”) as its representative and agent for all purposes under the Loan Documents, including requests for Loans and Letters of Credit, designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base and financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with Agent, Issuing Bank or any Lender. Borrower Agent hereby accepts such appointment. Agent and Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or communication (including any notice of borrowing) delivered by Borrower Agent on behalf of any Credit Party. Agent and Lenders may give any notice or communication with a Credit Party hereunder to Borrower Agent on behalf of such Credit Party. Each of Agent, Issuing Bank and Lenders shall have the right, in its discretion, to deal exclusively with Borrower Agent for any or all purposes under the Loan Documents. Each Credit Party agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by Borrower Agent shall be binding upon and enforceable against it.

     4.5. One Obligation. The Loans, LC Obligations and other Obligations shall constitute one general obligation of Borrowers and (unless otherwise expressly provided in any Loan Document) shall be secured by Agent’s Lien upon all Collateral; provided, however, that Agent and each Lender shall be deemed to be a creditor of, and the holder of a separate claim against, each Borrower to the extent of any Obligations jointly or severally owed by such Borrower.

     4.6. Effect of Termination. On the effective date of any termination of the Commitments, all Obligations shall be immediately due and payable, and any Lender may terminate its and its Affiliates’ Bank Products (including, only with the consent of Agent, any Cash Management Services). All undertakings of Borrowers contained in the Loan Documents shall survive any termination, and Agent shall retain its Liens in the Collateral and all of its rights and remedies under the Loan Documents until Full Payment of the Obligations. Sections 2.3, 3.4, 3.6, 3.7, 3.9, 5.5, 5.9, 5.10, 12, 14.2 and this Section, and the obligation of each Credit Party and Lender with respect to each indemnity given by it in any Loan Document, shall survive Full Payment of the Obligations and any release relating to this credit facility.

SECTION 5. PAYMENTS

     5.1. General Payment Provisions. All payments of Obligations shall be made in Dollars, without offset, counterclaim or defense of any kind, free of (and without deduction for) any Taxes, and in immediately available funds, not later than 12:00 noon on the due date. Any payment after such time may be deemed made on the next Business Day. Any payment of a LIBOR Loan prior to the end of its Interest Period shall be accompanied by all amounts due under Section 3.9. Any prepayment of Loans shall be applied first to Base Rate Loans and then to LIBOR Loans, unless otherwise requested by Borrower Agent or, if an Event of Default is continuing, as the Agent may determine. Notwithstanding the foregoing, if the amount of any prepayment of Revolving Loans shall be in excess of the amount of the Base Rate Loans at the time outstanding (an “Excess Amount”), so long as no Default or Event of Default shall have occurred and be continuing, only the portion of the amount of such prepayment as is equal to the amount of such outstanding Base Rate Loans shall be immediately prepaid and the balance shall be held as Cash Collateral or, at the election of the Borrower Agent, the Excess Amount shall be made

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available to the Borrowers to the extent it would not cause the aggregate Revolver Loans to exceed the Borrowing Base.

     5.2. Repayment of Revolver Loans. Revolver Loans shall be due and payable in full on the Revolver Termination Date, unless payment is sooner required hereunder. Revolver Loans may be prepaid from time to time, without penalty or premium. If any Asset Disposition includes the disposition of Accounts or Inventory (except as otherwise permitted under this Agreement between Credit Parties or so long as no Dominion Trigger Period exists or occurs as a result thereof), then Net Proceeds thereof shall be applied to the Revolver Loans. Notwithstanding anything herein to the contrary, if the aggregate Revolver Loans exceed the Borrowing Base, Borrowers shall, on the sooner of Agent’s demand or the first Business Day after any Senior Officer of the Borrower Agent has knowledge thereof, repay the outstanding Revolver Loans in an amount sufficient to reduce the principal balance of Revolver Loans to the Borrowing Base.

     5.3. [Reserved].

     5.4. Payment of Other Obligations. Obligations including Loans, LC Obligations and Extraordinary Expenses, shall be paid by Borrowers as provided in the Loan Documents or, if no payment date is specified, on demand.

     5.5. Marshaling; Payments Set Aside. None of Agent or Lenders shall be under any obligation to marshal any assets in favor of any Credit Party or against any Obligations. If any payment by or on behalf of Borrowers is made to Agent, Issuing Bank or any Lender, or Agent, Issuing Bank or any Lender exercises a right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Agent, Issuing Bank or such Lender in its discretion) to be repaid to a trustee, receiver or any other Person, then to the extent of such recovery, the Obligation originally intended to be satisfied, and all Liens, rights and remedies relating thereto, shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred.

     5.6. Post-Default Allocation of Payments.

          5.6.1. Allocation. Notwithstanding anything herein to the contrary, during the continuation of an Event of Default, monies to be applied to the Obligations, whether arising from payments by Credit Parties, realization on Collateral, setoff or otherwise, shall, subject to the provisions of Sections 2.3.3 and 4.2, be allocated as follows:

          (a) first, to all costs and expenses, including Extraordinary Expenses, owing to Agent;

          (b) second, to all amounts owing to Agent on Swingline Loans and Obligations arising from Cash Management Services;

          (c) third, to all amounts owing to Issuing Bank on LC Obligations;

          (d) fourth, to all Obligations constituting fees (excluding amounts relating to Bank Products);

          (e) fifth, to all Obligations constituting interest (excluding amounts relating to Bank Products);

          (f) sixth, to provide Cash Collateral for outstanding Letters of Credit to the extent not otherwise Cash Collateralized by Borrowers pursuant to Section 2.3.3;

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          (g) seventh, to all other Obligations, other than Bank Product Debt; and

          (h) last, to Bank Product Debt.

Subject to Section 2.3.3, amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. Amounts distributed with respect to any Bank Product Debt shall be the lesser of the applicable Bank Product Amount last reported to Agent or the actual Bank Product Debt as calculated by the methodology reported to Agent for determining the amount due. Agent shall have no obligation to calculate the amount to be distributed with respect to any Bank Product Debt, but may rely upon written notice of the amount (setting forth a reasonably detailed calculation) from the Secured Party. In the absence of such notice, Agent may assume the amount to be distributed is the Bank Product Amount last reported to it. The allocations set forth in this Section are solely to determine the rights and priorities of Agent and Lenders as among themselves, and may be changed by agreement among them without the consent of any Credit Party. This Section is not for the benefit of or enforceable by any Credit Party.

          5.6.2. Erroneous Application. Agent shall not be liable for any application of amounts made by it in good faith and, if any such application is subsequently determined to have been made in error, the sole recourse of any Lender or other Person (other than the Credit Parties) to which such amount should have been made shall be to recover the amount from the Person that actually received it (and, if such amount was received by any Lender, such Lender hereby agrees to return it).

     5.7. Application of Payments. During any Dominion Trigger Period, (a) if the Concentration Account is maintained at Bank of America, the ledger balance in the Concentration Account as of the end of a Business Day shall be transferred to Agent’s account and applied to the Obligations at the beginning of the next Business Day and (b) if the Concentration Account is not maintained at Bank of America, payments shall be applied to the Obligations on the Business Day of receipt of good funds by Agent in the account designated by Agent for such purposes; provided that if any such payment is received after 2:00 p.m., it may be deemed received on the next Business Day. If, as a result of such application, a credit balance exists, the balance shall not accrue interest in favor of Borrowers and shall be made available to Borrowers as long as no Default or Event of Default exists. During an Event of Default, each Borrower irrevocably waives the right to direct the application of any payments or Collateral proceeds, and agrees that Agent shall have the continuing, exclusive right to apply and reapply same against the Obligations, in such manner as Agent deems advisable.

     5.8. Loan Account; Account Stated.

          5.8.1. Loan Account. Agent shall maintain in accordance with its usual and customary practices an account or accounts (“Loan Account”) evidencing the Debt of Borrowers resulting from each Loan or issuance of a Letter of Credit from time to time. Any failure of Agent to record anything in the Loan Account, or any error in doing so, shall not limit or otherwise affect the obligation of Borrowers to pay any amount owing hereunder. Agent may maintain a single Loan Account in the name of Borrower Agent, and each Borrower confirms that such arrangement shall have no effect on the joint and several character of its liability for the Obligations.

          5.8.2. Entries Binding. Entries made in the Loan Account shall constitute presumptive evidence of the information contained therein. If any information contained in the Loan Account is provided to or inspected by any Person, then such information shall be conclusive and binding on such Person for all purposes absent manifest error, except to the extent such Person notifies Agent in writing within 30 days after receipt or inspection that specific information is subject to dispute.

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     5.9. Taxes.

          5.9.1. Payments Free of Taxes. All payments by Credit Parties of Obligations shall, to the extent permitted by Applicable Law, be free and clear of and without reduction for any Taxes. If Applicable Law requires any Credit Party or Agent to withhold or deduct any Tax (including backup withholding or withholding Tax), the withholding or deduction shall, if applicable, be based on information provided pursuant to Section 5.10 and Agent shall pay the amount withheld or deducted to the relevant Governmental Authority. If the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by Borrowers shall be increased as necessary so that Agent, Lender or Issuing Bank, as applicable, receives an amount equal to the sum it would have received if no such withholding or deduction (including deductions applicable to additional sums payable under this Section) had been made. Without limiting the foregoing, Borrowers shall timely pay all Other Taxes to the relevant Governmental Authorities in accordance with Applicable Law.

          5.9.2. Payment. Borrowers shall indemnify, hold harmless and reimburse (within 10 days after demand therefor) Agent, Lenders and Issuing Bank for any Indemnified Taxes or Other Taxes (including those attributable to amounts payable under this Section) withheld or deducted by any Credit Party or Agent, or paid by Agent, any Lender or Issuing Bank, with respect to any Obligations, Letters of Credit or Loan Documents, whether or not such Taxes were properly asserted by the relevant Governmental Authority, and including all penalties, interest and reasonable expenses relating thereto, as well as any amount that a Lender or Issuing Bank fails to pay indefeasibly to Agent under Section 5.10. A certificate as to the amount of any such payment or liability delivered to Borrower Agent by Agent, or by a Lender or Issuing Bank (with a copy to Agent), shall be conclusive, absent manifest error. As soon as practicable after any payment of Indemnified Taxes or Other Taxes by a Borrower, Borrower Agent shall deliver to Agent a receipt from the Governmental Authority or other evidence of payment satisfactory to Agent.

          5.9.3. Treatment of Certain Refunds. Unless required by Applicable Law, at no time shall Agent have any obligation to file for or otherwise pursue on behalf of any Lender or Issuing Bank, or have any obligation to pay to any Lender or Issuing Bank, any refund of Taxes withheld or deducted from funds paid for the account of such Lender or Issuing Bank, as the case may be. If Agent, any Lender or Issuing Bank determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrowers or with respect to which the Borrowers have paid additional amounts pursuant to Section 5.9, it shall pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 5.9 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses incurred by such Agent, Lender or Issuing Bank, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrowers, upon request of the Lender, agree to repay the amount paid over to the Borrowers (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to such Agent, Lender or Issuing Bank in the event such Agent, Lender or Issuing Bank is required to repay such refund to such Governmental Authority. This paragraph shall not be construed to require Agent, any Lender or any Issuing Bank to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrowers or any other Person.

     5.10. Lender Tax Information.

          5.10.1. Status of Lenders. Each Lender shall deliver documentation and information to Agent and Borrower Agent, at the times and in form required by Applicable Law or reasonably requested by Agent or Borrower Agent, sufficient to permit Agent or Borrowers to determine (a) whether or not payments made with respect to Obligations are subject to Taxes, (b) if applicable, the required rate of withholding or deduction, and (c) such Lender’s entitlement to any available exemption from, or

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reduction of, applicable Taxes for such payments or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction.

          5.10.2. Documentation. If a Borrower is resident for tax purposes in the United States, any Lender that is a “United States person” within the meaning of section 7701(a)(30) of the Code shall deliver to Agent and Borrower Agent IRS Form W-9 or such other documentation or information prescribed by Applicable Law or reasonably requested by Agent or Borrower Agent to determine whether such Lender is subject to backup withholding or information reporting requirements. If any Foreign Lender is entitled to any exemption from or reduction of withholding tax for payments with respect to the Obligations, it shall deliver to Agent and Borrower Agent, on or prior to the date on which it becomes a Lender hereunder (and from time to time thereafter upon request by Agent or Borrower Agent, but only if such Foreign Lender is legally entitled to do so), (a) IRS Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party; (b) IRS Form W-8ECI; (c) IRS Form W-8IMY and all required supporting documentation; (d) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, IRS Form W-8BEN and a certificate showing such Foreign Lender is not (i) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (ii) a “10 percent shareholder” of any Credit Party within the meaning of section 881(c)(3)(B) of the Code, or (iii) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code; or (e) any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in withholding tax, together with such supplementary documentation necessary to allow Agent and Borrowers to determine the withholding or deduction required to be made.

          5.10.3. Lender Obligations. Each Lender and Issuing Bank shall promptly notify Borrowers and Agent of any change in circumstances that would change any claimed Tax exemption or reduction. Each Lender and Issuing Bank shall indemnify, hold harmless and reimburse (within 10 days after demand therefor) Borrowers and Agent for any Taxes, losses, claims, liabilities, penalties, interest and expenses (including reasonable attorneys’ fees) incurred by or asserted against a Borrower or Agent by any Governmental Authority due to such Lender’s or Issuing Bank’s failure to deliver, or inaccuracy or deficiency in, any documentation required to be delivered by it pursuant to this Section. Each Lender and Issuing Bank authorizes Agent to set off any amounts due to Agent under this Section against any amounts payable to such Lender or Issuing Bank under any Loan Document.

     5.11. Nature and Extent of Each Borrower’s Liability.

          5.11.1. Joint and Several Liability. Each Borrower agrees that it is jointly and severally liable for, and absolutely and unconditionally guarantees to Agent and Lenders the prompt payment and performance of, all Obligations and all agreements under the Loan Documents. Each Borrower agrees that its guaranty obligations hereunder constitute a continuing guaranty of payment and not of collection, that such obligations shall not be discharged until Full Payment of the Obligations, and that such obligations are absolute and unconditional, irrespective of (a) the genuineness, validity, regularity, enforceability, subordination or any future modification of, or change in, any Obligations or Loan Document, or any other document, instrument or agreement to which any Credit Party is or may become a party or be bound; (b) the absence of any action to enforce this Agreement (including this Section) or any other Loan Document, or any waiver, consent or indulgence of any kind by Agent or any Lender with respect thereto; (c) the existence, value or condition of, or failure to perfect a Lien or to preserve rights against, any security or guaranty for the Obligations or any action, or the absence of any action, by Agent or any Lender in respect thereof (including the release of any security or guaranty); (d) the insolvency of any Credit Party; (e) any election by Agent or any Lender in an Insolvency Proceeding for the application of Section 1111(b)(2) of the Bankruptcy Code; (f) any borrowing or grant of a Lien by any other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code or otherwise; (g) the disallowance of any claims of Agent or any Lender against any Credit Party for the repayment of any Obligations under Section 502 of the Bankruptcy Code or otherwise; or (h) any other action or

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circumstances that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, except Full Payment of all Obligations.

          5.11.2. Waivers.

          (a) Each Borrower expressly waives all rights that it may have now or in the future under any statute, at common law, in equity or otherwise, to compel Agent or Lenders to marshal assets or to proceed against any Credit Party, other Person or security for the payment or performance of any Obligations before, or as a condition to, proceeding against such Borrower. Each Borrower waives all defenses available to a surety, guarantor or accommodation co-obligor other than Full Payment of all Obligations. It is agreed among each Borrower, Agent and Lenders that the provisions of this Section 5.11 are of the essence of the transaction contemplated by the Loan Documents and that, but for such provisions, Agent and Lenders would decline to make Loans and issue Letters of Credit. Each Borrower acknowledges that its guaranty pursuant to this Section is necessary to the conduct and promotion of its business, and can be expected to benefit such business.

          (b) Agent and Lenders may, in their discretion, pursue such rights and remedies as they deem appropriate, including realization upon Collateral or any Real Estate by judicial foreclosure or non judicial sale or enforcement, without affecting any rights and remedies under this Section 5.11. If, in taking any action in connection with the exercise of any rights or remedies, Agent or any Lender shall forfeit any other rights or remedies, including the right to enter a deficiency judgment against any Borrower or other Person, whether because of any Applicable Laws pertaining to “election of remedies” or otherwise, each Borrower consents to such action and waives any claim based upon it, even if the action may result in loss of any rights of subrogation that any Borrower might otherwise have had. Any election of remedies that results in denial or impairment of the right of Agent or any Lender to seek a deficiency judgment against any Borrower shall not impair any other Borrower’s obligation to pay the full amount of the Obligations. Each Borrower waives all rights and defenses arising out of an election of remedies, such as nonjudicial foreclosure with respect to any security for the Obligations, even though that election of remedies destroys such Borrower’s rights of subrogation against any other Person. Agent may bid all or a portion of the Obligations at any foreclosure or trustee’s sale or at any private sale, and the amount of such bid need not be paid by Agent but shall be credited against the Obligations. The amount of the successful bid at any such sale, whether Agent or any other Person is the successful bidder, shall be conclusively deemed to be the fair market value of the Collateral, and the difference between such bid amount and the remaining balance of the Obligations shall be conclusively deemed to be the amount of the Obligations guaranteed under this Section 5.11, notwithstanding that any present or future law or court decision may have the effect of reducing the amount of any deficiency claim to which Agent or any Lender might otherwise be entitled but for such bidding at any such sale.

          5.11.3. Extent of Liability; Contribution.

          (a) Notwithstanding anything herein to the contrary, each Borrower’s liability under this Section 5.11 shall be limited to the greater of (i) all amounts for which such Borrower is primarily liable, as described below, and (ii) such Borrower’s Allocable Amount.

          (b) If any Borrower makes a payment under this Section 5.11 of any Obligations (other than amounts for which such Borrower is primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments previously or concurrently made by any other Borrower, exceeds the amount that such Borrower would otherwise have paid if each Borrower had paid the aggregate Obligations satisfied by such Guarantor Payments in the same proportion that such Borrower’s Allocable Amount bore to the total Allocable Amounts of all Borrowers, then such Borrower shall be entitled to receive contribution and indemnification payments from, and to be reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. The “Allocable Amount” for any Borrower shall be the

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maximum amount that could then be recovered from such Borrower under this Section 5.11 without rendering such payment voidable under Section 548 of the Bankruptcy Code or under any applicable state fraudulent transfer or conveyance act, or similar statute or common law.

          (c) Nothing contained in this Section 5.11 shall limit the liability of any Borrower to pay Loans made directly or indirectly to that Borrower (including Loans advanced to any other Borrower and then re-loaned or otherwise transferred to, or for the benefit of, such Borrower), LC Obligations relating to Letters of Credit issued to support such Borrower’s or its Subsidiaries’ business, and all accrued interest, fees, expenses and other related Obligations with respect thereto, for which such Borrower shall be primarily liable for all purposes hereunder.

          5.11.4. Joint Enterprise. Each Borrower has requested that Agent and Lenders make this credit facility available to Borrowers on a combined basis, in order to finance Borrowers’ business most efficiently and economically. Borrowers’ business is a mutual and collective enterprise, and Borrowers believe that consolidation of their credit facility will enhance the borrowing power of each Borrower and ease the administration of their relationship with Lenders, all to the mutual advantage of Borrowers. Borrowers acknowledge and agree that Agent’s and Lenders’ willingness to extend credit to Borrowers and to administer the Collateral on a combined basis, as set forth herein, is done solely as an accommodation to Borrowers and at Borrowers’ request.

          5.11.5. Subordination. Each Borrower hereby subordinates any claims, including any rights at law or in equity to payment, subrogation, reimbursement, exoneration, contribution, indemnification or set off, that it may have at any time against any other Credit Party, howsoever arising, to the Full Payment of all Obligations.

SECTION 6. CONDITIONS PRECEDENT

     6.1. Conditions Precedent to Initial Loans. In addition to the conditions set forth in Section 6.2, there shall be no obligation or requirement to fund the initial request for a Loan, initial issuance of any Letter of Credit, or otherwise extend initial credit to any Credit Party hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfied:

          (a) Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note. Each other Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Credit Party shall be in compliance with all terms thereof.

          (b) Agent shall have received, in proper form for filing or recording, all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens.

          (c) Agent shall have received duly executed agreements establishing each Government Receivables Deposit Account, Private Deposit Account, Concentration Account and related lockbox, in form and substance, and with financial institutions, satisfactory to Agent.

          (d) Agent shall have received a certificate, in form and substance satisfactory to it, from a knowledgeable Senior Officer of Borrower Agent certifying that, after giving effect to the initial Loans and transactions hereunder, (i) the Credit Parties, taken as a whole, are Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 9 are true and correct; and (iv) each Credit Party has complied with all agreements and conditions to be satisfied by it under the Loan Documents.

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          (e) Agent shall have received a certificate of a duly authorized officer of each Credit Party, certifying (i) that attached copies of such Credit Party’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified, revoked or contradicted by any other resolution; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Credit Party in writing.

          (f) Agent shall have received a written opinion of Waller Lansden Dortch & Davis, PLLC, as counsel to the Credit Parties, in form and substance reasonably satisfactory to Agent.

          (g) Agent shall have received copies of the charter documents of each Credit Party, certified by the Secretary of State or other appropriate official of such Credit Party’s jurisdiction of organization. Agent shall have received good standing certificates for each Credit Party, issued by the Secretary of State or other appropriate official of such Credit Party’s jurisdiction of organization and each jurisdiction where such Credit Party’s conduct of business or ownership of Property necessitates qualification.

          (h) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by Credit Parties, all in compliance with the Loan Documents.

          (i) Agent shall have completed its business, financial and legal due diligence of Credit Parties, including a roll-forward of its previous field examination, with results satisfactory to Agent. No event or condition shall have occurred since December 31, 2009 that has had or could reasonably be expected to have a Material Adverse Effect.

          (j) Borrowers shall have paid all fees and expenses to be paid to Agent and Lenders on the Closing Date.

          (k) Agent shall have received a Borrowing Base Certificate prepared as of May 31, 2010. Upon giving effect to the initial funding of Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Availability shall be at least $50,000,000.

          (l) Agent shall have received evidence that the Borrowers have received the net cash proceeds of the Senior Notes issued in an original principal amount not less than $500,000,000.

          (m) Agent shall have received evidence that the Debt incurred and outstanding pursuant to the Existing First Lien Debt Documents and the Existing Second Lien Debt Documents has been or concurrently with the Closing Date is being terminated and all Liens securing obligations under the Existing First Lien Debt Documents and the Existing Second Lien Debt Documents have been or concurrently with the Closing Date are being released.

     6.2. Conditions Precedent to All Credit Extensions. Agent, Issuing Bank and Lenders shall not be required to fund any Loans, arrange for issuance of any Letters of Credit or grant any other accommodation to or for the benefit of Credit Parties (other than Protective Advances in accordance with Section 2.1.6), unless the following conditions are satisfied:

          (a) No Default or Event of Default shall exist at the time of, or result from, such funding, issuance or grant;

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          (b) The representations and warranties of each Credit Party in the Loan Documents shall be true and correct in all material respects on the date of, and upon giving effect to, such funding, issuance or grant (except for representations and warranties that expressly relate to an earlier date);

          (c) All conditions precedent in any other Loan Document shall be satisfied;

          (d) No event shall have occurred or circumstance exist that has or could reasonably be expected to have a Material Adverse Effect;

          (e) With respect to issuance of a Letter of Credit, the LC Conditions shall be satisfied; and

          (f) After giving effect to any requested Credit Extension, (i) the aggregate outstanding amount of all Revolver Loans plus all unreimbursed drawings under Letters of Credit plus the undrawn amount of all outstanding Letters of Credit does not exceed (ii) the Borrowing Base (excluding any applicable LC Reserve).

Each request (or deemed request) by Borrowers for funding of a Loan, issuance of a Letter of Credit or grant of an accommodation shall constitute a representation by Borrowers that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance or grant. As an additional condition to any funding, issuance or grant, Agent shall have received such other information, documents, instruments and agreements as it reasonably deems appropriate in connection therewith.

SECTION 7. COLLATERAL

     7.1. Grant of Security Interest. As collateral security for the payment and performance in full of all the Obligations, each Credit Party hereby (a) grants to the Agent for its benefit and for the benefit of the Secured Parties a lien on and security interest in and to, and (b) pledges, mortgages and hypothecates to the Agent for its benefit and the benefit of the Secured Parties, in each case, all of the right, title and interest of such Credit Party in, to and under all of the following personal property and interests in property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Collateral”):

(i) all Accounts;

(ii) all Inventory;

(iii) all Deposit Accounts, all Securities Accounts, all cash and Cash Equivalents and all Investment Property (other than Equity Interests in a Credit Party, Subsidiary or Permitted Minority Joint Venture);

(iv) all Chattel Paper, Instruments and Letter-of-Credit Rights arising from the sale of or providing of Inventory or services;

(v) all General Intangibles, Documents and Supporting Obligations evidencing, governing, securing, arising from or related to any of the assets described in clauses (i)-(iv);

(vi) all books and records relating to any of the foregoing clauses (i) through (v);

(vii) all Commercial Tort Claims arising from or with respect to any of the assets described in clause (i) — (vi); and

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(viii) to the extent not covered by clauses (i) through (vii) of this sentence, all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all proceeds of any insurance, indemnity, warranty or guaranty payable to such Credit Party from time to time with respect to any of the foregoing.

     Notwithstanding anything to the contrary contained in clauses (i) through (viii) above, the security interest created by this Agreement shall not extend to, and the term “Collateral” shall not include, any Restricted Collateral; provided that, all Accounts arising from and all Proceeds, substitutions or replacements of any Restricted Collateral shall constitute Collateral hereunder.

     7.2. Lien on Deposit Accounts; Cash Collateral.

          7.2.1. Deposit Accounts. To further secure the prompt payment and performance of all Obligations, each Credit Party hereby grants to Agent, for the benefit of Secured Parties, a continuing security interest in and Lien upon all amounts credited to any Deposit Account of such Credit Party, including any sums in any blocked or lockbox accounts or in any accounts into which such sums are swept. Each Credit Party hereby authorizes and directs each bank or other depository to deliver to Agent, upon request made in accordance with this Agreement and Applicable Law and any applicable Deposit Account Control Agreement, all balances in any Deposit Account maintained by such Credit Party, without inquiry into the authority or right of Agent to make such request.

          7.2.2. Cash Collateral. Any Cash Collateral may be invested, at Agent’s discretion, in Cash Equivalents, but Agent shall have no duty to do so, regardless of any agreement or course of dealing with any Credit Party, and shall have no responsibility for any investment or loss. Each Credit Party hereby grants to Agent, for the benefit of Secured Parties, a security interest in all Cash Collateral held by Agent from time to time and all proceeds thereof, as security for the Obligations, whether such Cash Collateral is held in a Cash Collateral Account or elsewhere. Subject to Section 2.3.3, Agent may apply Cash Collateral to the payment of any Obligations, in such order as provided in this Agreement or, during the continuance of a Default or Event of Default, as Agent may elect, as they become due and payable. Each Cash Collateral Account and all Cash Collateral shall be under the sole dominion and control of Agent. No Credit Party or other Person claiming through or on behalf of any Credit Party shall have any right to any Cash Collateral, until Full Payment of all Obligations.

          7.2.3. Securities Accounts. Each Credit Party irrevocably authorizes and directs each securities intermediary or other Person with which any Securities Account or similar investment property is maintained, if any, upon written instruction of the Agent, to dispose of such Collateral at the direction of the Agent and comply with the instructions originated by Agent without further consent of any Credit Party. The Agent agrees with the Credit Parties that such instruction shall not be given by the Agent unless an Event of Default has occurred and is continuing.

     7.3. Other Collateral; New Subsidiaries.

          7.3.1. Commercial Tort Claims. Credit Parties shall promptly notify Agent in writing if any Credit Party has filed any Commercial Tort Claim with respect to the Collateral against any third party with a value in excess of $5,000,000, shall promptly amend Schedule 9.1.16 to include such claim, and shall take such actions as Agent deems appropriate to subject such claim to a duly perfected, Lien in favor of Agent (for the benefit of Secured Parties) subject to Permitted Liens.

          7.3.2. Certain After-Acquired Collateral. Borrower Agent shall promptly notify Agent in writing if, after the Closing Date, any Credit Party obtains any interest in Collateral consisting of (a) Chattel Paper, Documents, Instruments or Letter-of-Credit Rights in an amount in excess of $1,000,000 individually or $5,000,000 in the aggregate or (b) Deposit Accounts or Securities Accounts

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(other than Excluded Deposit Accounts) and, in each case, upon Agent’s request, Borrower Agent shall promptly take such actions as Agent deems appropriate to effect Agent’s duly perfected Lien upon such Collateral, including obtaining any appropriate possession or control or using commercially reasonable efforts to obtain any Lien Waiver. If any Collateral is in the possession of a third party, at Agent’s request, each Credit Party shall use commercially reasonable efforts to obtain an acknowledgment that such third party holds the Collateral for the benefit of Agent.

          7.3.3. New Subsidiaries. Upon the formation or acquisition of any new direct or indirect Domestic Subsidiary (other then an Immaterial Subsidiary) by any Credit Party, then the Borrower Agent shall, at the Credit Parties’ expense, within 60 days after such formation or acquisition (or such later date as the Agent may specify in its sole discretion), (a)(i) cause it to become a Borrower under this agreement if it is a wholly-owned Domestic Subsidiary of the Company, or (ii) if none of the assets of such subsidiary are to be included in the Borrowing Base or the Agent otherwise consents (or requests) in writing, cause it to become a Guarantor and guaranty the Obligations in a manner reasonably satisfactory to Agent, or (iii) if it is a Permitted Joint Venture Subsidiary, cause such Subsidiary to grant Liens on Collateral owned or held by such Subsidiary pursuant to the Joint Venture Subsidiary Security Documents, and (b) cause such Subsidiary to duly execute and deliver to Agent such joinder agreements, amendments or supplements to the Loan Documents as are reasonably requested by the Agent, (if required under Section 8.5) control agreements and a legal opinion in form and substance reasonably satisfactory to Agent, to cause or authorize the filing of appropriate UCC financing statements, and to take any other action as may be necessary to vest in Agent valid and subsisting Liens on the properties purported to be subject thereto; provided, that a Permitted Joint Venture Subsidiary shall execute and deliver such additional agreements, instruments and documents (and satisfy any additional requirements) as set forth in the definition thereof.

          7.3.4. New Deposit Accounts and Securities Accounts. Concurrently with or prior to the opening of a Deposit Account, Securities Account or commodity account by any Credit Party, other than any Excluded Deposit Account, such Credit Party shall deliver to Agent a Deposit Account Control Agreement (which with respect to a Government Receivables Deposit Account will be a Government Receivables Deposit Account Agreement as defined in Section 8.5.2(b) hereof) covering such Deposit Account (as required hereunder with respect to the proceeds of Accounts to be deposited in such Deposit Account) and/or a control agreement covering such Securities Account or commodity account, in form and substance reasonably satisfactory to Agent, duly executed by such Credit Party, Agent and the applicable bank, securities intermediary or commodity intermediary, as the case may be.

     7.4. No Assumption of Liability. The Lien on Collateral granted hereunder is given as security only and shall not subject Agent or any Lender to, or in any way modify, any obligation or liability of Credit Parties relating to any Collateral.

     7.5. Further Assurances. Promptly upon request, Credit Parties shall deliver such instruments, assignments, or other documents or agreements, and shall take such actions, as Agent deems appropriate under Applicable Law to evidence or perfect its Lien on any Collateral, or otherwise to give effect to the intent of this Agreement. Each Credit Party authorizes Agent to file any financing statement that indicates the Collateral in a manner consistent with this Section and ratifies any such filings made by Agent to effect or perfect its Lien on any Collateral.

SECTION 8. COLLATERAL ADMINISTRATION

     8.1. Borrowing Base Certificates. Borrower Agent shall deliver to Agent (and after receipt, Agent shall promptly distribute to each Lender) a Borrowing Base Certificate (i) by the 20^th day of each month, prepared as of the close of business as of the previous month and (ii) during a Reporting Trigger Period, by 5 p.m. (New York City time) by the third Business Day of each week, as of the prior week end. All calculations of Availability in any Borrowing Base Certificate shall originally be made by Borrowers

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and certified by a Senior Officer of Borrower Agent, provided that Agent may from time to time review and adjust any such calculation to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Borrowing Base Reserve or Availability Reserve or to adjust the Reserves in its Credit Judgment.

     8.2. Administration of Accounts.

          8.2.1. Records and Schedules of Accounts. Each Credit Party shall keep accurate and complete records of its Accounts, including all payments and collections thereon, and shall submit to Agent sales, collection, reconciliation and other reports in form reasonably satisfactory to Agent, on such periodic basis as Agent may reasonably request. Each Borrower shall also provide to Agent (which delivery may be made electronically) (i) on or before the 20th day of each month, a detailed aged trial balance of all Accounts as of the end of the preceding month, specifying amount, invoice date and otherwise in form reasonably satisfactory to Agent, showing such information as Agent may reasonably request, and (ii) at the time of the delivery of the financial statements required by Section 10.1.2(b), in each case, as of the month end relating to such financial statements, (a) a copy of the Hindsight Analysis and a calculation of the Hindsight Collection Rate, and (b) a report as to the amount of the Joint Venture Distribution Reserve. If Accounts in an aggregate face amount of $10,000,000 or more cease to be Eligible Accounts, Borrowers shall notify Agent of such occurrence promptly (and in any event within one Business Day) after Borrower has knowledge thereof.

          8.2.2. Taxes. If an Account of any Borrower includes a charge for any Taxes, Agent is authorized, in its reasonable discretion, to pay the amount thereof to the proper taxing authority for the account of such Borrower and to charge Borrowers therefor; provided, however, that neither Agent nor Lenders shall be liable for any Taxes that may be due from Borrowers or with respect to any Collateral.

          8.2.3. Account Verification. If an Event of Default exists and is continuing, Agent shall have the right at any time (subject to Applicable Law), in the name of any Credit Party or, with respect to Accounts other than Government Accounts if an Event of Default is continuing, the name of Agent or any designee of Agent, to verify the validity, amount or any other matter relating to any Accounts of Credit Party by mail, telephone or otherwise. Prior to a Default or Event of Default, Agent shall have the right to require reasonable test verifications of the validity, amount or any other matter relating to any Accounts of a Credit Party selected by Agent with a representative or designee of Agent present and in manner that allows such representative or designee to independently verify the results thereof or to make such verifications by mail in the name of a designee. Borrowers shall cooperate fully with Agent in an effort to facilitate and promptly conclude any such verification process.

          8.2.4. [Reserved].

     8.3. Administration of Inventory. Each Credit Party shall keep materially accurate and complete records of its Inventory, including costs and daily withdrawals and additions, and shall submit to Agent inventory and reconciliation reports in form reasonably satisfactory to Agent, on such periodic basis as Agent may reasonably request but not more frequently than three (3) times in a Fiscal Year or as frequently as requested when a Default or Event of Default exists and is continuing. Credit Parties shall use, store and maintain all Inventory with reasonable care and caution, in accordance with applicable standards of any insurance and in conformity with all Applicable Law, and shall make current rent payments (within applicable grace periods provided for in leases) at all leased locations where any Collateral is located.

     8.4. Maintenance of Properties. Each Credit Party will keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, except to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect.

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     8.5. Cash Management System.

          8.5.1. Schedule of Deposit Accounts. Schedule 8.5.1 (as may be updated on a Fiscal Quarter basis) sets forth all Deposit Accounts maintained by the Credit Parties. Except as set forth below pursuant to the Cash Management System and with respect to the Recourse Account, each Credit Party shall be the sole account holder of each Deposit Account and shall not allow any other Person to have control over a Deposit Account or any Property deposited therein.

          8.5.2. Cash Management System. The Credit Parties will establish and maintain the cash management system described below (the “Cash Management System”):

          (a) Except in connection with Excluded Deposit Accounts or as set forth on Schedule 8.5.2, on or prior to the Closing Date (or such later date not to exceed 180 days after the Closing Date as the Agent may, in its sole reasonable discretion, consent to in writing), each Credit Party will (i) take all actions necessary to provide that all Account Debtors in respect of Government Accounts forward payment directly to an account of such Credit Party designated as a Government Receivables Deposit Account on Schedule 8.5.2 (such schedule to be delivered to the Agent on or before the Closing Date (or such later date not to exceed 180 days after the Closing Date as the Agent may, in its sole reasonable discretion, consent to in writing)) (each a “Government Receivables Deposit Account”) and (ii) take all actions necessary to provide that all Account Debtors in respect of all Private Accounts forward payment directly to an account of such Credit Party designated as a Private Deposit Account on Schedule 8.5.2. On or prior to the Closing Date (or such later date as the Agent may, in its sole reasonable discretion, consent to in writing), the Borrower Agent shall have established a concentration account in its name (the “Concentration Account”) with a bank reasonably acceptable to the Agent.

          (b) Except in connection with Excluded Deposit Accounts or as set forth on Schedule 8.5.2, on or prior to the Closing Date (or such later date not to exceed 180 days after the Closing Date as the Agent may, in its sole discretion, consent to in writing), (i) each Credit Party that owns or originates Government Accounts shall deliver to the Agent for each Government Receivables Deposit Account established or maintained by such Credit Party, a tri-party deposit account agreement between the Agent, the bank at which such Government Receivables Deposit Account (each a “Government Receivables Bank”) is maintained and such Credit Party, in form and substance reasonably satisfactory to the Agent (each a “Government Receivables Deposit Account Agreement”), (ii) each Credit Party that owns or originates Private Accounts shall deliver to the Agent for each Private Deposit Account (other than Excluded Deposit Accounts) established or maintained by such Credit Party, a tri-party blocked account control agreement or lockbox account agreement between the Agent, the bank at which each such Private Deposit Account is maintained and the relevant Credit Parties, in form and substance reasonably satisfactory to the Agent (each a “Private Deposit Account Agreement”) and (iii) the Borrower Agent shall deliver to the Agent for the Concentration Account, a tri-party blocked account control agreement or lockbox account agreement between the Agent, the bank at which the Concentration Account is maintained and the Borrower Agent, in form a substance reasonably satisfactory to the Agent (the “Concentration Account Agreement” and, together with any Government Receivables Deposit Account Agreement and any Private Deposit Account Agreement, each a “Blocked Account Agreement”). Each such Government Receivables Deposit Account Agreement and Private Deposit Account Agreement shall provide, among other things, that the bank at which any such Blocked Account is maintained, agrees to forward on a daily basis all available amounts in each such account to the Concentration Account (provided, that Government Receivables Deposit Account Agreements shall also provide that such direction to make daily transfers to the Concentration Account may be revoked by the applicable Credit Party. Any such revocation shall constitute an immediate Event of Default hereunder.). In addition, the Concentration Account Agreement shall provide, among other things, that during the continuation of a Dominion Trigger Period, the bank at which such Concentration Account is maintained shall, upon receipt of notice by the Agent (given in its discretion or at the direction of Required Lenders), make daily sweeps from the Concentration Account into the Agent’s account for application to the Obligations.

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          (c) On each Business Day, each Credit Party will cause (or ensure that) the entire available balance in each Government Receivables Deposit Account to be (or is) transferred by ACH or book entry transfer to the Concentration Account. No Credit Party will transfer any funds out of any Government Receivables Deposit Account or any other Blocked Account except to the Concentration Account. The balance from time to time standing to the credit of the Blocked Accounts shall be distributed as directed in accordance with the provisions of the Blocked Account Agreements. Other than during a Dominion Trigger Period, the balance from time to time standing to the credit of the Concentration Account shall be distributed as directed by the Borrower Agent.

          (d) So long as no Default or Event of Default has occurred and is continuing, the Credit Parties may amend Schedules 8.5.1 and 8.5.2 to add or replace a depository bank or any Blocked Account; provided that (i) the Agent shall have consented in writing in advance to the opening of such new or replacement Blocked Account with the relevant bank (which consent shall not be unreasonably withheld or delayed) and (ii) prior to the time of the opening of such account, the applicable Credit Party and such bank shall have executed and delivered to the Agent a Blocked Account Agreement in form and substance reasonably satisfactory to the Agent in its sole discretion. Each Credit Party shall cease using any Blocked Account to hold proceeds of Collateral promptly and in any event within 30 days (or such later date as the Agent may, in its sole reasonable discretion, consent to in writing) following notice from the Agent to the Borrower Agent that (A) the creditworthiness of the bank holding such Blocked Account is no longer acceptable in the Agent’s Credit Judgment, or (B) the operating performance, funds transfer or availability procedures or performance with respect to accounts or lockboxes of the bank holding such Blocked Account or Agent’s liability under any Blocked Account Agreement with such bank is no longer acceptable in the Agent’s Credit Judgment.

          (e) The Blocked Accounts shall be Collateral accounts, with all cash, checks and other similar items of payment in such accounts securing payment of the Loans and all other Obligations, and in which the applicable Credit Party shall have granted a Lien to the Agent, for the benefit of the Secured Parties, pursuant to this Agreement. Each Credit Party shall use commercially reasonable efforts to ensure that all cash, checks and other similar items of payment in the Blocked Accounts are solely in respect of Collateral.

          (f) All collections of Accounts and all proceeds of the sale or other disposition of any Collateral, other than collections and proceeds that are held in Excluded Deposit Accounts in accordance with the terms hereof, shall be deposited directly into a Private Deposit Account or the Concentration Account (or if collections or proceeds of Government Accounts, into a Government Receivables Deposit Account). In the event that, notwithstanding the provisions of this Section 8.5.2(f), any Credit Party receives or otherwise has dominion and control of any proceeds or collections of Accounts or proceeds of Collateral outside of the Blocked Accounts, such proceeds and collections shall be held in trust by such Credit Party for the Agent and shall, not later than five (5) Business Days after receipt thereof, be deposited into a Private Deposit Account or the Concentration Account (or if collections or proceeds of Government Accounts, into a Government Receivables Deposit Account) or dealt with in such other fashion as such Credit Party may be instructed by the Agent.

          (g) All amounts held in Excluded Facility Deposit Accounts shall be held in trust for the Agent. Whenever balances on deposit in an Excluded Facility Deposit Account exceed $20,000, all amounts then on deposit in such Excluded Facility Deposit Account shall within 5 days thereof be deposited into a Private Deposit Account or the Concentration Account (or if collections or proceeds of Government Accounts, into a Government Receivables Deposit Account) or dealt with in such other fashion as such Credit Party may be instructed by the Agent.

          8.5.3. Account Statements. During the continuance of a Dominion Trigger Period, each Credit Party shall provide the Agent with any information and account statements with respect to the Blocked Accounts as reasonably requested by Agent.

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          8.5.4. Sole Dominion of Agent. During a Dominion Trigger Period, the Concentration Account and each Private Deposit Account shall at all times be under the sole dominion and control of the Agent. Each Credit Party hereby acknowledges and agrees that during a Dominion Trigger Period, (i) such Credit Party has no right of withdrawal from the Concentration Account, (ii) the funds on deposit in the Concentration Account shall at all times be collateral security for all of the Obligations and (iii) the funds on deposit in the Concentration Account shall be transferred daily to the Agent’s account for application to the Obligations.

          8.5.5. Credit Card Charges.

          (a) Annexed hereto as Schedule 8.5.5 (such Schedule to be delivered to the Agent on or before the 60th calendar day after the Closing Date (or such later date as the Agent may, in its sole reasonable discretion, consent to in writing)) is a list as of the date such Schedule is delivered, of all arrangements to which any Credit Party is a party with respect to the payment to such Credit Party of the proceeds of all credit card charges for services by such Credit Party.

          (b) Each Credit Party shall ensure that its credit card clearinghouses and processors (including those listed on Schedule 8.5.5) are at all time instructed in writing to deposit all proceeds of credit card charges due to such Credit Party directly to a Private Deposit Account or the Concentration Account.

          (c) Unless consented to in writing by the Agent, after the delivery of Schedule 8.5.5, the Credit Parties shall not enter into any agreements with credit card processors or clearinghouses other than those expressly contemplated herein unless contemporaneously therewith such credit card processors or clearinghouses are instructed in writing to deposit all proceeds of credit card charges due to such Credit Party directly to a Private Deposit Account or the Concentration Account.

     8.6. General Provisions.

          8.6.1. Location of Collateral. All tangible items of Collateral, other than Inventory in transit, shall at all times be kept by Credit Parties at the business locations set forth in Schedule 8.6.1, except that Credit Parties may (a) make sales or other dispositions of Collateral in accordance with Section 10.2.6; (b) move Collateral among Credit Parties in the Ordinary Course of Business; and (c) move Collateral to another owned or leased location in the United States, upon two (2) days prior written notice to Agent.

          8.6.2. Insurance of Collateral; Condemnation Proceeds. Each Credit Party shall maintain insurance or self-insurance with respect to its Property, covering casualty, hazard, theft, malicious mischief, flood, and other risks, in amounts, with endorsements and with insurers (with a Best Rating of at least A7, unless otherwise approved by Agent) satisfactory to Agent. All proceeds under each policy covering Inventory shall be payable to Agent. From time to time upon request, Credit Parties shall deliver to Agent the originals or certified copies of its insurance policies. Unless Agent shall agree otherwise, each policy covering Inventory shall include satisfactory endorsements (a) showing Agent as lenders’ loss payee; (b) requiring 30 days or such shorter period as Agent may allow prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (c) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Credit Party or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Credit Party fails to provide and pay for any insurance required hereunder, Agent may, at its option, but shall not be required to, procure the insurance and charge Credit Parties therefor. Each Credit Party agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companies relating to Inventory. While no Event of Default exists, Credit Parties may settle, adjust or compromise any insurance or condemnation claim, and retain the proceeds thereof unless a Dominion Trigger Period is then in effect. If an Event of Default exists, only Agent shall be authorized to

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settle, adjust and compromise such claims relating to Inventory and proceeds thereof shall be applied to the Obligations if a Dominion Trigger Period is then in effect.

          8.6.3. Protection of Collateral. All expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping any Collateral, all Taxes payable with respect to any Collateral (including any sale thereof), and all other payments required to be made by Agent to any Person to realize upon any Collateral, shall be borne and paid by Borrowers. Agent shall not be liable or responsible in any way for the safekeeping of any Collateral, for any loss or damage thereto (except for reasonable care in its custody while Collateral is in Agent’s actual possession), for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency or other Person whatsoever, but the same shall be at Borrowers’ sole risk.

          8.6.4. Defense of Title to Collateral. Each Credit Party shall at all times use commercially reasonable efforts to defend its title to Collateral and Agent’s Liens therein against all Persons, claims and demands whatsoever, except Permitted Liens.

     8.7. Power of Attorney. Each Credit Party hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) as such Credit Party’s true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. Agent, or Agent’s designee, may, without notice and in either its or a Credit Party’s name, but at the cost and expense of Credit Parties:

          (a) Endorse a Credit Party’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s possession or control; and

          (b) During an Event of Default, (i) notify any Account Debtors (other than Account Debtors in respect of Government Accounts unless pursuant to court order) of the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or Securities Accounts, and take control, in any manner, of proceeds of Collateral; (v) prepare, file and sign a Credit Party’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to a Credit Party, and notify postal authorities to deliver any such mail to an address designated by Agent; (vii) endorse any Chattel Paper, Document, Instrument, bill of lading, or other document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use a Credit Party’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use information contained in any data processing, electronic or information systems relating to Collateral; (x) make and adjust claims under insurance policies; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument relating to Collateral for which a Credit Party is a beneficiary; and (xii) take all other actions as Agent deems appropriate to fulfill any Credit Party’s obligations under the Loan Documents.

SECTION 9. REPRESENTATIONS AND WARRANTIES

     9.1. General Representations and Warranties. To induce Agent and Lenders to enter into this Agreement and to make available the Commitments, Loans and Letters of Credit, each Credit Party represents and warrants that:

          9.1.1. Organization and Qualification. Each Credit Party and Subsidiary is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. Each Credit Party and Subsidiary is duly qualified, authorized to do business and in good standing as a

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foreign corporation in each jurisdiction where failure to be so qualified could reasonably be expected to have a Material Adverse Effect.

          9.1.2. Power and Authority. Each Credit Party is duly authorized to execute, deliver and perform its Loan Documents. The execution, delivery and performance of the Loan Documents have been duly authorized by all necessary action, and do not (a) require any consent or approval of any holders of Equity Interests of any Credit Party, other than those already obtained; (b) contravene the Organic Documents of any Credit Party; (c) violate or cause a default under any Applicable Law or Material Contract; or (d) result in or require the imposition of any Lien (other than Permitted Liens) on any Property of any Credit Party.

          9.1.3. Enforceability. Each Loan Document is a legal, valid and binding obligation of each Credit Party party thereto, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally.

          9.1.4. Capital Structure. Schedule 9.1.4 shows as of the closing date, for each Credit Party and Subsidiary, its name, its jurisdiction of organization, its authorized and issued Equity Interests, the holders of its Equity Interests, and all agreements binding on such holders with respect to their Equity Interests (excluding Organic Documents). Except as disclosed on Schedule 9.1.4, in the five years preceding the Closing Date, no Credit Party or Subsidiary has acquired any substantial assets from any other Person nor been the surviving entity in a merger or combination. Each Credit Party has good title to its Equity Interests in its Subsidiaries, and all such Equity Interests are duly issued, fully paid and non-assessable. There are no outstanding purchase options, warrants, subscription rights, agreements to issue or sell, convertible interests, phantom rights or powers of attorney relating to Equity Interests of any Credit Party or Subsidiary other than as provided in each Credit Party or Subsidiary’s Organic documents or the documents listed on Schedule 9.1.4 or in connection with transactions permitted hereunder and consummated after the date hereof.

          9.1.5. Title to Properties; Priority of Liens. Except as could not reasonably be expected to have a Material Adverse Effect, each Credit Party and Subsidiary has good and marketable title to (or valid leasehold interests in) all of its Real Estate, and good title to all of its personal Property, including all Property reflected in any financial statements delivered to Agent or Lenders, in each case free of Liens except Permitted Liens. Each Credit Party and Subsidiary has paid and discharged all lawful claims that, if unpaid, could become a Lien on its Properties, other than Permitted Liens. All Liens of Agent in the Collateral are duly perfected, first priority Liens, subject only to Permitted Liens.

          9.1.6. Accounts. Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Credit Parties with respect thereto. Credit Parties warrant, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, that:

          (a) it is genuine and in all respects what it purports to be, and is not evidenced by a judgment;

          (b) it arises out of a completed, bona fide sale and delivery of goods or rendition of services in the Ordinary Course of Business, and substantially in accordance with any order, contract or other document relating thereto;

          (c) it is for a sum certain, maturing as stated in the invoice covering such sale or rendition of services, a copy of which is available to Agent on request;

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          (d) it is not subject to any offset, Lien (other than Agent’s Lien and Liens permitted by Section 10.2.2(c), (d), (e), (k) and (s), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; and it is absolutely owing by the Account Debtor (or Third Party Payor, as applicable), without contingency in any respect;

          (e) no purchase order, agreement, document or Applicable Law restricts assignment of the Account (or, as to Government Accounts, the granting of security interests in such Accounts) to Agent (regardless of whether, under the UCC, the restriction is ineffective), and the applicable Credit Party is the sole payee or remittance party shown on the invoice;

          (f) no extension, compromise, settlement, modification, credit or deduction has been authorized with respect to the Account, except discounts or allowances granted in the Ordinary Course of Business for prompt payment that are reflected on the face of the invoice related thereto and in the reports submitted to Agent hereunder; and

          (g) to the Credit Parties’ knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility of such Account; (ii) the Account Debtor (other than as to a self-pay Account) had the capacity to contract when the Account arose, continues to meet the applicable Credit Party’s customary credit standards, is Solvent, is not contemplating or subject to an Insolvency Proceeding, and has not failed, or suspended or ceased doing business; and (iii) there are no proceedings or actions threatened or pending against any Account Debtor that could reasonably be expected to have a material adverse effect on the Account Debtor’s financial condition.

          9.1.7. Financial Statements. The consolidated balance sheets, and related statements of income, cash flow and shareholder’s equity, of the Parent and Subsidiaries that have been and are hereafter delivered to Agent and Lenders, are prepared in accordance with GAAP, and fairly present the financial positions and results of operations of Credit Parties and Subsidiaries at the dates and for the periods indicated. All projections delivered from time to time to Agent and Lenders have been prepared in good faith, based on reasonable assumptions in light of the circumstances at such time. Since December 31, 2009, there has been no change in the condition, financial or otherwise, of any Credit Party or Subsidiary that could reasonably be expected to have a Material Adverse Effect. No financial statement delivered to Agent or Lenders at any time contains any untrue statement of a material fact, nor fails to disclose any material fact necessary to make such statement not materially misleading. The Credit Parties, taken as a whole, are Solvent.

          9.1.8. Surety Obligations. No Credit Party or Subsidiary is obligated as surety or indemnitor under any bond or other contract that assures payment or performance of any obligation of any Person, except as permitted hereunder.

          9.1.9. Taxes. Each Credit Party and Subsidiary has filed all federal, state and material local tax returns and other material reports that it is required by law to file, and has paid, or made provision for the payment of, material Taxes upon it, its income and its Properties that are due and payable, except (a) to the extent being Properly Contested and (b) not yet delinquent. The provision for Taxes on the books of each Credit Party and Subsidiary is adequate for all years not closed by applicable statutes, and for its current Fiscal Year.

          9.1.10. Brokers. There are no brokerage commissions, finder’s fees or investment except in connection with Note offering or as otherwise notified to agent in writing banking fees payable in connection with any transactions contemplated by the Loan Documents.

          9.1.11. Intellectual Property. Each Credit Party and Subsidiary owns or has the lawful right to use all Intellectual Property necessary for the conduct of its business, without conflict with any rights of others. There is no pending or, to any Credit Party’s knowledge, threatened Intellectual Property

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Claim with respect to any Credit Party, any Subsidiary or any of their Property (including any Intellectual Property). Except as disclosed on Schedule 9.1.11, or as disclosed in writing to the Agent from time to time by the Borrower Agent, no Credit Party or Subsidiary pays or owes any material Royalty or other material compensation to any Person with respect to any Intellectual Property that relates to the Collateral. All material Intellectual Property owned, used or licensed by, or otherwise subject to any interests of, any Credit Party as of the Closing Date is shown on Schedule 9.1.11.

          9.1.12. Governmental Approvals. Except as could not reasonably be expected to have a Material Adverse Effect, each Credit Party and Subsidiary has, is in compliance with, and is in good standing with respect to, all Governmental Approvals necessary to conduct its business and to own, lease and operate its Properties.

          9.1.13. Compliance with Laws. Each Credit Party and Subsidiary has duly complied, and its Properties and business operations are in compliance, in all respects, with all Applicable Law, except where noncompliance could not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, there have been no citations, notices or orders of noncompliance issued to any Credit Party or Subsidiary under any Applicable Law. To the knowledge of a Senior Officer, no Inventory has been produced in violation of the FLSA.

          9.1.14. Compliance with Environmental Laws. Except as disclosed on Schedule 9.1.14, no Credit Party’s or Subsidiary’s past or present operations, Real Estate or other Properties are subject to any federal, state or local investigation to determine whether any remedial action is needed to address any environmental pollution, hazardous material or environmental clean-up except as could not reasonably be expected to have a Material Adverse Effect. No Credit Party or Subsidiary has received any Environmental Notice except as could not reasonably be expected to have a Material Adverse Effect. No Credit Party or Subsidiary has any contingent liability with respect to any Environmental Release, environmental pollution or hazardous material on any Real Estate now or previously owned, leased or operated by it except as could not reasonably be expected to have a Material Adverse Effect.

          9.1.15. Burdensome Contracts. No Credit Party or Subsidiary is a party or subject to any contract, agreement or charter restriction that could reasonably be expected to have a Material Adverse Effect. No Credit Party or Subsidiary is party or subject to any Restrictive Agreement other than its Organic Documents, except as shown on Schedule 9.1.15. No such Restrictive Agreement prohibits the execution, delivery or performance of any Loan Document by a Credit Party.

          9.1.16. Litigation. Except as shown on Schedule 9.1.16, there are no proceedings pending before any Governmental Authority or, to any Credit Party’s knowledge, threatened proceedings or investigations against any Credit Party or Subsidiary, or any of their businesses, operations, Properties, prospects or conditions, that (a) would be reasonably likely to adversely affect in any material respect the ability of the Credit Parties to consummate the transactions or perform its obligations under any Loan Documents or transactions contemplated thereby; or (b) could reasonably be expected to have a Material Adverse Effect. No Credit Party or Subsidiary is in default with respect to any material order, injunction or judgment of any Governmental Authority.

          9.1.17. No Defaults. No event or circumstance exists that constitutes a Default or Event of Default. No Credit Party or Subsidiary is in default, and no event or circumstance exists that with the passage of time or giving of notice would constitute a default, under any Material Contract. There is no basis upon which any party (other than a Credit Party or Subsidiary) could terminate for cause a Material Contract prior to its scheduled termination date.

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          9.1.18. ERISA. Except as disclosed on Schedule 9.1.18:

          (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code, and other federal and state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Code has received a favorable determination letter from the IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Code and the trust related thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter is currently being processed by the IRS. To the knowledge of Credit Parties, nothing has occurred that would or could reasonably be expected to prevent or cause the loss of such tax-qualified status.

          (b) There are no pending or, to the knowledge of Credit Parties, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted in or could reasonably be expected to have a Material Adverse Effect.

          (c) (i) No ERISA Event has occurred, and no Credit Party or any ERISA Affiliate is aware of any fact, event or circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan; (ii) each Credit Party and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained; (iii) as of the most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is 60% or higher and no Credit Party or any ERISA Affiliate knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage for any such plan to drop below 60% as of the most recent valuation date; (iv) no Credit Party or any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid; (v) no Credit Party or any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA; and (vi) no Pension Plan has been terminated by the plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan.

          (d) With respect to any Foreign Plan, (i) all employer and employee contributions required by law or by the terms of the Foreign Plan have been made, or, if applicable, accrued, in accordance with normal accounting practices; (ii) the fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance, or the book reserve established for any Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such Foreign Plan according to the actuarial assumptions and valuations most recently used to account for such obligations in accordance with applicable generally accepted accounting principles; and (iii) it has been registered as required and has been maintained in good standing with applicable regulatory authorities.

          (e) No Credit Party or any ERISA Affiliate maintains or contributes to, or has any unsatisfied obligation to contribute to, or liability under, any active or terminated Pension Plan other than (A) on the Closing Date, those listed on Schedule 9.1.18 hereto and (B) thereafter, Pension Plans not otherwise prohibited by this Agreement.

          9.1.19. Trade Relations. There exists no actual or threatened termination, limitation or modification of any business relationship between any Credit Party or Subsidiary and any Account Debtor or supplier, or any group of Account Debtors or suppliers, who individually or in the aggregate are material to the business of the Credit Parties taken as a whole. There exists no condition or circumstance

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that could reasonably be expected to impair the ability of the Credit Parties taken as a whole to conduct their business at any time hereafter in substantially the same manner as conducted on the Closing Date.

          9.1.20. Labor Relations. At the Closing Date, except as described on Schedule 9.1.20, no Credit Party or Subsidiary is party to or bound by any collective bargaining agreement or other labor agreement. To any Credit Party’s knowledge, there are no material grievances, disputes or controversies with any union or other organization of any Credit Party’s or Subsidiary’s employees, or any asserted or threatened strikes, work stoppages or demands for collective bargaining except as could not reasonably be expected to have a Material Adverse Effect.

          9.1.21. Payable Practices. No Credit Party or Subsidiary has made any material change in its historical accounts payable practices from those in effect on the Closing Date except as disclosed to Agent in writing.

          9.1.22. Not a Regulated Entity. No Credit Party is (a) an “investment company” or a “person directly or indirectly controlled by or acting on behalf of an investment company” within the meaning of the Investment Company Act of 1940; or (b) subject to regulation under the Federal Power Act, the Interstate Commerce Act, any public utilities code or any other Applicable Law regarding its authority to incur Debt.

          9.1.23. Margin Stock. No Credit Party or Subsidiary is engaged, principally or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any Margin Stock. No Loan proceeds or Letters of Credit will be used by Credit Parties to purchase or carry, or to reduce or refinance any Debt incurred to purchase or carry, any Margin Stock or for any related purpose governed by Regulations T, U or X of the Board of Governors.

     9.2. Complete Disclosure. No Loan Document, nor any financial statement or report delivered hereunder, as of the date delivered or deemed delivered, contains any untrue statement of a material fact, nor fails to disclose any material fact necessary to make the statements contained therein not materially misleading. There is no fact or circumstance that any Credit Party has failed to disclose to Agent in writing that could reasonably be expected to have a Material Adverse Effect.

     9.3. Healthcare Related Representations and Warranties.

          9.3.1. Compliance with Laws and Other Agreements. No Credit Party nor any Subsidiary is currently nor has been at any time prior to the Closing Date:

          (a) been convicted of an offense or committed an act or omission which could reasonably form a basis under 42 U.S.C. § 1320a-7 or 42 U.S.C. §1395nn and any statutes succeeding thereto and any regulations promulgated thereunder for the Secretary of HHS to exclude any Credit Party or any Subsidiary from participation in a Federal health care program; or

          (b) in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any Medicaid Provider Agreement, Medicare Provider Agreement or other agreement or instrument to which any Credit Party or any Subsidiary is a party, which default has resulted in, or if not remedied within any applicable grace period could could reasonably be expected to result in, the revocation, termination, cancellation or suspension of Medicaid Certification or Medicare Certification of any Credit Party or any Subsidiary.

          9.3.2. Contract Providers. To knowledge of the Credit Parties, no Contract Provider

     (a) is a party to any judgment, order, decree, agreement or instrument, or subject to restrictions, which could individually or in the aggregate could reasonably be expected to have a Material Adverse Effect;

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     (b) is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any Medicaid Provider Agreement, Medicare Provider Agreement or other agreement or instrument to which such Person is a party, which default has resulted in, or if not remedied within any applicable grace period could result in, the revocation, termination, cancellation or suspension of the Medicaid Certification or the Medicare Certification of such Person in each case to the extent as could reasonably be expected to have a Material Adverse Effect; or

     (c) has been convicted of an offense or has committed an act or omission which could reasonably form a basis under 42 U.S.C. § 1320a-7 or 42 U.S.C. §1395nn and any statutes succeeding thereto and regulations promulgated thereunder for the Secretary of HHS to exclude the Contract Provider from participation in a Federal health care program in each case to the extent as could be reasonably expected to have a Material Adverse Effect.

          9.3.3. Healthcare Related Litigation. There is no action, suit, investigation or proceeding at law or in equity or by or before any Governmental Authority or agency or arbitral body pending, or, to the knowledge of the Credit Parties, threatened by or against any Credit Party or any Subsidiary or, to the knowledge of any Credit Party, any Contract Provider, or affecting any Credit Party or any Subsidiary or, to the knowledge of any Credit Party, any Contract Provider or any properties or rights of any Credit Party or any Subsidiary or, to the knowledge of any Credit Party, any Contract Provider, which could reasonably be expected (i) to result in the revocation, termination, cancellation or suspension of Medicaid Certification or Medicare Certification of such Person or (ii) to result in the exclusion of such Person from participation in a Federal health care program, in each case above with respect to any Contract Provider only, to the extent as could reasonably be expected to have a Material Adverse Effect.

          9.3.4. RICO. No Credit Party nor any Subsidiary is engaged in or has engaged in any course of conduct that could subject any of their respective properties to any Lien, seizure or other forfeiture under any racketeer influenced and corrupt organizations law, whether civil or criminal, or other similar laws.

          9.3.5. Reimbursement from Third Party Payors. The Accounts of the Credit Parties and, to the knowledge of the Credit Parties, each Contract Provider have been and will continue to be adjusted to reflect reimbursement policies of Third Party Payors such as Medicare, Medicaid, Blue Cross/Blue Shield, private insurance companies, health maintenance organizations, preferred provider organizations, alternative delivery systems, managed care systems, government contracting agencies and other Third Party Payors, in each case with respect to any Contract Provider, as could not reasonably be expected to have a Material Adverse Effect. In particular, Accounts relating to such Third Party Payors do not and shall not exceed amounts any Credit Party is entitled to receive under any capitation arrangement, fee schedule, discount formula, cost-based reimbursement or other adjustment or limitation to its usual charges, except for overpayments, returns or adjustments in the Ordinary Course of Business.

          9.3.6. Fraud and Abuse. No Credit Party nor any Subsidiary nor, to the knowledge of any Credit Party’s officers, any of its stockholders, officers or directors, or any Contract Provider, have engaged in any activities which are prohibited under federal Medicare and Medicaid statutes, 42 U.S.C. §1320a-7b, or 42 U.S.C. §1395nn or the regulations promulgated pursuant to such statutes or related state or local statutes or regulations, or which are prohibited by binding rules of professional conduct, or which are prohibited under any statute which constitutes a Federal health care offense, or the regulations promulgated pursuant to such statutes, including but not limited to the following: (i) knowingly and willfully making or causing to be made a false statement or representation of a material fact in any applications for any benefit or payment; (ii) knowingly and willfully making or causing to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment; (iii) failing to disclose knowledge by a claimant of the occurrence of any event affecting the initial or

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continued right to any benefit or payment on its own behalf or on behalf of another, with intent to secure such benefit or payment fraudulently; (iv) knowingly and willfully soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind or offering to pay such remuneration (x) in return for referring an individual to a Person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part by a Federal health care program or other applicable Third Party Payors, or (y) in return for purchasing, leasing or ordering or arranging for or recommending the purchasing, leasing or ordering of any good, facility, service, or item for which payment may be made in whole or in part by a Federal health care program or other applicable Third Party Payors; (v) knowingly or willfully offering or paying any remuneration (including any kickback, bribe, or rebate) directly or indirectly, overtly or covertly, in cash or in kind to any Person to induce such Person (x) to refer an individual to a person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part under a Federal health care program, or (y) to purchase, lease, order, or arrange for or recommend purchasing, leasing, or ordering any good, facility, service, or item for which payment may be made in whole or in party under a Federal health care program, in each case with respect to any Contract Provider, as could not reasonably be expected to have a Material Adverse Effect.

          9.3.7. Licensing and Accreditation. Each Credit Party and its Subsidiaries and, to the knowledge of each Credit Party’s officers, each Contract Provider, has, to the extent applicable: (i) obtained (or been duly assigned) and maintains all required certificates of need or determinations of need as required by the relevant state Governmental Authority for the acquisition, construction, expansion of, investment in or operation of its businesses as currently operated; (ii) obtained and maintains in good standing all required licenses; (iii) to the extent prudent and customary in the industry in which it is engaged, obtained and maintains accreditation from all generally recognized accrediting agencies; (iv) obtained and maintains Medicaid Certification and Medicare Certification; and (v) entered into and maintains in good standing its Medicare Provider Agreement and its Medicaid Provider Agreement.

          9.3.8. Miscellaneous. No Credit Party nor any of its directors, officers or management employees is: (i) a party to a corporate integrity agreement with the Office of Inspector General of HHS; (ii) subject to reporting obligations pursuant to any settlement agreement entered into with any governmental entity; (iii) as of the Closing Date, the subject of any government payor program investigation conducted by any federal or state enforcement agency; (iv) a defendant in any qui tam/False Claims Act litigation, except as could not reasonably be expected to result in a Material Adverse Effect; (v) served with or received any search warrant in any qui tam/False Claims Act litigation except as could not reasonably be expected to result in a Material Adverse Effect; (vi) served with or received any search warrant, subpoena, civil investigative demand, contact letter, or telephone or personal contact by or from any federal or state enforcement agency relating to any investigation, except as could not reasonably be expected to result in a Material Adverse Effect; (vii) subject to any complaints from employees, independent contractors, vendors, physicians, or any other person that would indicate that the Credit Parties have violated any material law or regulation, except as could not reasonably be expected to result in a Material Adverse Effect; (viii) in material violation of HIPAA, or (ix) in violation of 42 U.S.C. §1320a-7(b) or 42 U.S.C. §1395nn, except as could not reasonably be expected to have a Material Adverse Effect. For purposes of this Agreement, the term “compliance program” refers to provider programs of the type described in the compliance guidance published by the Office of Inspector General of HHS.

SECTION 10. COVENANTS AND CONTINUING AGREEMENTS

     10.1. Affirmative Covenants. Until Full Payment of all Obligations, each Credit Party shall, and shall cause each Subsidiary to:

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          10.1.1. Inspections.

          (a) Permit Agent from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to conduct Field Exams (with a frequency subject to the limitations set forth in clause (b) below) and to have discussions with its officers, employees, agents, advisors and independent accountants regarding a Credit Party’s business, financial condition, assets, prospects and results of operations; provided that representatives of the Borrower Agent shall be given the opportunity to participate in any discussions with the independent accountants. Lenders may participate in any such Field Exams at their own expense. Neither Agent nor any Lender shall have any duty to any Credit Party to make any Field Exam, nor to share any results of any Field Exam with any Credit Party. Credit Parties acknowledge that all Field Exams, appraisals and reports are prepared by Agent and Lenders for their purposes, and Credit Parties shall not be entitled to rely upon them.

          (b) Reimburse Agent for all reasonable and documented out-of-pocket charges, costs and expenses of Agent in connection with Field Exams, provided that the Credit Parties shall only be obligated to reimburse Agent for such charges, costs and expenses for (i) one field examination in any calendar year during which no Reporting Trigger Period has occurred and (A) no Loans have been outstanding for more than 30 days during such calendar year, (B) on any day during such calendar year, no Loans have been outstanding in an amount greater than 15% of the Borrowing Base on such day; and (C) on any day during such calendar year, no Loans and Letters of Credit have been outstanding in an aggregate amount greater than 25% of the Borrowing Base on such day; (ii) two field exams in any calendar year in which no Reporting Trigger Period has occurred during such year but (A) Loans have been outstanding on more than 30 days during such calendar year, (B) on any day during such calendar year, Loans have been outstanding in an amount greater than 15% of the Borrowing Base on such day; or (C) on any day during such calendar year, Loans and Letters of Credit have been outstanding in an aggregate amount greater than 25% of the Borrowing Base on such day; and (iii) three field exams in any calendar year if a Reporting Trigger Period has occurred during such year; provided, however, that (y) if a Field Exam is initiated during a Default or Event of Default, all charges, costs and expenses therefor shall be reimbursed by Credit Parties without regard to such limits and such Field Exam shall not count towards such limits and (z) the Agent may undertake one additional Field Exam during each calendar year at the Lenders’ expense.

          (c) Subject to the foregoing limitations as to frequency of Field Exams, Credit Parties specifically agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities. This Section shall not be construed to limit Agent’s right to use third parties to conduct Field Exams nor to conduct Field Exams or obtain appraisals at its own cost or expense.

          (d) During the course of the Field Exams and other visits, inspections, examinations and discussions, representatives of the Agent and the Lenders may encounter individually identifiable healthcare information as defined under the Administrative Simplification (including privacy and security) regulations promulgated pursuant to HIPAA, or other confidential information relating to healthcare patients (collectively, the “Confidential Healthcare Information”). The Borrower Agent or the Credit Parties maintaining such Confidential Healthcare Information shall, consistent with HIPAA’s “minimum necessary” provisions, permit such disclosure for their “healthcare operations” purposes. Unless otherwise required by law, the Agents, the Lenders and their respective representatives shall not require or perform any act that would cause the Credit Parties or any of their Subsidiaries to violate any laws, regulations or ordinances intended to protect the privacy rights of healthcare patients, including, without limitation, HIPAA. The Agent and each of the Lenders agree to comply with the requirements of the Business Associate Addendum set forth in Exhibit E.

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          10.1.2. Financial and Other Information. Keep adequate records and books of account with respect to its business activities, in which proper entries are made in accordance with GAAP reflecting all financial transactions; and furnish to Agent and Lenders:

          (a) as soon as available, and in any event within 120 days after the close of each Fiscal Year, balance sheets as of the end of such Fiscal Year and the related statements of income, cash flow and shareholders’ equity for such Fiscal Year, on a consolidated basis for Parent and Subsidiaries, which consolidated statements shall be audited and certified (without qualification) by a firm of independent certified public accountants of recognized standing selected by Parent and acceptable to Agent in its reasonable discretion, and shall set forth in comparative form corresponding figures for the preceding Fiscal Year and other information acceptable to Agent;

          (b) as soon as available, and in any event within 30 days after the end of each month (but within 45 days after the last month of a fiscal quarter and 60 days after the last month in a Fiscal Year), unaudited balance sheets as of the end of such month and the related statements of income and cash flow for such month and for the portion of the Fiscal Year then elapsed, on a consolidated basis for Parent and Subsidiaries, setting forth in comparative form corresponding figures for the preceding Fiscal Year and certified by the chief financial officer of Borrower Agent as prepared in accordance with GAAP and fairly presenting the financial position and results of operations for such month and period, subject to normal year end adjustments and the absence of footnotes;

          (c) a Compliance Certificate executed by the chief financial officer of Borrower Agent which certifies compliance with Section 10.3 and provides a reasonably detailed calculation of the Fixed Charge Coverage Ratio delivered (i)(A)concurrently with delivery of financial statements under clause (a) above and (B) in each case when such month is the last month of a Fiscal Quarter, concurrently with the delivery of financial statements under clause (b) above, in each case of clauses (A) and (B), whether or not a Fixed Charge Trigger Period then exists, (ii) on the first day of any Fixed Charge Trigger Period (certifying compliance as of the last day of the Measurement Period most recently ended prior to the start of such Fixed Charge Trigger Period and for which the Financial Statements and Compliance Certificate required by Section 10.1.2(b) and (c) shall have been delivered (or were required to have been delivered) to Agent) and as of the last day of such Measurement Period thereafter ending (with delivery of the financial statements required under clause (b) above for such Measurement Period, but in any case within 45 days of such last day) during any Fixed Charge Trigger Period and (iii) as requested by Agent while a Default or Event of Default exists;

          (d) concurrently with delivery of financial statements under clause (a) above, copies of all management letters and other material reports submitted to Credit Parties by their accountants in connection with such financial statements;

          (e) not later than 45 days after the beginning of each Fiscal Year, projections of Parent’s consolidated balance sheets, results of operations, cash flow and Availability for such Fiscal Year, quarter by quarter and for the next three Fiscal Years, year by year;

          (f) at Agent’s request, a trade payables aging, all in form satisfactory to Agent;

          (g) promptly after the sending or filing thereof, copies of any proxy statements, financial statements or reports that Parent has made generally available to its shareholders; copies of any regular, periodic and special reports or registration statements or prospectuses that Parent files with the Securities and Exchange Commission or any other Governmental Authority, or any securities exchange; and copies of any press releases or other statements made available by Parent or any Credit Party to the public concerning material changes to or developments in the business of the Parent or any other Credit Party;

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          (h) promptly after the sending or filing thereof, copies of any annual report to be filed in connection with each Plan or Foreign Plan; and

          (i) such other reports and information (financial or otherwise) as Agent may reasonably request from time to time in connection with any Collateral or any Credit Party’s financial condition or business.

Documents required to be delivered pursuant to Section 10.1.2(g) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower Agent posts such documents, or provides a link thereto on the Borrower Agent’s website on the Internet at www.capellahealth.com; or (ii) on which such documents are posted on the Borrower Agent’s behalf at www.sec.gov or otherwise on an Internet or intranet website, if any, in each case to which each Lender and the Agent have access (whether a commercial, third-party website or whether sponsored by the Agent); provided that, the Borrower Agent shall notify the Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Agent by electronic mail electronic versions of such documents. The Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Credit Parties with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

          10.1.3. Notices. Notify Agent and Lenders in writing, promptly after a Credit Party’s obtaining knowledge thereof, of any of the following that affects a Credit Party: (a) the assertion of any material claim by a Third Party Payor or the threat or commencement of any proceeding or investigation, whether or not covered by insurance, if an adverse determination could reasonably be expected have a Material Adverse Effect, including any litigation or other proceedings being threatened or instituted (i) against any Credit Party, any Subsidiary or any Contract Provider to suspend, revoke or terminate any Medicaid Provider Agreement, Medicaid Certification, Medicare Provider Agreement or Medicare Certification, which suspension, revocation or termination could reasonably be likely to have a Material Adverse Effect, or (ii) against any Credit Party, any Subsidiary or any Contract Provider, to suspend or exclude such Person from participation in a Federal health care program which suspension or exclusion could reasonably be likely to have a Material Adverse Effect; (b) any pending or threatened labor dispute, strike or walkout, or the expiration of any labor contract in each case to the extent it could reasonably be expected have a Material Adverse Effect; (c) any default under or termination of a Material Contract; (d) the existence of any Default or Event of Default; (e) any judgment in an amount exceeding $5,000,000; (f) the assertion of any Intellectual Property Claim, if an adverse resolution of such claim could have a Material Adverse Effect; (g) any violation or asserted violation of any Applicable Law (including ERISA, OSHA, FLSA, or any Environmental Laws), if an adverse resolution in each case to the extent it could have a Material Adverse Effect; (h) any Environmental Release by a Credit Party or on any Property owned, leased or occupied by a Credit Party; or receipt of any Environmental Notice; (i) the occurrence of any ERISA Event; (j) the discharge of or any withdrawal or resignation by Credit Parties’ independent accountants; or (k) any opening of a new hospital, medical or healthcare related facility, office or place of business where any material amount of Collateral will be held, at least 30 days prior or such shorter period as Agent may allow to such opening.

          10.1.4. [Reserved].

          10.1.5. Compliance with Laws. Comply with all Applicable Laws, including ERISA, Environmental Laws, FLSA, OSHA, Anti-Terrorism Laws, Titles XVIII and XIX of the Social Security Act, Medicare Regulations, Medicaid Regulations, and all laws, rules and regulations of Governmental Authorities pertaining to the licensing of professional and other health care providers, including applicable requirements of the Standards for Privacy of Individually Identifiable Health Information which were promulgated pursuant to HIPAA, and all laws regarding collection and payment of Taxes,

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and maintain all Governmental Approvals necessary to the ownership of its Properties or conduct of its business, unless failure to comply (other than failure to comply with Anti-Terrorism Laws) or maintain could not reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, if any Environmental Release occurs at or on any Properties of any Credit Party or Subsidiary, it shall act promptly and diligently to investigate and report to Agent and all appropriate Governmental Authorities the extent of, and to make appropriate remedial action to eliminate, such Environmental Release, whether or not directed to do so by any Governmental Authority.

          10.1.6. Taxes. Pay and discharge all material Taxes prior to the date on which they become delinquent or penalties attach, unless such Taxes are being Properly Contested.

          10.1.7. Insurance. In addition to the insurance required hereunder with respect to Collateral, maintain self-insurance or insurance with insurers (with a Best Rating of at least A7, unless otherwise approved by Agent) satisfactory to Agent, (a) with respect to the Properties and business of Credit Parties and Subsidiaries of such type (including, as applicable, malpractice and other personal injury, product liability, workers’ compensation, larceny, embezzlement or other criminal misappropriation insurance), in such amounts, and with such coverages and deductibles as are customary for companies similarly situated; and (b) business interruption insurance in an amount not less than $50,000,000, with deductibles satisfactory to Agent.

          10.1.8. Licenses. Keep each material License affecting any disposition of Inventory or any other material Property of Credit Parties and Subsidiaries in full force and effect; promptly notify Agent of any proposed modification to any such material License, or entry into any new material License, in each case at least 30 days prior to its effective date (or such shorter period as Agent may allow); pay all material Royalties when due; and notify Agent of any default or breach asserted by any Person to have occurred under any material License.

          10.1.9. Future Subsidiaries. Promptly notify Agent upon any Person becoming a Subsidiary (other than an Immaterial Subsidiary), comply with the requirements of Section 7.3.3 hereof and execute and deliver all documents and agreements reasonably requested by the Agent as are necessary to evidence and perfect the Agent’s Lien as required by this Agreement.

          10.1.10. Governmental Licenses. Obtain and maintain all licenses, permits, certifications and approvals of all applicable Governmental Authorities as are required for the conduct of its business as currently conducted and herein contemplated, including without limitation professional licenses, Medicaid Certifications and Medicare Certifications except as could not reasonably be expected to have a Material Adverse Effect.

     10.2. Negative Covenants. Until Full Payment of all Obligations, each Credit Party shall not, and shall cause each Subsidiary not to:

          10.2.1. Permitted Debt; Disqualified Equity Interests. Create, incur, guarantee or suffer to exist any Debt, or issue any Disqualified Equity Interest, except:

          (a) the Obligations;

          (b) Debt evidenced by the Senior Notes;

          (c) Permitted Purchase Money Debt;

          (d) Borrowed Money (other than the Obligations, Company Subordinated Debt and Permitted Purchase Money Debt), but only to the extent outstanding on the Closing Date, not satisfied with proceeds of the initial Loans and identified on Schedule 10.2.1;

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          (e) (i) Bank Product Debt and (ii) obligations under Hedging Agreements permitted under Section 10.2.15;

          (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by a Credit Party or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $5,000,000 in the aggregate at any time;

          (g) unsecured Debt in an amount not in excess of $15,000,000 at any time of any Credit Party or Subsidiary (other than any loans or advances that would be in violation of Section 402 of the Sarbanes-Oxley Act) owing to any then existing or former director, officer or employee of Credit Party or Subsidiary or their respective assigns, estates, heirs or their current or former spouses for the repurchase, redemption or other acquisition or retirement for value of any of the Equity Interests of Parent held by them;

          (h) unsecured Debt of any Credit Party or Subsidiary owing to any seller as payment of the purchase price of a Permitted Acquisition, provided that such unsecured Debt shall be on market terms and deeply subordinated to the Obligations hereunder on terms reasonably acceptable to the Agent;

          (i) contingent indemnification obligations of any Credit Party or Subsidiary to financial institutions, in each case to the extent in the ordinary course of business and on terms and conditions which are within the general parameters customary in the banking industry, entered into to obtain cash management services or deposit account overdraft protection services (in amount similar to those offered for comparable services in the financial industry) or other services in connection with the management or opening of deposit accounts or incurred as a result of endorsement of negotiable instruments for deposit or collection purposes and other customary, contingent loss indemnification obligations of any Credit Party or Subsidiary incurred in the ordinary course of business;

          (j) contingent liabilities of any Credit Party or Subsidiary in respect of any purchase price adjustment, earn-out provision, non-competition or consulting agreement or deferred compensation agreement, or other indemnity obligations, in each case owing to the seller or any Affiliate thereof or officers or directors of any of them in connection with any Permitted Acquisition;

          (k) accretion or amortization of original issue discount and accretion of interest paid in kind, in each case in respect of Debt otherwise permitted here under;

          (l) Permitted Contingent Obligations;

          (m) Debt of (i) any Credit Party owing to any Credit Party, (ii) any Credit Party owing to any Subsidiaries that are not Credit Parties, (iii) any Subsidiary that is not a Credit Party owing to a Subsidiary that is not a Credit Party; (iv) any Subsidiary that is not a Credit Party owing to a Credit Party to the extent constituting a Permitted Non-Credit Party Transaction, and (iv) any Credit Party to the Parent incurred in substitution of (and not in addition to) any Distribution that might otherwise be made to the Parent pursuant to clause (e) of the definition of Permitted Distribution;

          (n) Refinancing Debt;

          (o) Debt of the Credit Parties in an aggregate outstanding amount of up to $25,000,000 consisting of Debt (i) incurred in the Ordinary Course of Business in connection with the financing of insurance premiums; (ii) incurred for the construction or acquisition or improvement of, or to finance or to refinance, any Real Estate owned by any Credit Party and (iii) owing to any landlord in connection with the financing with such landlord of leasehold improvements;

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          (p) Debt in connection with one or more sale leaseback transactions, the fair market value of all properties covered by sale leaseback transactions not to exceed $25,000,000.

          (q) Debt in respect of performance bonds, bid bonds, customs and appeal bonds, performance and completion guarantees and similar obligations related thereto, in each case provided in the Ordinary Course of Business;

          (r) Guarantees by any Credit Party of (i) any Debt of any other Credit Party permitted hereunder and (ii) so long as no Default or Event of Default has occurred and is continuing or would arise therefrom, any Debt of Subsidiaries that are not Credit Parties to the extent constituting Permitted Non-Credit Party Transactions;

          (s) Debt of any Permitted Joint Venture Subsidiary owing to any Credit Party that is a Permitted Investment by such Credit Party;

          (t) recourse and indemnification obligations under an Approved Private Label Credit Card Program; and

          (u) Debt that is not included in any of the preceding clauses of this Section (including any Debt subordinated on terms reasonably acceptable to Agent) and does not exceed $50,000,000 in the aggregate at any time.

          10.2.2. Permitted Liens. Create or suffer to exist any Lien upon any of its Property, except the following (collectively, “Permitted Liens”):

          (a) Liens in favor of Agent securing the Obligations;

          (b) Purchase Money Liens securing Permitted Purchase Money Debt;

          (c) Liens for Taxes not yet due or being Properly Contested;

          (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of any Credit Party or Subsidiary;

          (e) Liens incurred or deposits made in the Ordinary Course of Business in connection with workers compensation, unemployment or other insurance obligations, or to secure the performance of tenders, bids, leases, contracts (except those relating to Borrowed Money), statutory obligations and other similar obligations, or arising as a result of progress payments under government contracts;

          (f) Liens of landlords, carriers, warehousemen, mechanics, repairmen, workmen and materialmen and other similar Liens arising in the Ordinary Course of Business for (i) amounts not yet overdue and (ii) amounts that are overdue and that are being Properly Contested;

          (g) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers;

          (h) Liens arising by virtue of a judgment or judicial order against any Credit Party or Subsidiary (including with respect to any appeal bonds), or any Property of a Credit Party or Subsidiary, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent’s Liens;

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          (i) easements, rights-of-way, restrictions (including municipal and zoning ordinances, building and other land use laws and regulations imposed by any governmental authority which are not violated in any material respect by existing improvements, structures, facilities or buildings or the present use of any real property), covenants or other agreements of record, conditions, licenses, encroachments, protrusions and other similar charges or encumbrances on Real Estate and other minor defects or irregularity in title, that do not secure any monetary obligation and do not materially interfere with the Ordinary Course of Business;

          (j) normal and customary Liens and rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection;

          (k) existing Liens shown on Schedule 10.2.2;

          (l) Liens on securities which are subject to repurchase agreements as contemplated in the definition of “Cash Equivalents”;

          (m) Liens on earnest money deposits of cash or cash equivalents made by or received by the Credit Parties in connection with any Permitted Acquisition or Permitted Asset Disposition;

          (n) Liens securing Permitted Refinancings of Debt, to the extent such Liens are permitted hereunder with respect to the Debt subject to such Permitted Refinancing;

          (o) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the Ordinary Course of Business;

          (p) any interest or title of a lessor, sublessor, licensor or licensee (and any underlying lessor, sublessor, licensor or licensee) under any lease, license or similar agreement entered into by any Credit Party in the Ordinary Course of Business, including any sale leaseback transaction permitted hereunder;

          (q) Liens on property of a Person existing at the time such Person becomes a Subsidiary or at the time is merged into or consolidated with any Borrower or any Subsidiary Guarantor in a Permitted Acquisition; provided such Liens were not created in contemplation of such merger, consolidation or investment and do not extend to (i) Accounts or Inventory or (ii) any other assets other than those of the Person merged into or consolidated with such Borrower or such Subsidiary Guarantor or acquired by such Borrower or such Subsidiary Guarantor and such Liens would be permitted Liens under the other provisions hereof;

          (r) Liens on property other than Accounts or Inventory of any Credit Party securing any of their Debt or their other liabilities provided that the aggregate amount of all such Debt and other liabilities not exceed $1,000,000 at any time;

          (s) Liens on assets of Permitted Joint Venture Subsidiaries in favor of Borrowers or Guarantors, which at all times are subject to the Company Subordination Agreement and liens on assets of a Borrower or Guarantor securing obligations owing by such Borrower or Guarantor to any other Borrower or Guarantor which are at all times subject to a deep subordination agreement acceptable to the Agent in its sole discretion;

          (t) rights of debit or withdrawal against the Recourse Account in favor of the card issuer under an Approved Private Label Credit Card Program; and

          (u) Liens on proceeds or refunds due under insurance policies in connection with the financing of premiums due thereunder.

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          10.2.3. [Reserved].

          10.2.4. Distributions; Upstream Payments. Declare or make any Distributions, except Permitted Distributions; or create or suffer to exist any encumbrance or restriction on the ability of a Subsidiary to make any Upstream Payment, except for restrictions under the Loan Documents and the Organic Documents, under Applicable Law or in effect on the Closing Date as shown on Schedule 9.1.15 or as permitted by Section 10.2.14.

          10.2.5. Restricted Investments. Make any Restricted Investment.

          10.2.6. Disposition of Assets. Make any Asset Disposition, except a Permitted Asset Disposition.

          10.2.7. Loans. Make any loans or other advances of money to any Person, except (a) advances to an officer or employee for salary, travel expenses, commissions and similar items in the Ordinary Course of Business; (b) prepaid expenses and extensions of trade credit made in the Ordinary Course of Business; (c) deposits with financial institutions permitted hereunder; (d) loans or advances to officers or employees of any Credit Party or any Subsidiary for the purchase of Equity Interests of the Parent as part of the overall employee compensation or incentive programs of such Credit Party or Subsidiary, as applicable, in an aggregate outstanding principal amount not to exceed $10,000,000 at any time; (e), intercompany loans by a Borrower to another Borrower or Credit Support Party; (f) intercompany loans by any Borrower to the Parent made in substitution of (and not in addition to) any Distribution that might otherwise be made to the Parent pursuant to clause (e) of the definition of Permitted Distribution; and (g) to the extent constituting loans (including loans to Permitted Minority Joint Ventures), the transactions permitted under the definition of Permitted Investments.

          10.2.8. Restrictions on Payment of Certain Debt. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any terms of, Company Subordinated Debt, the Senior Notes or any Borrowed Money owing to a Person who is not a Credit Party, other than:

          (a) regularly scheduled payments (including mandatory prepayments) of principal, interest and fees (with proceeds of Equity Interests or otherwise) not in violation of any of the terms of any intercreditor or subordination agreement applicable thereto to which the Agent is a party or of which it is an intended beneficiary, including the Company Subordination Agreement;

          (b) through the incurrence of Refinancing Debt;

          (c) other prepayments if, not less than ten (10) days prior thereto, the Borrower Agent has delivered a certificate demonstrating that (i) after giving effect thereto (A) the Pro Forma Fixed Charge Coverage Ratio shall not be less than 1.10 to 1.00 as of the most recently ended Measurement Period for which the Financial Statements and Compliance Certificate required by Section 10.1.2(b) and (c) shall have been delivered to Agent (or have been required to be delivered), and (ii) Pro Forma Availability shall exceed the greater of (A) $25,000,000 and (B) 30% of the aggregate Commitments at such time and for each day during the 30 day period prior to such prepayment; provided that no Default or Event of Default exists before or immediately after giving effect to such prepayment; and

          (d) payments or prepayments of Debt owing by any Credit Party to any Subsidiary that is not a Credit Party to the extent constituting Permitted Non-Credit Party Transactions, provided that no Default or Event of Default exists before or immediately after giving effect to such payment or prepayment.

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          10.2.9. Fundamental Changes. Merge, combine or consolidate with any Person, or liquidate, wind up its affairs or dissolve itself, in each case whether in a single transaction or in a series of related transactions, except for (a) in connection with a Permitted Acquisition, any Subsidiary may merge or amalgamate with or into, or consolidate with, any other Person or permit any other Person to merge with or into or consolidate with any Borrower or Guarantor; provided that in any merger, amalgamation or consolidation involving any Borrower or Guarantor, such Borrower or Guarantor is the surviving Person or the surviving person becomes a Borrower or Guarantor immediately upon consummation of such any merger, amalgamation or consolidation, (b) any Borrower may merge with another Borrower, (c) any Guarantor may merge with another Guarantor, (d) any Subsidiary that is not a Credit Party may merge with or into any other Subsidiary that is not a Credit Party; (e) with thirty (30) days (or such less amount as Agent may allow) notice (x) change its name or conduct business under any fictitious name; change its tax, charter or other organizational identification number; or (z) change its form or state of organization and (f) in connection with any Permitted Asset Disposition.

          10.2.10. Subsidiaries and Issuance of Equity Interests. Form or acquire any Subsidiary after the Closing Date, except in accordance with Sections 10.1.9 and 10.2.5, or issue, or permit any existing Subsidiary to issue, any additional Equity Interests except director’s qualifying shares, except as permitted under Section 10.2.6.

          10.2.11. Organic Documents. Amend, modify or otherwise change any of its Organic Documents as in effect on the Closing Date in a manner that could reasonably be expected to be adverse to the Lenders.

          10.2.12. Tax Consolidation. File or consent to the filing of any consolidated income tax return with any Person other than Credit Parties and Subsidiaries.

          10.2.13. Accounting Changes. Make any material change in accounting treatment or reporting practices, except as required by GAAP and in accordance with Section 1.2, or change its Fiscal Year.

          10.2.14. Restrictive Agreements. Become a party to any Restrictive Agreement, except a Restrictive Agreement (a) in effect on the Closing Date; (b) relating to secured Debt permitted hereunder, as long as the restrictions apply only to collateral for such Debt and such collateral does not constitute Collateral; (c) constituting customary restrictions on assignment in leases and other contracts; (d) governing Refinancing Debt; (e) embodied in the Organic Documents relating only to a Permitted Joint Venture Subsidiary and restricting only such Permitted Joint Venture Subsidiary (provided that such Restrictive Agreement may not restrict the right of such Permitted Joint Venture Subsidiary to incur or repay Borrowed Money owing to Borrowers or Guarantors or to modify, extend or renew any agreement evidencing such Borrowed Money, to grant Liens on any Collateral or to declare or make Distributions); (f) embodied in the Senior Notes; and (g) that do not affect the Collateral (or Agent’s Liens thereon), are immaterial to the performance by the Credit Parties of their Obligations under the Loan Documents and as could not reasonably be expected to have a Material Adverse Effect, in each case as are customary in the Ordinary Course of Business (i) in Hedging Agreements, (ii) in sale, sale leaseback, purchase or merger agreements pending a sale or merger; (iii) in any contract or contractual obligation (including leases and licenses) restricting assignment thereof; and (iv) imposed by customers or under contracts restricting cash or deposits or net worth.

          10.2.15. Hedging Agreements. Enter into any Hedging Agreement, except to hedge risks arising in the Ordinary Course of Business and not for speculative purposes.

          10.2.16. Conduct of Business. Engage in any business, other than any Permitted Business.

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          10.2.17. Affiliate Transactions. Enter into or be party to any transaction with an Affiliate, except (a) transactions contemplated by the Loan Documents; (b) expense reimbursement, payment of reasonable compensation and indemnification to officers and employees and consultants for services actually rendered, and loans and advances permitted by Section 10.2.7; (c) expense reimbursement, payment of customary directors’ fees and indemnities; (d) transactions solely among Credit Parties not expressly prohibited under this Agreement; (e) as permitted under Sections 10.2.1, 10.2.2, 10.2.4, 10.2.5, 10.2.6, 10.2.8, 10.2.9, 12.2.10, 10.2.12 and 10.2.20, provided that, if such transactions are with Subsidiaries that are not Credit Parties or with Permitted Minority Joint Ventures, such transactions shall be permitted only to the extent they constitute Permitted Non-Credit Party Transactions; (f) transactions with Affiliates that were consummated prior to the Closing Date, as shown on Schedule 10.2.17; (g) the Management Agreement and payments thereunder; and (h) transactions with Affiliates in the Ordinary Course of Business, upon fair and reasonable terms fully disclosed to Agent and no less favorable than would be obtained in a comparable arm’s-length transaction with a non-Affiliate.

          10.2.18. Plans. Become party to any Multiemployer Plan or Foreign Plan, other than any in existence on the Closing Date.

          10.2.19. Amendments to Senior Note Indenture. Amend, supplement or otherwise modify the Senior Note Indenture, if such modification (a) increases the principal balance of the Debt thereunder, or increases any required payment of principal or interest; (b) accelerates the date on which any installment of principal or any interest is due, or adds any additional redemption, put or prepayment provisions; (c) shortens the final maturity date or otherwise accelerates amortization; (d) increases the interest rate; (e) increases or adds any fees or charges; (f) modifies any covenant in a manner or adds any representation, covenant or default that is more onerous or restrictive in any material respect for any Credit Party or Subsidiary, or that is otherwise materially adverse to any Credit Party, any Subsidiary or Lenders; or (g) results in the Obligations not constituting a “Credit Facility” under the Senior Note Indenture.

          10.2.20. Amendments to Intercompany Debt Due from Joint Venture Subsidiaries and the Company. Amend, waive, supplement or otherwise modify the agreements relating to the Company Subordinated Debt or the Liens and security interests securing such Debt, or waive, release, forgive or convert to equity such Debt, or terminate, release, let expire, waive or modify the liens or collateral securing such Debt, except as permitted under the Company Subordination Agreement.

          10.2.21. Parent. Parent shall not incur any material obligation (other than under the Loan Documents to which it is a party and any permitted refinancing and corporate overhead) or hold or acquire any material assets (other than cash and cash equivalents, the Equity Interests of Borrower Agent) and shall have no operations other than holding cash and cash equivalents to the extent necessary for payment of customary administrative expense and customary overhead costs, and Equity Interests of its Subsidiaries and activities reasonably related thereto (including payment of such administrative expenses and overhead costs).

     10.3. Financial Covenants. Until Full Payment of all Obligations, Borrowers shall not permit the Fixed Charge Coverage Ratio to be less than 1.10 to 1.00 determined (i) on the date any Fixed Charge Trigger Period commences, as of the last day of the Measurement Period most recently ended (and for which the Financial Statements and Compliance Certificate required by Section 10.1.2(b) and (c) shall have been delivered (or were required to have been delivered) to Agent) and (ii) as of the last day of each Measurement Period thereafter ending during any Fixed Charge Trigger Period.

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SECTION 11. EVENTS OF DEFAULT; REMEDIES ON DEFAULT

     11.1. Events of Default. Each of the following shall be an “Event of Default” hereunder, if the same shall occur for any reason whatsoever, whether voluntary or involuntary, by operation of law or otherwise:

          (a) A Borrower fails to pay any Obligations when due (whether at stated maturity, on demand, upon acceleration or otherwise) and such failure (other than in the case of principal or reimbursement obligations for draws under Letters of Credit) shall continue unremedied for more than two (2) Business Days;

          (b) Any representation, warranty or other written statement of a Credit Party made in connection with any Loan Documents or transactions contemplated thereby is incorrect or misleading in any material respect when given;

          (c) A Credit Party breaches or fails to perform any covenant contained in (i) Section 7.3, 7.5, 8.5.2, 8.5.4, 8.5.5, 8.6.2, 10.2 or 10.3 or (ii) Section 8.1, 10.1.1, 10.1.2 and such failure under this clause (ii) shall continue unremedied for more than three (3) Business Days;

          (d) A Credit Party breaches or fails to perform any other covenant contained in any Loan Documents, and such breach or failure is not cured within 30 days after a Senior Officer of Borrower Agent has knowledge thereof or receives notice thereof from Agent, whichever is sooner; provided, however, that such notice and opportunity to cure shall not apply if the breach or failure to perform is a willful breach by a Credit Party;

          (e) A Guarantor repudiates, revokes or attempts to revoke its Guaranty; a Credit Party denies or contests the validity or enforceability of any Loan Documents or Obligations, or the enforceability, perfection or priority of any Lien granted to Agent; or any Loan Document ceases to be in full force or effect for any reason (other than a waiver or release by Agent and Lenders);

          (f) Any breach or default of a Credit Party occurs under any document, instrument or agreement to which it is a party or by which it or any of its Properties is bound, relating to the Senior Notes or any Debt (other than the Obligations) in excess of $7,500,000, if the maturity of or any payment with respect to such Debt may be accelerated or demanded due to such breach;

          (g) Any judgment or order for the payment of money is entered against a Credit Party in an amount that exceeds, individually or cumulatively with all unsatisfied judgments or orders against all Credit Parties, $7,500,000 (net of any insurance coverage therefor), unless a stay of enforcement of such judgment or order is in effect, by reason of a pending appeal or otherwise;

          (h) A Credit Party is enjoined, restrained or in any way prevented by any Governmental Authority from conducting any material part of its business; a Credit Party suffers the loss, revocation or termination of any material license, permit, lease or agreement necessary to its business; there is a cessation of any material part of a Credit Party’s business for a material period of time; any material Collateral or Property of a Credit Party is taken or impaired through condemnation; a Credit Party agrees to or commences any liquidation, dissolution or winding up of its affairs; or a Credit Party is not Solvent; except, in each case, to the extent such Credit Party is an Immaterial Credit Party;

          (i) An Insolvency Proceeding is commenced by a Credit Party; a Credit Party makes an offer of settlement, extension or composition to its unsecured creditors generally; a trustee is appointed to take possession of any substantial Property of or to operate any of the business of a Credit Party; or an Insolvency Proceeding is commenced against a Credit Party and: the Credit Party consents to institution

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of the proceeding, the petition commencing the proceeding is not timely contested by the Credit Party, the petition is not dismissed within 30 days after filing, or an order for relief is entered in the proceeding;

          (j) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan that has resulted or could reasonably be expected to result in liability of a Credit Party to a Pension Plan, Multiemployer Plan or PBGC, or that constitutes grounds for appointment of a trustee for or termination by the PBGC of any Pension Plan or Multiemployer Plan; a Credit Party or ERISA Affiliate fails to pay when due any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan; or any event similar to the foregoing occurs or exists with respect to a Foreign Plan;

          (k) A Credit Party or any of its Senior Officers is criminally indicted or convicted for (i) a felony committed in the conduct of the Credit Party’s business, or (ii) violating any state or federal law (including the Controlled Substances Act, Money Laundering Control Act of 1986 and Illegal Exportation of War Materials Act) that could reasonably be expected to lead to forfeiture of any material Property or any Collateral or the right to conduct a material part of its business;

          (l) (i) cancellation, revocation, suspension or termination of any Medicare Certification, Medicare Provider Agreement, Medicaid Certification or Medicaid Provider Agreement affecting the Credit Party, any Subsidiary or any Contract Provider, or (ii) the loss of any other permits, licenses, authorizations, certifications or approvals from any federal, state or local Governmental Authority or termination of any contract with any such authority, in either case which cancellation, revocation, suspension, termination or loss (X) in the case of any suspension or temporary loss only, continues for a period greater than 30 days and (Y) results in the suspension or termination of operations of the Credit Party or any Subsidiary or in the failure of the Credit Party or any Subsidiaries or any Contract Provider to be eligible to participate in Medicare or Medicaid programs or to accept assignments of rights to reimbursement under Medicaid Regulations or Medicare Regulations; provided that any such events described in this clause (l) shall result either singly or in the aggregate in the termination, cancellation, suspension or material impairment of operations or rights to reimbursement which produce 5% or more of the Credit Parties’ consolidated gross revenues (on an annualized basis); or

          (m) A Change of Control occurs.

     11.2. Remedies upon Default. If an Event of Default described in Section 11.1(i) occurs with respect to any Credit Party, then to the extent permitted by Applicable Law, all Obligations shall become automatically due and payable and all Commitments shall terminate, without any action by Agent or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time to time:

          (a) declare any Obligations immediately due and payable, whereupon they shall be due and payable without diligence, presentment, demand, protest or notice of any kind, all of which are hereby waived by Credit Parties to the fullest extent permitted by law;

          (b) terminate, reduce or condition any Commitment, or make any adjustment to the Borrowing Base;

          (c) require Credit Parties to Cash Collateralize LC Obligations, Bank Product Debt and other Obligations that are contingent or not yet due and payable, and, if Credit Parties fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolver Loans (whether or not the aggregate Revolver Loans exceed the Borrowing Base before or after any such advance of Cash Collateral as Revolver Loans or the conditions in Section 6 are satisfied);

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          (d) exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; (ii) require Credit Parties to assemble Collateral, at Credit Parties’ expense, and make it available to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by a Credit Party, Credit Parties agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Credit Party agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Credit Party’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may set off the amount of such price against the Obligations; and

          (e) obtain a court order from any court of competent jurisdiction ordering the assignment of Government Accounts directly to Agent, and in accordance with 42 C.F.R. §424.73(b)(2) and 42 C.F.R. §424.90, file a certified copy of the court order and of the executed assignment (if necessary) with the contractor responsible for processing the claim. Such assignment shall apply to all Government Accounts payable to any Credit Party at any time. In the event Agent chooses to exercise the remedy described in this Section 11.2(e), each Credit Party hereby expressly authorizes Agent to obtain a court order from any court of competent jurisdiction ordering the assignment of Government Accounts directly to Agent, and further expressly waives any right to contest or challenge the validity of such court order for any reason whatsoever. Each Credit Party agrees to execute any documents and provide any information necessary for Agent to obtain such court order and assignment of Government Accounts (if necessary).

     11.3. Setoff. (a) At any time during an Event of Default, Agent, Issuing Bank, Lenders, and any of their Affiliates are authorized, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by Agent, Issuing Bank, such Lender or such Affiliate to or for the credit or the account of a Credit Party against any Obligations, irrespective of whether or not Agent, Issuing Bank, such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or are owed to a branch or office of Agent, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtedness; provided that in the event any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to Agent for further application in accordance with the provisions of Section 4.2 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed to be held in trust for the benefit of Agent and the Lenders and (b) the Defaulting Lender shall provide promptly to Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of Agent, Issuing Bank, each Lender and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person may have.

          (b) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, EACH LENDER EXPRESSLY WAIVES ITS RIGHT OF SET-OFF (AND ANY SIMILAR RIGHT INCLUDING BANKERS’ LIENS) WITH RESPECT TO ANY ACCOUNTS, INCLUDING DEPOSIT ACCOUNTS, INTO WHICH MEDICARE, MEDICAID AND OTHER GOVERNMENT RECEIVABLES ARE DEPOSITED.

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     11.4. Remedies Cumulative; No Waiver.

          11.4.1. Cumulative Rights. All agreements, warranties, guaranties, indemnities and other undertakings of Credit Parties under the Loan Documents are cumulative and not in derogation of each other. The rights and remedies of Agent and Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and are not exclusive of any other rights or remedies available by agreement, by law, at equity or otherwise. All such rights and remedies shall continue in full force and effect until Full Payment of all Obligations.

          11.4.2. Waivers. No waiver or course of dealing shall be established by (a) the failure or delay of Agent or any Lender to require strict performance by Credit Parties with any terms of the Loan Documents, or to exercise any rights or remedies with respect to Collateral or otherwise; (b) the making of any Loan or issuance of any Letter of Credit during a Default, Event of Default or other failure to satisfy any conditions precedent; or (c) acceptance by Agent or any Lender of any payment or performance by a Credit Party under any Loan Documents in a manner other than that specified therein. It is expressly acknowledged by Credit Parties that any failure to satisfy a financial covenant on a measurement date shall not be cured or remedied by satisfaction of such covenant on a subsequent date.

SECTION 12. AGENT

     12.1. Appointment, Authority and Duties of Agent.

          12.1.1. Appointment and Authority. Each Lender appoints and designates Bank of America as Agent hereunder. Agent may, and each Lender authorizes Agent to, enter into all Loan Documents to which Agent is intended to be a party and accept all Security Documents, for Agent’s benefit and the benefit of Lenders. Each Lender agrees that any action taken by Agent or Required Lenders in accordance with the provisions of the Loan Documents, and the exercise by Agent or Required Lenders of any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized by and binding upon all Lenders. Without limiting the generality of the foregoing, Agent shall have the sole and exclusive authority to (a) act as the disbursing and collecting agent for Lenders with respect to all payments and collections arising in connection with the Loan Documents; (b) execute and deliver as Agent each Loan Document, including any intercreditor or subordination agreement, and accept delivery of each Loan Document from any Credit Party or other Person; (c) act as collateral agent for Secured Parties for purposes of perfecting and administering Liens under the Loan Documents, and for all other purposes stated therein; (d) manage, supervise or otherwise deal with Collateral; and (e) take any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral under the Loan Documents, Applicable Law or otherwise. The duties of Agent shall be ministerial and administrative in nature, and Agent shall not have a fiduciary relationship with any Lender, Secured Party, Participant or other Person, by reason of any Loan Document or any transaction relating thereto. Agent alone shall be authorized to determine whether any Accounts constitute Eligible Accounts or whether to impose or release any reserve, and to exercise its Credit Judgment in connection therewith, which determinations and judgments, if exercised in good faith, shall exonerate Agent from liability to any Lender or other Person for any error in judgment.

          12.1.2. Duties. Agent shall not have any duties except those expressly set forth in the Loan Documents. The conferral upon Agent of any right shall not imply a duty on Agent’s part to exercise such right, unless instructed to do so by Required Lenders in accordance with this Agreement.

          12.1.3. Agent Professionals. Agent may perform its duties through agents and employees. Agent may consult with and employ Agent Professionals, and shall be entitled to act upon, and shall be fully protected in any action taken in good faith reliance upon, any advice given by an Agent Professional. Agent shall not be responsible for the negligence or misconduct of any agents, employees or Agent Professionals selected by it with reasonable care.

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          12.1.4. Instructions of Required Lenders. The rights and remedies conferred upon Agent under the Loan Documents may be exercised without the necessity of joinder of any other party, unless required by Applicable Law. Agent may request instructions from Required Lenders with respect to any act (including the failure to act) in connection with any Loan Documents, and may seek assurances to its satisfaction from Lenders of their indemnification obligations under Section 12.6 against all Claims that could be incurred by Agent in connection with any act. Agent shall be entitled to refrain from any act until it has received such instructions or assurances, and Agent shall not incur liability to any Person by reason of so refraining. Instructions of Required Lenders shall be binding upon all Lenders, and no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting in accordance with the instructions of Required Lenders. Notwithstanding the foregoing, instructions by and consent of all Lenders shall be required in the circumstances described in Section 14.1.1, and in no event shall Required Lenders, without the prior written consent of each Lender, direct Agent to accelerate and demand payment of Loans held by one Lender without accelerating and demanding payment of all other Loans, nor to terminate the Commitments of one Lender without terminating the Commitments of all Lenders. In no event shall Agent be required to take any action that, in its opinion, is contrary to Applicable Law or any Loan Documents or could subject any Agent Indemnitee to personal liability.

     12.2. Agreements Regarding Collateral and Field Examination Reports.

          12.2.1. Lien Releases; Care of Collateral. Lenders authorize Agent to release any Lien with respect to any Collateral (a) upon Full Payment of the Obligations; (b) that is the subject of an Asset Disposition which Borrower Agent certifies in writing to Agent is a Permitted Asset Disposition or a Lien which Borrower Agent certifies is a Permitted Lien entitled to priority over Agent’s Liens (and Agent may rely conclusively on any such certificate without further inquiry); (c) that does not constitute Collateral with a value in excess of $10,000,000 in any Fiscal Year; or (d) with the written consent of all Lenders. Agent shall have no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by a Credit Party, or is cared for, protected, insured or encumbered, nor to assure that Agent’s Liens have been properly created, perfected or enforced, or are entitled to any particular priority, nor to exercise any duty of care with respect to any Collateral.

          12.2.2. Possession of Collateral. Agent and Lenders appoint each Lender as agent (for the benefit of Secured Parties) for the purpose of perfecting Liens in any Collateral held or controlled by such Lender, to the extent such Liens are perfected by possession or control. If any Lender obtains possession or control of any Collateral, it shall notify Agent thereof and, promptly upon Agent’s request, deliver such Collateral to Agent or otherwise deal with it in accordance with Agent’s instructions.

          12.2.3. Reports. Agent shall promptly forward to each Lender, when complete, copies of any field audit, examination or appraisal report prepared by or for Agent with respect to any Credit Party or Collateral (“Report”). Each Lender agrees (a) that neither Bank of America nor Agent makes any representation or warranty as to the accuracy or completeness of any Report, and shall not be liable for any information contained in or omitted from any Report; (b) that the Reports are not intended to be comprehensive audits or examinations, and that Agent or any other Person performing any audit or examination will inspect only specific information regarding Obligations or the Collateral and will rely significantly upon Credit Parties’ books and records as well as upon representations of Credit Parties’ officers and employees; and (c) to keep all Reports confidential and strictly for such Lender’s internal use, and not to distribute any Report (or the contents thereof) to any Person (except to such Lender’s Participants, attorneys and accountants) or use any Report in any manner other than administration of the Loans and other Obligations. Each Lender agrees to indemnify and hold harmless Agent and any other Person preparing a Report from any action such Lender may take as a result of or any conclusion it may draw from any Report, as well as from any Claims arising as a direct or indirect result of Agent furnishing a Report to such Lender.

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     12.3. Reliance By Agent. Agent shall be entitled to rely, and shall be fully protected in relying, upon any certification, notice or other communication (including those by telephone, telex, telegram, telecopy or e-mail) believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, and upon the advice and statements of Agent Professionals.

     12.4. Action Upon Default. Agent shall not be deemed to have knowledge of any Default or Event of Default unless it has received written notice from a Lender or Borrower Agent specifying the occurrence and nature thereof. If any Lender acquires knowledge of a Default or Event of Default, it shall promptly notify Agent and the other Lenders thereof in writing. Each Lender agrees that, except as otherwise provided in any Loan Documents or with the written consent of Agent and Required Lenders, it will not take any Enforcement Action, accelerate Obligations under any Loan Documents, or exercise any right that it might otherwise have under Applicable Law to credit bid at foreclosure sales, UCC sales or other similar dispositions of Collateral. Notwithstanding the foregoing, however, a Lender may take action to preserve or enforce its rights against a Credit Party where a deadline or limitation period is applicable that would, absent such action, bar enforcement of Obligations held by such Lender, including the filing of proofs of claim in an Insolvency Proceeding.

     12.5. Ratable Sharing. If any Lender shall obtain any payment or reduction of any Obligation, whether through set-off or otherwise, in excess of its share of such Obligation, determined on a Pro Rata basis or in accordance with Section 5.6.1, as applicable, such Lender shall forthwith purchase from Agent, Issuing Bank and the other Lenders such participations in the affected Obligation as are necessary to cause the purchasing Lender to share the excess payment or reduction on a Pro Rata basis or in accordance with Section 5.6.1, as applicable. If any of such payment or reduction is thereafter recovered from the purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. No Lender shall set off against any Blocked Account without the prior consent of Agent. The Pro Rata sharing provisions of this Section shall not be construed to apply to (a) any payment made by or on behalf of Borrowers pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (b) the application of Cash Collateral provided for in Section 2.3.3, (c) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Revolver Loans or subparticipations in LC Obligations or Swingline Loans to any assignee or participant or (d) any payment made in respect of, and to any Lender participating in, any additional loan facility arising under any amendment of this Agreement.

     12.6. Indemnification of Agent Indemnitees. EACH LENDER SHALL INDEMNIFY AND HOLD HARMLESS AGENT INDEMNITEES, TO THE EXTENT NOT REIMBURSED BY CREDIT PARTIES (BUT WITHOUT LIMITING THE INDEMNIFICATION OBLIGATIONS OF CREDIT PARTIES UNDER ANY LOAN DOCUMENTS), ON A PRO RATA BASIS, AGAINST ALL CLAIMS THAT MAY BE INCURRED BY OR ASSERTED AGAINST ANY AGENT INDEMNITEE, PROVIDED THE CLAIM RELATES TO OR ARISES FROM AN AGENT INDEMNITEE ACTING AS OR FOR AGENT (IN ITS CAPACITY AS AGENT). In Agent’s discretion, it may reserve for any such Claims made against an Agent Indemnitee, and may satisfy any judgment, order or settlement relating thereto, from proceeds of Collateral prior to making any distribution of Collateral proceeds to Lenders. If Agent is sued by any receiver, bankruptcy trustee, debtor-in-possession or other Person for any alleged preference or fraudulent transfer, then any monies paid by Agent in settlement or satisfaction of such proceeding, together with all interest, costs and expenses (including attorneys’ fees) incurred in the defense of same, shall be promptly reimbursed to Agent by each Lender to the extent of its Pro Rata share.

     12.7. Limitation on Responsibilities of Agent. Agent shall not be liable to Lenders for any action taken or omitted to be taken under the Loan Documents, except for losses directly and solely caused by Agent’s gross negligence or willful misconduct. Agent does not assume any responsibility for any failure or delay in performance or any breach by any Credit Party or Lender of any obligations under

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the Loan Documents. Agent does not make to Lenders any express or implied warranty, representation or guarantee with respect to any Obligations, Collateral, Loan Documents or Credit Party. No Agent Indemnitee shall be responsible to Lenders for any recitals, statements, information, representations or warranties contained in any Loan Documents; the execution, validity, genuineness, effectiveness or enforceability of any Loan Documents; the genuineness, enforceability, collectibility, value, sufficiency, location or existence of any Collateral, or the validity, extent, perfection or priority of any Lien therein; the validity, enforceability or collectibility of any Obligations; or the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any Credit Party or Account Debtor. No Agent Indemnitee shall have any obligation to any Lender to ascertain or inquire into the existence of any Default or Event of Default, the observance or performance by any Credit Party of any terms of the Loan Documents, or the satisfaction of any conditions precedent contained in any Loan Documents.

     12.8. Successor Agent and Co-Agents.

          12.8.1. Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and Borrower Agent. Upon receipt of such notice, Required Lenders shall have the right to appoint a successor Agent which shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to Borrowers. If no successor agent is appointed prior to the effective date of the resignation of Agent, then Agent may appoint a successor agent from among Lenders. Upon acceptance by a successor Agent of an appointment to serve as Agent hereunder, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have the benefits of the indemnification set forth in Sections 12.6 and 14.2. Notwithstanding any Agent’s resignation, the provisions of this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent. Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above.

          12.8.2. Separate Collateral Agent. It is the intent of the parties that there shall be no violation of any Applicable Law denying or restricting the right of financial institutions to transact business in any jurisdiction. If Agent believes that it may be limited in the exercise of any rights or remedies under the Loan Documents due to any Applicable Law, Agent may appoint an additional Person who is not so limited, as a separate collateral agent or co-collateral agent. If Agent so appoints a collateral agent or co-collateral agent, each right and remedy intended to be available to Agent under the Loan Documents shall also be vested in such separate agent. Every covenant and obligation necessary to the exercise thereof by such agent shall run to and be enforceable by it as well as Agent. Lenders shall execute and deliver such documents as Agent deems appropriate to vest any rights or remedies in such agent. If any collateral agent or co-collateral agent shall die or dissolve, become incapable of acting, resign or be removed, then all the rights and remedies of such agent, to the extent permitted by Applicable Law, shall vest in and be exercised by Agent until appointment of a new agent.

     12.9. Due Diligence and Non-Reliance. Each Lender acknowledges and agrees that it has, independently and without reliance upon Agent or any other Lenders, and based upon such documents, information and analyses as it has deemed appropriate, made its own credit analysis of each Credit Party and its own decision to enter into this Agreement and to fund Loans and participate in LC Obligations hereunder. Each Lender has made such inquiries concerning the Loan Documents, the Collateral and each Credit Party as such Lender feels necessary. Each Lender further acknowledges and agrees that the other Lenders and Agent have made no representations or warranties concerning any Credit Party, any Collateral or the legality, validity, sufficiency or enforceability of any Loan Documents or Obligations.

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Each Lender will, independently and without reliance upon the other Lenders or Agent, and based upon such financial statements, documents and information as it deems appropriate at the time, continue to make and rely upon its own credit decisions in making Loans and participating in LC Obligations, and in taking or refraining from any action under any Loan Documents. Except for notices, reports and other information expressly requested by a Lender, Agent shall have no duty or responsibility to provide any Lender with any notices, reports or certificates furnished to Agent by any Credit Party or any credit or other information concerning the affairs, financial condition, business or Properties of any Credit Party (or any of its Affiliates) which may come into possession of Agent or any of Agent’s Affiliates.

     12.10. Replacement of Certain Lenders. If a Lender (other than the Agent) (a) is a Defaulting Lender, (b) requests reimbursement pursuant to Section 3.5, 3.7 or 5.9, or (c) fails to give its consent to any amendment, waiver or action for which consent of all Lenders was required and Required Lenders consented, then, in addition to any other rights and remedies that any Person may have, Borrower or Agent may, and upon request of the Required Lenders, Agent shall by notice to such Lender within 120 days after such event, require such Lender to assign all of its rights and obligations under the Loan Documents to Eligible Assignee(s) or one or more other assignees reasonably acceptable to Agent, pursuant to appropriate Assignment and Acceptance(s) and within 20 days after Borrower or Agent’s notice. Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance if the Lender fails to execute same. Such Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents, including all principal, interest and fees through the date of assignment (but excluding any prepayment charge).

     12.11. Remittance of Payments and Collections.

          12.11.1. Remittances Generally. All payments by any Lender to Agent shall be made by the time and on the day set forth in this Agreement, in immediately available funds. If no time for payment is specified or if payment is due on demand by Agent and request for payment is made by Agent by 11:00 a.m. on a Business Day, payment shall be made by Lender not later than 2:00 p.m. on such day, and if request is made after 11:00 a.m., then payment shall be made by 11:00 a.m. on the next Business Day. Payment by Agent to any Lender shall be made by wire transfer, in the type of funds received by Agent. Any such payment shall be subject to Agent’s right of offset for any amounts due from such Lender under the Loan Documents.

          12.11.2. Failure to Pay. If any Lender fails to pay any amount when due by it to Agent pursuant to the terms hereof, such amount shall bear interest from the due date until paid at the rate determined by Agent as customary in the banking industry for interbank compensation. In no event shall Borrowers be entitled to receive credit for any interest paid by a Lender to Agent, nor shall any Defaulting Lender be entitled to interest on any amounts held by Agent pursuant to Section 4.2.

          12.11.3. Recovery of Payments. If Agent pays any amount to a Lender in the expectation that a related payment will be received by Agent from a Credit Party and such related payment is not received, then Agent may recover such amount from each Lender that received it. If Agent determines at any time that an amount received under any Loan Document must be returned to a Credit Party or paid to any other Person pursuant to Applicable Law or otherwise, then, notwithstanding any other term of any Loan Document, Agent shall not be required to distribute such amount to any Lender. If any amounts received and applied by Agent to any Obligations are later required to be returned by Agent pursuant to Applicable Law, each Lender shall pay to Agent, on demand, such Lender’s Pro Rata share of the amounts required to be returned.

     12.12. Agent in its Individual Capacity. As a Lender, Bank of America shall have the same rights and remedies under the other Loan Documents as any other Lender, and the terms “Lenders,” “Required Lenders” or any similar term shall include Bank of America in its capacity as a Lender. Each of Bank of America and its Affiliates may accept deposits from, maintain deposits or credit balances for,

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invest in, lend money to, provide Bank Products to, act as trustee under indentures of, serve as financial or other advisor to, and generally engage in any kind of business with, Credit Parties and their Affiliates, as if Bank of America were any other bank, without any duty to account therefor (including any fees or other consideration received in connection therewith) to the other Lenders. In their individual capacity, Bank of America and its Affiliates may receive information regarding Credit Parties, their Affiliates and their Account Debtors (including information subject to confidentiality obligations), and each Lender agrees that Bank of America and its Affiliates shall be under no obligation to provide such information to Lenders, if acquired in such individual capacity and not as Agent hereunder.

     12.13. Agent Titles. Each Lender, other than Bank of America, that is designated (on the cover page of this Agreement or otherwise) by Bank of America as an “Agent” or “Arranger” of any type shall not have any right, power, responsibility or duty under any Loan Documents other than those applicable to all Lenders, and shall in no event be deemed to have any fiduciary relationship with any other Lender.

     12.14. No Third Party Beneficiaries. This Section 12 is an agreement solely among Lenders and Agent, and shall survive Full Payment of the Obligations. This Section 12 does not confer any rights or benefits upon Credit Parties or any other Person. As between Credit Parties and Agent, any action that Agent may take under any Loan Documents or with respect to any Obligations shall be conclusively presumed to have been authorized and directed by Lenders.

SECTION 13. BENEFIT OF AGREEMENT; ASSIGNMENTS AND PARTICIPATIONS

     13.1. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of Credit Parties, Agent, Lenders, and their respective successors and assigns, except that (a) no Credit Party shall have the right to assign its rights or delegate its obligations under any Loan Documents; and (b) any assignment by a Lender must be made in compliance with Section 13.3. Agent may treat the Person which made any Loan as the owner thereof for all purposes until such Person makes an assignment in accordance with Section 13.3. Any authorization or consent of a Lender shall be conclusive and binding on any subsequent transferee or assignee of such Lender.

     13.2. Participations.

          13.2.1. Permitted Participants; Effect. Any Lender may, in the ordinary course of its business and in accordance with Applicable Law, at any time sell to a financial institution (other than a Defaulting Lender) (“Participant”) a participating interest in the rights and obligations of such Lender under any Loan Documents. Despite any sale by a Lender of participating interests to a Participant, such Lender’s obligations under the Loan Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for performance of such obligations, such Lender shall remain the holder of its Loans and Commitments for all purposes, all amounts payable by Borrowers shall be determined as if such Lender had not sold such participating interests, and Borrowers and Agent shall continue to deal solely and directly with such Lender in connection with the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters under the Loan Documents, and Agent and the other Lenders shall not have any obligation or liability to any such Participant. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 5.9 unless Borrowers agree otherwise in writing.

          13.2.2. Voting Rights. Each Lender shall retain the sole right to approve, without the consent of any Participant, any amendment, waiver or other modification of any Loan Documents other than that which forgives principal, interest or fees, reduces the stated interest rate or fees payable with respect to any Loan or Commitment in which such Participant has an interest, postpones the Commitment Termination Date or any date fixed for any regularly scheduled payment of principal, interest or fees on such Loan or Commitment, or releases all or substantially all of the value of the Guarantees or the Collateral.

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          13.2.3. Benefit of Set-Off. Credit Parties agree that each Participant shall have a right of set-off in respect of its participating interest to the same extent as if such interest were owing directly to a Lender, and each Lender shall also retain the right of set-off with respect to any participating interests sold by it. By exercising any right of set-off, a Participant agrees to share with Lenders all amounts received through its set-off, in accordance with Section 12.5 as if such Participant were a Lender.

     13.3. Assignments.

          13.3.1. Permitted Assignments. A Lender may assign to an Eligible Assignee any of its rights and obligations under the Loan Documents, as long as (a) each assignment is of a constant, and not a varying, percentage of the transferor Lender’s rights and obligations under the Loan Documents and, in the case of a partial assignment, is in a minimum principal amount of $5,000,000 (unless otherwise agreed by Agent in its discretion) and integral multiples of $1,000,000 in excess of that amount; (b) except in the case of an assignment in whole of a Lender’s rights and obligations, the aggregate amount of the Commitments retained by the transferor Lender is at least $5,000,000 (unless otherwise agreed by Agent in its discretion); and (c) the parties to each such assignment shall execute and deliver to Agent, for its acceptance and recording, an Assignment and Acceptance. Nothing herein shall limit the right of a Lender to pledge or assign any rights under the Loan Documents to (i) any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors and any Operating Circular issued by such Federal Reserve Bank, or (ii) counterparties to swap agreements relating to any Loans; provided, however, that any payment by Credit Parties to the assigning Lender in respect of any Obligations assigned as described in this sentence shall satisfy Credit Parties’ obligations hereunder to the extent of such payment, and no such assignment shall release the assigning Lender from its obligations hereunder.

          13.3.2. Effect; Effective Date. Upon delivery to Agent of an assignment notice in the form of Exhibit D and a processing fee (payable by the assignor or assignee) of $3,500 (unless otherwise agreed by Agent in its discretion), the assignment shall become effective as specified in the notice, if it complies with this Section 13.3. From such effective date, the Eligible Assignee shall for all purposes be a Lender under the Loan Documents, and shall have all rights and obligations of a Lender thereunder. Upon consummation of an assignment, the transferor Lender, Agent and Borrowers shall make appropriate arrangements for issuance of replacement and/or new Notes, as applicable. The transferee Lender shall comply with Section 5.10 and deliver, upon request, an administrative questionnaire satisfactory to Agent. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of Borrowers and Agent, the applicable Pro Rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (a) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Agent or any Lender hereunder (and interest accrued thereon) and (b) acquire (and fund as appropriate) its full Pro Rata share of all Loans and participations in Letters of Credit and Swingline Loans. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under Applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

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SECTION 14. MISCELLANEOUS

     14.1. Consents, Amendments and Waivers.

          14.1.1. Amendment. No modification of any Loan Document, including any extension or amendment of a Loan Document or any waiver of a Default or Event of Default, shall be effective without the prior written agreement of Required Lenders (or Agent with the consent of Required Lenders) and each Credit Party party to such Loan Document; provided, however, that

          (a) without the prior written consent of Agent, no modification shall be effective with respect to any provision in a Loan Document that relates to any rights, duties or discretion of Agent;

          (b) without the prior written consent of Issuing Bank, no modification shall be effective with respect to any LC Obligations or Section 2.3;

          (c) without the prior written consent of each affected Lender, no modification shall be effective that would (i) increase or extend the Commitment of such Lender; or (ii) reduce the amount of, or waive or delay payment of, any principal, interest or fees payable to such Lender (provided, however, that any reduction or waiver of principal, interest or fees that by its terms affects a Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender); and

          (d) without the prior written consent of all Lenders (except a Defaulting Lender as provided in Section 4.2), no modification shall be effective that would (i) alter Section 5.6, 7.1 (except to add Collateral) or 14.1.1; (ii) amend the definitions of Pro Rata or Required Lenders; (iii) modify (A) the definition of Borrowing Base (and the defined terms used in such definition) or any component (other than Reserves) of the Borrowing Base, including eligibility criteria and advance rates, in any manner that would increase availability thereunder or (B) the discretion of the Agent to change, establish or eliminate any Reserves; (iv) release all or substantially all Collateral; or (v) release any material Credit Party from liability for any material Obligations or release any material portion of the value of the Guaranties of the Obligations except as contemplated by the Loan Documents.

          14.1.2. Limitations. The agreement of Credit Parties shall not be necessary to the effectiveness of any modification of a Loan Document that deals solely with the rights and duties of Lenders, Agent and/or Issuing Bank as among themselves. Only the consent of the parties to the Fee Letter or any agreement relating to a Bank Product shall be required for any modification of such agreement, and any non-Lender that is party to a Bank Product agreement shall have no right to participate in any manner in modification of any other Loan Document. Any waiver or consent granted by Agent or Lenders hereunder shall be effective only if in writing and only for the matter specified.

          14.1.3. Payment for Consents. No Credit Party will, directly or indirectly, pay any remuneration or other thing of value, whether by way of additional interest, fee or otherwise, to any Lender (in its capacity as a Lender hereunder) as consideration for agreement by such Lender with any modification of any Loan Documents, unless such remuneration or value is concurrently paid, on the same terms, on a Pro Rata basis to all Lenders providing their consent.

     14.2. Indemnity. EACH BORROWER SHALL INDEMNIFY AND HOLD HARMLESS THE INDEMNITEES AGAINST ANY CLAIMS (AS DEFINED HEREIN) THAT MAY BE INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE, INCLUDING CLAIMS (AS DEFINED HEREIN) ARISING FROM THE NEGLIGENCE (AS OPPOSED TO THE GROSS NEGLIGENCE) OF AN INDEMNITEE, WHETHER ANY SUCH CLAIM IS ASSERTED BY A CREDIT PARTY, A HOLDER OF EQUITY INTERESTS, OR CREDITOR(S), OF A CREDIT PARTY, AN INDEMNITEE OR ANY THIRD PARTY. In no event shall any party to a Loan

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Document have any obligation thereunder to indemnify or hold harmless an Indemnitee with respect to a Claim that is determined in a final, non-appealable judgment by a court of competent jurisdiction to result from the gross negligence or willful misconduct of such Indemnitee.

     14.3. Notices and Communications.

          14.3.1. Notice Address. Subject to Section 4.1.4, all notices and other communications by or to a party hereto shall be in writing and, if to a Credit Party, shall be given at Borrower Agent’s address shown on the signature pages hereof, and, if to any other Person, at such Person’s address shown on the signature pages hereof (or, in the case of a Person who becomes a Lender after the Closing Date, at the address shown on its Assignment and Acceptance), or at such other address as a party may hereafter specify by notice in accordance with this Section 14.3. Each such notice or other communication shall be effective only (a) if given by facsimile transmission, when transmitted to the applicable facsimile number, if confirmation of receipt is received; (b) if given by mail, three Business Days after deposit in the U.S. mail, with first-class postage pre-paid, addressed to the applicable address; or (c) if given by personal delivery, when duly delivered to the notice address with receipt acknowledged. Notwithstanding the foregoing, no notice to Agent pursuant to Section 2.1.4, 2.3, 3.1.2 or 4.1.1 shall be effective until actually received by the individual to whose attention at Agent such notice is required to be sent. Any written notice or other communication that is not sent in conformity with the foregoing provisions shall nevertheless be effective on the date actually received by the noticed party. Any notice received by Borrower Agent shall be deemed received by all Credit Parties.

          14.3.2. Electronic Communications; Voice Mail. Electronic mail and internet websites may be used only for routine communications, such as financial statements, Borrowing Base Certificates and other information required by Section 10.1.2, administrative matters, distribution of Loan Documents for execution, and matters permitted under Section 4.1.4. Agent and Lenders make no assurances as to the privacy and security of electronic communications. Electronic and voice mail may not be used as effective notice under the Loan Documents.

          14.3.3. Non-Conforming Communications. Agent and Lenders may rely upon any notices purportedly given by or on behalf of any Credit Party even if such notices were not made in a manner specified herein, were incomplete or were not confirmed, or if the terms thereof, as understood by the recipient, varied from a later confirmation. Each Credit Party shall indemnify and hold harmless each Indemnitee from any liabilities, losses, costs and expenses arising from any telephonic communication purportedly given by or on behalf of a Credit Party.

     14.4. Performance of Credit Parties’ Obligations. Agent may, in its discretion at any time and from time to time, at Credit Parties’ expense, pay any amount or do any act required of a Credit Party under any Loan Documents or otherwise lawfully requested by Agent to (a) enforce any Loan Documents or collect any Obligations; (b) protect, insure, maintain or realize upon any Collateral; or (c) defend or maintain the validity or priority of Agent’s Liens in any Collateral, including any payment of a judgment, insurance premium, warehouse charge, finishing or processing charge, or landlord claim, or any discharge of a Lien. All payments, costs and expenses (including Extraordinary Expenses) of Agent under this Section shall be reimbursed to Agent by Credit Parties, on demand, with interest from the date incurred to the date of payment thereof at the Default Rate applicable to Base Rate Revolver Loans. Any payment made or action taken by Agent under this Section shall be without prejudice to any right to assert an Event of Default or to exercise any other rights or remedies under the Loan Documents.

     14.5. Credit Inquiries. Each Credit Party hereby authorizes Agent and Lenders (but they shall have no obligation) to respond to usual and customary credit inquiries from third parties concerning any Credit Party or Subsidiary.

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     14.6. Severability. Wherever possible, each provision of the Loan Documents shall be interpreted in such manner as to be valid under Applicable Law. If any provision is found to be invalid under Applicable Law, it shall be ineffective only to the extent of such invalidity and the remaining provisions of the Loan Documents shall remain in full force and effect. Without limiting the foregoing provisions of this Section 14.6, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by the Bankruptcy Code or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency reorganization or similar debtor relief laws, as determined in good faith by Agent or Issuing Bank, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited.

     14.7. Cumulative Effect; Conflict of Terms. The provisions of the Loan Documents are cumulative. The parties acknowledge that the Loan Documents may use several limitations, tests or measurements to regulate similar matters, and they agree that these are cumulative and that each must be performed as provided. Except as otherwise provided in another Loan Document (by specific reference to the applicable provision of this Agreement), if any provision contained herein is in direct conflict with any provision in another Loan Document, the provision herein shall govern and control.

     14.8. Counterparts. Any Loan Document may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement shall become effective when Agent has received counterparts bearing the signatures of all parties hereto. Delivery of a signature page of any Loan Document by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of such agreement.

     14.9. Entire Agreement. Time is of the essence of the Loan Documents. The Loan Documents constitute the entire contract among the parties relating to the subject matter hereof, and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.

     14.10. Relationship with Lenders. The obligations of each Lender hereunder are several, and no Lender shall be responsible for the obligations or Commitments of any other Lender. Amounts payable hereunder to each Lender shall be a separate and independent debt. It shall not be necessary for Agent or any other Lender to be joined as an additional party in any proceeding for such purposes. Nothing in this Agreement and no action of Agent or Lenders pursuant to the Loan Documents shall be deemed to constitute Agent and Lenders to be a partnership, association, joint venture or any other kind of entity, nor to constitute control of any Credit Party.

     14.11. No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated by any Loan Document, Credit Parties acknowledge and agree that (a)(i) this credit facility and any related arranging or other services by Agent, any Lender, any of their Affiliates or any arranger are arm’s-length commercial transactions between Credit Parties and such Person; (ii) Credit Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate; and (iii) Credit Parties are capable of evaluating and understanding, and do understand and accept, the terms, risks and conditions of the transactions contemplated by the Loan Documents; (b) each of Agent, Lenders, their Affiliates and any arranger is and has been acting solely as a principal in connection with this credit facility, is not the financial advisor, agent or fiduciary for Credit Parties, any of their Affiliates or any other Person, and has no obligation with respect to the transactions contemplated by the Loan Documents except as expressly set forth therein; and (c) Agent, Lenders, their Affiliates and any arranger may be engaged in a broad range of transactions that involve interests that differ from those of Credit Parties and their Affiliates, and have no obligation to disclose any of such interests to Credit Parties or their Affiliates. To the fullest extent permitted by Applicable Law, each Credit Party hereby waives and releases any claims that it may have against Agent, Lenders, their

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Affiliates and any arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated by a Loan Document.

     14.12. Confidentiality. Each of Agent, Lenders and Issuing Bank agrees to maintain the confidentiality of all Information (as defined below), except that Information may be disclosed (a) to its Affiliates, and to its and their partners, directors, officers, employees, agents, advisors and representatives (provided such Persons are informed of the confidential nature of the Information and instructed to keep it confidential); (b) to the extent requested by any governmental, regulatory or self-regulatory authority purporting to have jurisdiction over it or its Affiliates; (c) to the extent required by Applicable Law or by any subpoena or other legal process; (d) to any other party hereto; (e) in connection with any action or proceeding, or other exercise of rights or remedies, relating to any Loan Documents or Obligations; (f) subject to an agreement containing provisions substantially the same as this Section, to any Transferee or any actual or prospective party (or its advisors) to any Bank Product; (g) with the consent of Borrower Agent; or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) is available to Agent, any Lender, Issuing Bank or any of their Affiliates on a nonconfidential basis from a source other than Credit Parties. Notwithstanding the foregoing, Agent and Lenders may publish or disseminate general information describing this credit facility, including the names and addresses of Credit Parties and a general description of Credit Parties’ businesses, and may use Credit Parties’ logos, trademarks or product photographs in advertising materials. As used herein, “Information” means all information received from a Credit Party or Subsidiary relating to it or its business that is identified as confidential when delivered. Any Person required to maintain the confidentiality of Information pursuant to this Section shall be deemed to have complied if it exercises the same degree of care that it accords its own confidential information. Each of Agent, Lenders and Issuing Bank acknowledges that (i) Information may include material non-public information concerning a Credit Party or Subsidiary; (ii) it has developed compliance procedures regarding the use of material non-public information; and (iii) it will handle such material non-public information in accordance with Applicable Law, including federal and state securities laws.

     14.13. Certifications Regarding Indentures. Credit Parties certify to Agent and Lenders that neither the execution or performance of the Loan Documents nor the incurrence of any Obligations by Credit Parties violates the Senior Note Indenture, including Section 4.09 thereof. Credit Parties further certify that the Commitments and Obligations constitute “Permitted Debt” under the Senior Note Indenture. Agent may condition Borrowings, Letters of Credit and other credit accommodations under the Loan Documents from time to time upon Agent’s receipt of evidence that the Commitments and Obligations continue to constitute “Permitted Debt” at such time.

     14.14. GOVERNING LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, UNLESS OTHERWISE SPECIFIED, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PRINCIPLES (BUT GIVING EFFECT TO FEDERAL LAWS RELATING TO NATIONAL BANKS).

     14.15. Consent to Forum.

          14.15.1. Forum. EACH CREDIT PARTY HEREBY CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT SITTING IN OR WITH JURISDICTION OVER NEW YORK, IN ANY PROCEEDING OR DISPUTE RELATING IN ANY WAY TO ANY LOAN DOCUMENTS, AND AGREES THAT ANY SUCH PROCEEDING SHALL BE BROUGHT BY IT SOLELY IN ANY SUCH COURT. EACH CREDIT PARTY IRREVOCABLY WAIVES ALL CLAIMS, OBJECTIONS AND DEFENSES THAT IT MAY HAVE REGARDING SUCH COURT’S PERSONAL OR SUBJECT MATTER JURISDICTION, VENUE OR INCONVENIENT FORUM. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN

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SECTION 14.3.1. Nothing herein shall limit the right of Agent or any Lender to bring proceedings against any Credit Party in any other court, nor limit the right of any party to serve process in any other manner permitted by Applicable Law. Nothing in this Agreement shall be deemed to preclude enforcement by Agent of any judgment or order obtained in any forum or jurisdiction.

     14.16. Waivers by Credit Parties. To the fullest extent permitted by Applicable Law, each Credit Party waives (a) the right to trial by jury (which Agent and each Lender hereby also waives) in any proceeding or dispute of any kind relating in any way to any Loan Documents, Obligations or Collateral; (b) presentment, demand, protest, notice of presentment, default, non-payment, maturity, release, compromise, settlement, extension or renewal of any commercial paper, accounts, documents, instruments, chattel paper and guaranties at any time held by Agent on which a Credit Party may in any way be liable, and hereby ratifies anything Agent may do in this regard; (c) notice prior to taking possession or control of any Collateral; (d) any bond or security that might be required by a court prior to allowing Agent to exercise any rights or remedies; (e) the benefit of all valuation, appraisement and exemption laws; (f) any claim against Agent or any Lender, on any theory of liability, for special, indirect, consequential, exemplary or punitive damages (as opposed to direct or actual damages) in any way relating to any Enforcement Action, Obligations, Loan Documents or transactions relating thereto; and (g) notice of acceptance hereof. Each Credit Party acknowledges that the foregoing waivers are a material inducement to Agent and Lenders entering into this Agreement and that Agent and Lenders are relying upon the foregoing in their dealings with Credit Parties. Each Credit Party has reviewed the foregoing waivers with its legal counsel and has knowingly and voluntarily waived its jury trial and other rights following consultation with legal counsel. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.

     14.17. Patriot Act Notice. Agent and Lenders hereby notify Credit Parties that pursuant to the requirements of the Patriot Act, Agent and Lenders are required to obtain, verify and record information that identifies each Credit Party, including its legal name, address, tax ID number and other information that will allow Agent and Lenders to identify it in accordance with the Patriot Act. Agent and Lenders will also require information regarding each personal guarantor, if any, and may require information regarding Credit Parties’ management and owners, such as legal name, address, social security number and date of birth.

SECTION 15. GUARANTY OF OBLIGATIONS

     15.1. Guaranty; Limitation of Liability. In order to induce Agent and Lenders to enter into this Agreement and to induce the Lenders to extend credit hereunder and to induce the Lenders or their affiliates provide Bank Products, and in recognition of the direct benefit received by the Guarantors from the extension of such credit and provision of such Bank Products, each Guarantor hereby absolutely, unconditionally and irrevocably guarantees (the undertaking by each Guarantor under this Section 15 being, as amended from time to time, the “Facility Guaranty”) the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of each other Credit Party now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by Agent or any other Secured Party in enforcing any rights under this Facility Guaranty or any other Loan Document, subject to limitations expressly set forth elsewhere herein. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Credit Party to any Secured Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of any Insolvency Proceeding involving such other Credit Party.

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          15.1.1. No Fraudulent Transfer. Each Guarantor, Agent and each other Secured Party, hereby confirms that it is the intention of such Persons that this Facility Guaranty and the obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Facility Guaranty and the Obligations of each Guarantor hereunder. To effectuate the foregoing intention, each Guarantor, Agent and each of the other Secured Parties hereby irrevocably agree that such Guaranteed Obligations and other liabilities shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of each Guarantor that are relevant under the laws referred to in the first sentence hereof, and after giving effect to any collections from, any rights to receive contributions from, or payments made by or on behalf of, any of the other Credit Parties in respect of the Obligations under any Loan Document, result in the Guaranteed Obligations and all other liabilities of each Guarantor under this Facility Guaranty not constituting a fraudulent transfer or conveyance.

          15.1.2. Contribution. Each Guarantor hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to any Secured Party under this Facility Guaranty, any other Loan Document or any other guaranty, each Guarantor will contribute, to the maximum extent permitted by law, such amounts to each other Guarantor and each other guarantor so as to maximize the aggregate amount paid to the Secured Parties under or in respect of the Loan Documents.

     15.2. Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any Applicable Law, now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party with respect thereto. The obligations of each Guarantor under or in respect of this Facility Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Credit Party under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this Facility Guaranty, irrespective of whether any action is brought against any Borrower or any other Credit Party or whether any Borrower or any other Credit Party is joined in any such action or actions. The liability of each Guarantor under this Facility Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:

          (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto;

          (b) any change in the time, manner or place of payment of, or in any other term of, including any increase in the amount of, all or any of the Guaranteed Obligations or any other Obligations of any other Credit Party under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or otherwise;

          (c) any taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations;

          (d) any manner of application of Collateral or any other collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Credit Party under the Loan Documents or any other assets of any Credit Party; the failure of Agent, any other Secured Party or any other person to exercise diligence or reasonable care in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of such Collateral, property or security;

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          (e) the fact that any Collateral, security, security interest or lien contemplated or intended to be given, created or granted as security for the repayment of the Guaranteed Obligations shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other security interest or lien, it being recognized and agreed by each Guarantor that such Guarantor is not entering into this Facility Guaranty in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectibility or value of any such Collateral;

          (f) any change, restructuring or termination of the corporate structure or existence of any Credit Party or any of its Subsidiaries;

          (g) any failure of any Secured Party to disclose to any Credit Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Credit Party now or hereafter known to such Secured Party (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information);

          (h) the failure of any other Person to execute or deliver any Loan Document or any supplement thereto or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or

          (i) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, any Credit Party or any other guarantor or surety, other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations).

          15.2.2. Reinstatement. This Facility Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by Agent or any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or any other Credit Party or otherwise, all as though such payment had not been made.

          15.2.3. Guaranteed Obligations Due. Each Guarantor hereby further agrees that, as between each Guarantor on the one hand, and Agent and the other Secured Parties, on the other hand, (i) the Guaranteed Obligations of each Guarantor may be declared to be forthwith due and payable as provided in Section 11.2 (and shall be deemed to have become automatically due and payable in the circumstances provided in Section 11.2) for purposes of Section 15.1, notwithstanding any stay, injunction or other prohibition preventing such declaration in respect of the Obligations of any of the Credit Parties guaranteed hereunder (or preventing such Guaranteed Obligations from becoming automatically due and payable) as against any other Person and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations (or such Guaranteed Obligations being deemed to have become automatically due and payable) as provided in Section 11.2, such Guaranteed Obligations (whether or not due and payable by any other Person) shall forthwith become due and payable by each Guarantor for all purposes of this Facility Guaranty.

     15.3. Waivers and Acknowledgments. Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Facility Guaranty and any requirement that Agent or any Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Credit Party or any other Person or any Collateral.

          15.3.1. Waiver of Right of Revocation. Each Guarantor hereby unconditionally and irrevocably waives any right to revoke this Facility Guaranty and acknowledges that this Facility

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Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.

          15.3.2. Waiver of Defenses. Each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by Agent or any Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of each Guarantor or other rights of each Guarantor to proceed against any of the other Credit Parties, any other guarantor or any other Person or any Collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Obligations of each Guarantor hereunder.

          15.3.3. Waiver of Duty to Disclose. Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of Agent or any Secured Party to disclose to each Guarantor any matter, fact or thing relating to the business, financial condition, operations, or performance of any other Credit Party or any of its Subsidiaries now or hereafter known by Agent or such Secured Party.

          15.3.4. Knowing Waivers. Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Loan Documents and that the waivers set forth in Section 15.2 and this Section 15.3 are knowingly made in contemplation of such benefits.

     15.4. Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against any Borrower, any other Credit Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of each Guarantor’s Obligations under or in respect of this Facility Guaranty or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of Agent or any Secured Party against any Borrower, any other Credit Party or any other insider guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Borrower, any other Credit Party or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until Full Payment of all of the Guaranteed Obligations (other than contingent indemnification obligations) and all other amounts payable under this Facility Guaranty shall have occurred, all Letters of Credit and all Bank Product Debt shall have expired or been terminated or Cash Collateralized and the Commitments shall have expired or been terminated. If any amount shall be paid to each Guarantor in violation of the immediately preceding sentence at any time prior to the Full Payment of the Guaranteed Obligations and all other amounts payable under this Facility Guaranty, such amount shall be received and held in trust for the benefit of the Secured Parties, shall be segregated from other property and funds of each Guarantor and shall forthwith be paid or delivered to Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Facility Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Documents, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Facility Guaranty thereafter arising. If any Guarantor shall make payment to any Secured Party of all or any part of the Guaranteed Obligations, and Full Payment of the Guaranteed Obligations shall occur, then the Secured Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Facility Guaranty.

          15.4.1. Subordination. Each Guarantor hereby subordinates any and all debts, liabilities and other obligations in the nature of borrowed money owed to each Guarantor by each other

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Credit Party (as used in this Section 15, the “Intercompany Obligations”) to the Guaranteed Obligations to the extent and in the manner hereinafter set forth in this Section 15.4:

          15.4.2. Prohibited Payments, Etc. Except (a) during the continuance of any Event of Default under Sections 11.1(a) or (i) or (b) after notice from Agent or any Lender of any other Event of Default under this Agreement, each Guarantor may receive regularly scheduled payments from any other Credit Party on account of the Intercompany Obligations. During the continuance of any Event of Default under Sections 11.1(a) or (i) or after notice from Agent or any Lender of any other Event of Default under this Agreement, however, each Guarantor shall not demand, accept or take any action to collect any payment on account of the Intercompany Obligations unless the Required Lenders otherwise agree.

          15.4.3. Prior Payment of Guaranteed Obligations. In any Insolvency Proceeding relating to any other Credit Party, each Guarantor agrees that the Secured Parties shall be entitled to receive payment in full in cash of all Guaranteed Obligations (other than contingent indemnification obligations, but including all interest, expenses and fees (including legal fees) accruing after the commencement of any Insolvency Proceeding, whether or not constituting an allowed claim in such proceeding (as used in this Section 15, “Post Petition Interest”)) before each Guarantor receives payment of any Intercompany Obligations.

          15.4.4. Turn-Over. After the occurrence and during the continuance of any Event of Default (including the commencement and continuation of any Insolvency Proceeding relating to any other Credit Party), each Guarantor shall, if Agent so requests, collect, enforce and receive payments on account of the Intercompany Obligations as trustee for the Secured Parties and deliver such payments to Agent on account of the Guaranteed Obligations (including all Post Petition Interest), together with any necessary endorsements or other instruments of transfer, but without reducing or affecting in any manner the liability of each Guarantor under the other provisions of this Facility Guaranty.

          15.4.5. Agent Authorization. After the occurrence and during the continuance of any Event of Default (including the commencement and continuation of any Insolvency Proceeding relating to any other Credit Party), Agent is authorized and empowered (but without any obligation to so do), in its discretion, (i) in the name of each Guarantor, to collect and enforce, and to submit claims in respect of, Intercompany Obligations and to apply any amounts received thereon to the Guaranteed Obligations (including any and all Post Petition Interest), and (ii) to require each Guarantor (A) to collect and enforce, and to submit claims in respect of, Intercompany Obligations and (B) to pay any amounts received on such obligations to Agent for application to the Guaranteed Obligations (including any and all Post Petition Interest).

          15.4.6. Continuing Guaranty; Assignments. This Facility Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the Full Payment of the Guaranty Obligations, (b) be binding upon each Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by the Secured Parties and their successors, transferees and assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, any Secured Party may assign or otherwise transfer all or any portion of its rights and obligations under this Agreement (including, without limitation, all or any portion of its Commitments, the Loans owing to it and the Note or Notes held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Secured Party herein or otherwise, in each case as and to the extent provided in Section 13.3. No Guarantor shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Secured Parties.

[Remainder of page intentionally left blank; signatures begin on following page]

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     IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the date set forth above.

BORROWERS: CAPELLA HEALTHCARE, INC., a Delaware corporation
By:	/s/ Denise W. Warner
	Name: Denise W. Warner
	Title: Senior Vice President, CFO and Treasurer
	Address:	501 Corporate Centre Drive, Suite 200 Franklin, Tennessee 37067-2662 Attention: Denise W. Warner Telecopy: 615-764-3030
CAPELLA HOLDINGS OF OKLAHOMA, LLC CAPITAL MEDICAL CENTER HOLDINGS, LLC CAPITAL MEDICAL CENTER PARTNER, LLC CMCH HOLDINGS, LLC COLUMBIA MEDICAL GROUP - SOUTH      PITTSBURG, INC. COLUMBIA OLYMPIA MANAGEMENT, INC. CULLMAN COUNTY MEDICAL CLINIC, INC. CULLMAN HOSPITAL CORPORATION CULLMAN SURGERY VENTURE CORP. FARMINGTON CLINIC COMPANY, LLC FARMINGTON HEART & VASCULAR CENTER,       LLC FARMINGTON HOSPITAL CORPORATION FARMINGTON MISSOURI HOSPITAL      COMPANY, LLC GRANDVIEW PHYSICIAN GROUP, LLC HARTSELLE PHYSICIANS, INC. JACKSONVILLE MEDICAL PROFESSIONAL      SERVICES, LLC JACKSONVILLE SURGICAL AND MEDICAL      AFFILIATES, LLC LAWTON HOLDINGS, LLC
By:	/s/ Denise W. Warner
	Name: Denise W. Warner
	Title: Vice President and Treasurer
	Address:	501 Corporate Centre Drive, Suite 200 Franklin, Tennessee 3067-2662 Attention: Denise W. Warner Telecopy: 615-764-3030

LOAN AND SECURITY AGREEMENT
Signature Page

MINERAL AREA PHARMACY AND DURABLE       MEDICAL EQUIPMENT, LLC MUSKOGEE HOLDINGS, LLC MUSKOGEE MEDICAL AND SURGICAL      ASSOCIATES, LLC MUSKOGEE PHYSICIAN GROUP, LLC MUSKOGEE REGIONAL MEDICAL CENTER,       LLC NATIONAL HEALTHCARE OF DECATUR, INC. NATIONAL HEALTHCARE OF HARTSELLE,       INC. NATIONAL PARK CARDIOLOGY SERVICES,       LLC NATIONAL PARK PHYSICIAN SERVICES, LLC NPMC HOLDINGS, LLC NPMC, HOME HEALTH, LLC NPMC, LLC OREGON HEALTHCORP, LLC PARKWAY MEDICAL CLINIC, INC. QHG OF JACKSONVILLE, INC. RIVER PARK HOSPITAL, INC. RIVER PARK HOSPITALISTS, LLC RIVER PARK PHYSICIAN GROUP, LLC RUSSELLVILLE HOLDINGS, LLC SEQUATCHIE VALLEY UROLOGY, LLC SOUTHWESTERN EMERGENCY DEPARTMENT       PHYSICIAN SERVICES, LLC SOUTHWESTERN MEDICAL CENTER, LLC SOUTHWESTERN NEUROSURGERY       PHYSICIANS, LLC SOUTHWESTERN PHYSICIAN SERVICES, LLC SOUTHWESTERN SURGICAL AFFILIATES LLC SP ACQUISITION CORP. SPARTA HOSPITAL CORPORATION ST. MARY’S HOLDINGS, LLC ST. MARY’S PHYSICIAN SERVICES, LLC ST. MARY’S REAL PROPERTY, LLC WESTERN WASHINGTON HEALTHCARE, LLC WILLAMETTE VALLEY CLINICS, LLC WILLAMETTE VALLEY MEDICAL CENTER,       LLC WPC HOLDCO, LLC
By:	/s/ Denise W. Warner
	Name:	Denise W. Warner
	Title:   Address:	Vice President and Treasurer 501 Corporate Centre Drive, Suite 200 Franklin, Tennessee 3067-2662 Attention: Denise W. Warner Telecopy: 615-764-3030

LOAN AND SECURITY AGREEMENT
Signature Page

AGENT AND LENDERS: BANK OF AMERICA, N.A., as Agent and Lender
By:	/s/ Daniel K. Clancy
	Name:	Daniel K. Clancy
	Title:   Address:	Senior Vice President 300 Galleria Parkway, Suite 800 Atlanta, Georgia 30339 Attention: Portfolio Manager Telecopy: 404-607-3277

LOAN AND SECURITY AGREEMENT
Signature Page

CITIBANK, N.A., as Lender
By:	/s/ Brendan Mackay
	Name:	Brendan Mackay
	Title:  Address:	Vice President 388 Greenwich St, 19th floor New York, New York 10013 Attention: Brendan Mackay Telecopy: 646-328-3110

LOAN AND SECURITY AGREEMENT
Signature Page

BARCLAYS BANK PLC, as Lender
By:	/s/ David Barton
	Name:	David Barton
	Title:  Address:	Director Barclays Capital 745 7th Avenue, 26thFloor New York, New York 10019 Attention: David Barton Telecopy: 212-412-7600

LOAN AND SECURITY AGREEMENT
Signature Page

GENERAL ELECTRIC CAPITAL CORPORATION, as Lender
By:	/s/ Dennis Cloud
	Name:	Dennis Cloud
	Title:  Address:	Duly Authorized Signatory 500 West Monroe, Suite 1400 Chicago, Illinois 60614 Attention; Dennis Cloud Telecopy: 866-.388-3572

LOAN AND SECURITY AGREEMENT
Signature Page

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK,as Lender
By:	/s/ Tom Randolph
	Name:	Tom Randolph
	Title:  Address:	Managing Director 1301 Avenue of the Americas New York, New York 10019 Attention: Tom Randolph Telecopy: 212-261-3440
By:	/s/ David Christiansen
	Name:	David Christiansen
	Title:  Address:	Vice President 1301 Avenue of the Americas New York, New York 10019 Attention: David Christiansen Telecopy: 917-849-6502

LOAN AND SECURITY AGREEMENT
Signature Page

DEUTSCHE BANK AG NEW YORK BRANCH, as Lender
By:	/s/ Carin Keegan
	Name:	Carin Keegan
	Title:	Director
By:	/s/ Erin Morrissey
	Name:	Erin Morrissey
	Title:  Address:	Vice President  60 Wall Street  MS NYC60-4305  New York, New York 10005  Attention: Carin Keegan  Telecopy: 212-797-5690

LOAN AND SECURITY AGREEMENT
Signature Page

HEALTHCARE FINANCE GROUP, as Lender
By:	/s/ Alan G. Regdos II
	Name:	Alan G. Regdos II
	Title:  Address:	SVP-National Underwriting Manager  199 Water Street  New York, New York 10038  Attention: John Calabro, EVP  Telecopy: 212-785-8579

LOAN AND SECURITY AGREEMENT
Signature Page

MORGAN STANLEY BANK, N.A., as Lender
By:	/s/ Ryan Vetsch
	Name:	Ryan Vetsch
	Title:  Address:	Authorized Signatory  Carrie D. Johnson  Morgan Stanley | Operations  201 South Main Street, 5th Floor  Salt Lake City, Utah 84111-1115  Phone: +1-801-236-3655  Fax: +1 718-233-0967  docs4loans@MorganStanley.com

LOAN AND SECURITY AGREEMENT
Signature Page

EXHIBIT A
to
Loan and Security Agreement

FORM OF REVOLVER NOTE

________________ ___, 2010 $___________________ New York, New York

     Each of the undersigned (individually, a “Borrower” and, collectively, the “Borrowers”), jointly and severally promise to pay to the order of ____________________________ (“Lender”), the principal sum of ____________________ DOLLARS ($___________), or such lesser amount as may be advanced by Lender as Revolver Loans and owing as LC Obligations from time to time under the Loan Agreement described below, together with all accrued and unpaid interest thereon. Terms are used herein as defined in the Loan and Security Agreement dated as of _______________, 2010, among Capella Healthcare, Inc., a Delaware corporation, the other Borrowers party thereto, the Guarantors party thereto, Bank of America, N.A., as Agent, Lender, and certain other financial institutions, as such agreement may be amended, modified, renewed or extended from time to time (“Loan Agreement”).

     Principal of and interest on this Note from time to time outstanding shall be due and payable as provided in the Loan Agreement. This Note is issued pursuant to and evidences Revolver Loans and LC Obligations under the Loan Agreement, to which reference is made for a statement of the rights and obligations of Lender and the duties and obligations of Borrowers. The Loan Agreement contains provisions for acceleration of the maturity of this Note upon the happening of certain stated events, and for the borrowing, prepayment and reborrowing of amounts upon specified terms and conditions.

     The holder of this Note is hereby authorized by Borrowers to record on a schedule annexed to this Note (or on a supplemental schedule) the amounts owing with respect to Revolver Loans and LC Obligations, and the payment thereof. Failure to make any notation, however, shall not affect the rights of the holder of this Note or any obligations of Borrowers hereunder or under any other Loan Documents.

     Time is of the essence of this Note. Each Borrower and all endorsers, sureties and guarantors of this Note hereby severally waive demand, presentment for payment, protest, notice of protest, notice of intention to accelerate the maturity of this Note, diligence in collecting, the bringing of any suit against any party, and any notice of or defense on account of any extensions, renewals, partial payments, or changes in any manner of or in this Note or in any of its terms, provisions and covenants, or any releases or substitutions of any security, or any delay, indulgence or other act of any trustee or any holder hereof, whether before or after maturity. Borrowers jointly and severally agree to pay, and to save the holder of this Note harmless against, any liability for the payment of all reasonable documented out-of-pocket costs and expenses (including without limitation reasonable attorneys’ fees) if this Note is collected by or through an attorney-at-law in accordance with Section 3.4 of the Loan Agreement.

     In no contingency or event whatsoever shall the amount paid or agreed to be paid to the holder of this Note for the use, forbearance or detention of money advanced hereunder exceed the highest lawful rate permitted under Applicable Law. If any such excess amount is inadvertently paid by Borrowers or inadvertently received by the holder of this Note, such excess shall be returned to Borrowers or credited as a payment of principal, in accordance with the Loan Agreement. It is the intent hereof that Borrowers not pay or contract to pay, and that holder of this Note not receive or contract to receive, directly or indirectly in any manner whatsoever, interest in excess of that which may be paid by Borrowers under Applicable Law.

A-1

     This Note shall be governed by the laws of the State of New York, without giving effect to any conflict of law principles (but giving effect to federal laws relating to national banks).

     IN WITNESS WHEREOF, this Revolver Note is executed as of the date set forth above.

BORROWER AGENT: CAPELLA HEALTHCARE, INC., a Delaware corporation
By:
	Name:
	Title:
BORROWERS: CAPELLA HOLDINGS OF OKLAHOMA, LLC CAPITAL MEDICAL CENTER HOLDINGS, LLC CAPITAL MEDICAL CENTER PARTNER, LLC CMCH HOLDINGS, LLC COLUMBIA MEDICAL GROUP — SOUTH     PITTSBURG, INC. COLUMBIA OLYMPIA MANAGEMENT, INC. CULLMAN COUNTY MEDICAL CLINIC, INC. CULLMAN HOSPITAL CORPORATION CULLMAN SURGERY VENTURE CORP. FARMINGTON CLINIC COMPANY, LLC FARMINGTON HEART & VASCULAR CENTER,     LLC FARMINGTON HOSPITAL CORPORATION FARMINGTON MISSOURI HOSPITAL COMPANY,     LLC GRANDVIEW PHYSICIAN GROUP, LLC HARTSELLE PHYSICIANS, INC. JACKSONVILLE MEDICAL PROFESSIONAL     SERVICES, LLC JACKSONVILLE SURGICAL AND MEDICAL     AFFILIATES, LLC LAWTON HOLDINGS, LLC
By:
	Name:
	Title:

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MINERAL AREA PHARMACY AND DURABLE      MEDICAL EQUIPMENT, LLC MUSKOGEE HOLDINGS, LLC MUSKOGEE MEDICAL AND SURGICAL      ASSOCIATES, LLC MUSKOGEE PHYSICIAN GROUP, LLC MUSKOGEE REGIONAL MEDICAL CENTER, LLC NATIONAL HEALTHCARE OF DECATUR, INC. NATIONAL HEALTHCARE OF HARTSELLE, INC. NATIONAL PARK CARDIOLOGY SERVICES, LLC NATIONAL PARK PHYSICIAN SERVICES, LLC NPMC HOLDINGS, LLC NPMC, HOME HEALTH, LLC NPMC, LLC OREGON HEALTHCORP, LLC PARKWAY MEDICAL CLINIC, INC. QHG OF JACKSONVILLE, INC. RIVER PARK HOSPITAL, INC. RIVER PARK HOSPITALISTS, LLC RIVER PARK PHYSICIAN GROUP, LLC RUSSELLVILLE HOLDINGS, LLC SEQUATCHIE VALLEY UROLOGY, LLC SOUTHWESTERN EMERGENCY DEPARTMENT PHYSICIAN SERVICES, LLC SOUTHWESTERN MEDICAL CENTER, LLC SOUTHWESTERN NEUROSURGERY PHYSICIANS,      LLC SOUTHWESTERN PHYSICIAN SERVICES, LLC SOUTHWESTERN SURGICAL AFFILIATES LLC SP ACQUISITION CORP. SPARTA HOSPITAL CORPORATION ST. MARY’S HOLDINGS, LLC ST. MARY’S PHYSICIAN SERVICES, LLC ST. MARY’S REAL PROPERTY, LLC WESTERN WASHINGTON HEALTHCARE, LLC WILLAMETTE VALLEY CLINICS, LLC WILLAMETTE VALLEY MEDICAL CENTER, LLC WPC HOLDCO, LLC
By:
	Name:
	Title:

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EXHIBIT B
to
Loan and Security Agreement

FORM OF NOTICE OF BORROWING

NOTICE OF BORROWING

Date:                     , 20___

To: Bank of America, N.A., as Agent

Ladies and Gentlemen:

     Reference is made to that certain Loan and Security Agreement, dated as of June 28, 2010 (as amended, amended and restated, restated, supplemented or otherwise modified and in effect from time to time, the “Loan Agreement”) by, among others, (i) Capella Healthcare, Inc., a Delaware corporation, as the borrower agent (in such capacity, the “Borrower Agent”), (ii) the other Borrowers from time to time party thereto, (iii) the Guarantors from time to time party thereto, (iv) Bank of America, N.A., as Agent, and (v) the Lenders from time to time party thereto. Capitalized terms used but not defined herein shall have the meanings set forth in the Loan Agreement.

     The Borrower Agent hereby requests a Borrowing:

1.	On_____________________________________(a Business Day)1
2.	In the principal amount of $_____________________________________2
3.	Comprised of_____________________________________(Type of Loan)3
4.	For LIBOR Loans: With an Interest Period of_____________4

     The Borrower Agent hereby represents and warrants that the conditions specified in Section 6.2 of the Loan Agreement have been satisfied on and as of the date of such Borrowing.

CAPELLA HEALTHCARE, INC., a Delaware corporation, as Borrower Agent
By:
	Name:
	Title:	[Senior Officer]

1	Each notice of a Borrowing must be received by the Agent not later than 1:00 p.m. (i) three (3) Business Days prior to the requested date of any Borrowing of LIBOR Loans and (ii) on the requested date of any Borrowing of Base Rate Loans.
2	Each Borrowing of LIBOR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof.
3	If the Borrower Agent fails to specify a Type of Loan then the applicable Loans will be made as Base Rate Loans.
4	Pursuant to the definition of “Interest Period” in the Loan Agreement, the Borrower Agent may request a Borrowing of LIBOR Loans with an Interest Period of one, two, three, or six months. If the Borrower Agent requests a Borrowing of LIBOR Loans, but fails to specify an Interest Period, then it will be deemed to have specified an Interest Period of one month.

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EXHIBIT C
to
Loan and Security Agreement

FORM OF
ASSIGNMENT AND ACCEPTANCE

     Reference is made to the Loan and Security Agreement dated as of June 28, 2010, (as amended, amended and restated, supplemented or otherwise modified and in effect from time to time, the “Loan Agreement”), among CAPELLA HEALTHCARE, INC., a Delaware corporation, as the borrower agent (in such capacity, the “Borrower Agent”), the other Borrowers from time to time party thereto, the Guarantors from time to time party thereto, BANK OF AMERICA, N.A., as agent (“Agent”) for the financial institutions from time to time party to the Loan Agreement (“Lenders”), and such Lenders. Terms are used herein as defined in the Loan Agreement.

     ____________________________ (“Assignor”) and _________________________ _____________ (“Assignee”) agree as follows:

     1. Assignor hereby assigns to Assignee and Assignee hereby purchases and assumes from Assignor (a) a principal amount of $________ of Assignor’s outstanding Revolver Loans and $___________ of Assignor’s participations in LC Obligations and (b) the amount of $__________ of Assignor’s Commitment (which represents ____% of the total Commitments) (the foregoing items being, collectively, the “Assigned Interest”), together with an interest in the Loan Documents corresponding to the Assigned Interest. This Agreement shall be effective as of the date (“Effective Date”) indicated in the corresponding Assignment Notice delivered to Agent, provided such Assignment Notice is executed by Assignor, Assignee, Agent and Borrower Agent, if applicable. From and after the Effective Date, Assignee hereby expressly assumes, and undertakes to perform, all of Assignor’s obligations in respect of the Assigned Interest, and all principal, interest, fees and other amounts which would otherwise be payable to or for Assignor’s account in respect of the Assigned Interest shall be payable to or for Assignee’s account, to the extent such amounts accrue on or after the Effective Date.

     2. Assignor (a) represents that as of the date hereof, prior to giving effect to this assignment, its Commitment is $__________, the outstanding balance of its Revolver Loans and participations in LC Obligations is $__________; (b) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Agreement or any other instrument or document furnished pursuant thereto, other than that Assignor is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; and (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrowers or the performance by Borrowers of their obligations under the Loan Documents. [Assignor is attaching the Note[s] held by it and requests that Agent exchange such Note[s] for new Notes payable to Assignee [and Assignor].]

     3. Assignee (a) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance; (b) confirms that it has received copies of the Loan Agreement and such other Loan Documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (c) agrees that it shall, independently and without reliance upon Assignor and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents; (d) confirms that it is an Eligible Assignee; (e) appoints and authorizes Agent to take such action as agent

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on its behalf and to exercise such powers under the Loan Agreement as are delegated to Agent by the terms thereof, together with such powers as are incidental thereto; (f) agrees that it will observe and perform all obligations that are required to be performed by it as a “Lender” under the Loan Documents; and (g) represents and warrants that the assignment evidenced hereby will not result in a non-exempt “prohibited transaction” under Section 406 of ERISA.

     4. This Agreement shall be governed by the laws of the State of New York. If any provision is found to be invalid under Applicable Law, it shall be ineffective only to the extent of such invalidity and the remaining provisions of this Agreement shall remain in full force and effect.

     5. Each notice or other communication hereunder shall be in writing, shall be sent by messenger, by telecopy or facsimile transmission, or by first-class mail, shall be deemed given when sent and shall be sent as follows:

(a)	If to Assignee, to the following address (or to such other address as Assignee may designate from time to time): _______________________________________ _______________________________________ _______________________________________
(b)	If to Assignor, to the following address (or to such other address as Assignor may designate from time to time): _______________________________________ _______________________________________ _______________________________________ _______________________________________

     Payments hereunder shall be made by wire transfer of immediately available Dollars as follows:

     If to Assignee, to the following account (or to such other account as Assignee may designate from time to time):

_______________________________________
_______________________________________
ABA No.________________________________
_______________________________________
Account No._____________________________
Reference: _______________________________

     If to Assignor, to the following account (or to such other account as Assignor may designate from time to time):

_______________________________________
_______________________________________
ABA No.________________________________
_______________________________________
Account No._____________________________
Reference: _______________________________

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     IN WITNESS WHEREOF, this Assignment and Acceptance is executed as of ____________.

(“Assignee”)
By
	Title:

(“Assignor”)
By
	Title:

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EXHIBIT D
to
Loan and Security Agreement

FORM OF
ASSIGNMENT NOTICE

     Reference is made to (1) the Loan and Security Agreement dated as of June 28, 2010, (as amended, amended and restated, supplemented or otherwise modified and in effect from time to time, the “Loan Agreement”), among CAPELLA HEALTHCARE, INC., a Delaware corporation, as the borrower agent (in such capacity, the “Borrower Agent”), the other Borrowers from time to time party thereto, the Guarantors from time to time party thereto, BANK OF AMERICA, N.A., as agent (“Agent”) for the financial institutions from time to time party to the Loan Agreement (“Lenders”), and such Lenders; and (2) the Assignment and Acceptance dated as of ____________, 20__ (“Assignment Agreement”), between __________________ (“Assignor”) and ____________________ (“Assignee”). Terms are used herein as defined in the Loan Agreement.

     Assignor hereby notifies Borrowers and Agent of Assignor’s intent to assign to Assignee pursuant to the Assignment Agreement (a) a principal amount of $________ of Assignor’s outstanding Revolver Loans and $___________ of Assignor’s participations in LC Obligations, and (b) the amount of $__________ of Assignor’s Commitment (which represents ____% of the total Commitments) (the foregoing items being, collectively, the “Assigned Interest”), together with an interest in the Loan Documents corresponding to the Assigned Interest. This Agreement shall be effective as of the date (“Effective Date”) indicated below, provided this Assignment Notice is executed by Assignor, Assignee, Agent and Borrower Agent, if applicable. Pursuant to the Assignment Agreement, Assignee has expressly assumed all of Assignor’s obligations under the Loan Agreement to the extent of the Assigned Interest, as of the Effective Date.

     For purposes of the Loan Agreement, Agent shall deem Assignor’s Commitment to be reduced by $_________, and Assignee’s Commitment to be increased by $________.

     The address of Assignee to which notices and information are to be sent under the terms of the Loan Agreement is:

________________________

________________________

________________________

________________________

     The address of Assignee to which payments are to be sent under the terms of the Loan Agreement is shown in the Assignment Agreement.

     This Notice is being delivered to Borrowers and Agent pursuant to Section 13.3 of the Loan Agreement. Please acknowledge your acceptance of this Notice by executing and returning to Assignee and Assignor a copy of this Notice.

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     IN WITNESS WHEREOF, this Assignment Notice is executed as of ____________.

	(“Assignee”)
By
	Title:
	(“Assignor”)
By
	Title:

ACKNOWLEDGED AND AGREED,
AS OF THE DATE SET FORTH ABOVE:

BORROWER AGENT:*

CAPELLA HEALTHCARE, INC.,
a Delaware corporation

By
	Title:

* No signature required if Assignee is a Lender, U.S.-based Affiliate of a Lender or Approved Fund, or if an Event of Default exists.

BANK OF AMERICA, N.A., as Agent
By
	Title:

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EXHIBIT E
to
Loan and Security Agreement

BUSINESS ASSOCIATE ADDENDUM

1. Definitions. As used in this Exhibit E, the following capitalized terms shall have the following meanings. Capitalized terms contained herein and not otherwise defined herein shall have the meanings attributed to them under HIPAA (as defined below).

“Business Associate” means each of the Lenders and/or Agent that, on behalf of the Covered Entity, performs or assists in the performance of a function or activity involving the use or disclosure of Protected Health Information.

“Covered Entity” means any Credit Party as defined in the Loan Agreement.

“HIPAA” means the Health Insurance Portability and Accountability Act of 1996, Pub. L. No. 104-191 (the “Act”), the privacy standards adopted by the U.S. Department of Health and Human Services (“HHS”) as they may be amended from time to time, 45 C.F.R. parts 160 and 164, subparts A and E (the “Privacy Rule”), the security standards adopted by HHS as they may be amended from time to time, 45 C.F.R., parts 160, 162 and 164, subparts C (the “Security Rule”), and the Privacy provisions (Subtitle D) of the Health Information Technology for Economic Clinical Health Act, Division A, Title XIII of Pub. L. 111-5, and its implementing regulations (the “HITECH Act”). The Act, the Privacy Rule, the Security Rule, and the HITECH Act are collectively referred to as “HIPAA” for the purposes of this Exhibit E.

“Loan Agreement” means the Loan and Security Agreement to which this Exhibit E is attached.

“Protected Health Information” (“PHI”) means individually identifiable health information and has the same meaning as the term “protected health information” as defined in 45 C.F.R. § 160.103.

“Required by Law” shall have the same meaning as the term “required by law” as defined in 45 C.F.R. § 164.103.

“Security Incident” means the attempted or successful unauthorized access, use, disclosure, modification, or destruction of information or interference with system operations in an information system and has the same meaning as the term “security incident” as defined in 45 C.F.R. § 164.304.

2. Use and Disclosure of Protected Health Information. The Business Associate agrees that it and its employees, officers, and directors (collectively, its “Employees”) will not use or disclose the Protected Health Information provided to it by the Covered Entity under the Loan Agreement except as permitted or required by the Loan Agreement or as otherwise Required by Law, and will require that each of its agents, including subcontractors (collectively, its “Agents”), to whom it provides Protected Health Information received from, or created or received by the Business Associate on behalf of, the Covered Entity agrees in writing to the same restrictions and conditions that apply to the Business Associate throughout this Exhibit E with respect to such information. Further, the Business Associate may:

     a. Use the Protected Health Information received by the Business Associate in its capacity as the Business Associate if necessary for the proper management and administration of the Business Associate’s business or to carry out its legal responsibilities; or,

     b. Disclose the Protected Health Information received by the Business Associate in its capacity as the Business Associate if:

     (i) the disclosure is Required by Law; or,

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     (ii) the Business Associate obtains reasonable assurances from the person to whom the Protected Health Information is disclosed that it will be held confidentially and used or further disclosed only as Required by Law or for the purpose for which it was disclosed to the person, and the person agrees in writing to notify the Business Associate of any instances of which it is aware in which the confidentiality of the Protected Health Information has been breached; or,

     c. De-identify Protected Health Information and may aggregate, manipulate, use, disclose, sell, publish and distribute such de-identified information and data provided that such de-identification is in accordance with HIPAA; or

     d. Except as otherwise limited in this Exhibit E, use or disclose the Protected Health Information for the purpose of exercising any of its rights or obligations under the Loan Documents, provided that such use or disclosure would not violate the Privacy Rule or the Security Rule if done by the Covered Entity.

3. Business Associate Records. The Business Associate agrees that it shall keep records of all disclosures of Protected Health Information as would be required by the Covered Entity to respond to a request by an Individual for an accounting of disclosures of Protected Health Information under HIPAA in accordance with 45 C.F.R. § 164.528.

4. Appropriate Safeguards for Privacy of Information. The Business Associate agrees that it will use appropriate safeguards to prevent use or disclosure of Protected Health Information other than as are permitted by the Loan Agreement and this Exhibit E. Without limiting the generality of the foregoing sentence, the Business Associate will:

     a. Implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of Protected Health Information as required by HIPAA;

     b. Ensure that any Agents to whom the Business Associate provides Protected Health Information agree to implement reasonable and appropriate safeguards to protect Protected Health Information; and

     c. Promptly report to the Covered Entity any Security Incident of which the Business Associate becomes aware.

5. Reporting Inappropriate Use or Disclosure of Information. Business Associate shall notify Covered Entity of any use or disclosure of PHI not provided or allowed by the Loan Agreement promptly after Business Associate becomes aware of the impropriety of such use or disclosure. Business Associate represents that the significant number of meaningless attempts to, without authorization, access, use, disclose, modify or destroy electronic versions of any of Covered Entity’s PHI or interfere with systems operations in an Information System containing Covered Entity’s PHI (“Unsuccessful Security Incidents”) will make a real-time reporting requirement formidable for Business Associate. Therefore, Business Associate and Covered Entity agree that this Section 5 constitutes notice of such Unsuccessful Security Incidents. By way of example, the following are considered to be illustrative of Unsuccessful Security Incidents when they do not result in actual unauthorized access, use, disclosure, modification or destruction of electronic PHI or interference with an Information System containing PHI: (a) pings on Business Associate’s firewall, (b) port scans, (c) attempts to log on to a system or enter a database with an invalid password or username, (d) denial-of-service attacks that do not result in a server being taken off-line and (e) Malware (worms, viruses, etc.). If the definition of “Security Incident” is amended under

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HIPAA to remove the requirement for reporting “unsuccessful” attempts to use, disclose, modify or destroy PHI, this Section 5 shall no longer apply as of the effective date of such information.

6. Access to Information. To the extent the Business Associate possesses or maintains Protected Health Information in a Designated Record Set, the Business Associate shall, within a reasonable time period following the written request of the Covered Entity, provide the Covered Entity with access to Protected Health Information about an Individual contained in a Designated Record Set in order for the Covered Entity to meet the requirements under 45 C.F.R. § 164.524.

7. Amendment of Protected Health Information. To the extent the Business Associate possesses or maintains Protected Health Information in a Designated Record Set, the Business Associate agrees that it will, within a reasonable time period of such written request by the Covered Entity, make available Protected Health Information for amendment and incorporate any amendments to Protected Health Information in a Designated Record Set that the Covered Entity directs or agrees to under 45 C.F.R.§ 164.526. For purposes of this Exhibit E, the term “Designated Record Set” shall not include any information in Business Associate’s possession that is the same as information in Covered Entity’s possession (information shall be considered the same information even if the information is held in a different format, medium or presentation or it has been standardized).

8. Accounting of Disclosures. The Business Associate agrees to provide to the Covered Entity, within a reasonable time period after being notified, information collected in accordance with Section 3 of this Exhibit E in order to permit the Covered Entity to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with 45 C.F.R. § 164.528.

9. Information to be Available to the Secretary. The Business Associate agrees that it will make its internal practices, books, and records relating to the use and disclosure of Protected Health Information received from, or created or received by the Business Associate on behalf of, the Covered Entity available to the Secretary of the Department of Health and Human Services solely for purposes of determining the Covered Entity’s compliance with HIPAA.

10. Obligations of Covered Entity. Covered Entity shall provide written notice to Business Associate of any restriction on the use or disclosure of PHI to which Covered Entity has agreed in accordance with the relevant provisions of HIPAA, to the extent that such restriction may affect Business Associate’s use or disclosure of PHI. Covered Entity agrees (a) to use appropriate safeguards to maintain and ensure the confidentiality, privacy and security of PHI transmitted to Business Associate pursuant to this Exhibit E, in accordance with the standards and requirements of HIPAA; (b) to inform Business Associate of any consent or authorization, including any changes in or withdrawal of any such consent or authorization, provided to the Covered Entity by an individual pursuant to 45 C.F.R. § 164.506 or § 164.508; (c) that Business Associate may make any use or disclosure of Covered Entity’s PHI permitted under 45 C.F.R. § 164.512; and (d) not to request Business Associate to use or disclose PHI in any manner that would not be permissible under HIPAA if done by Covered Entity. If Covered Entity and any other Person have elected “affiliated covered entity” status under 45 CFR 164.105(b), Covered Entity agrees that this Exhibit E shall be binding upon and shall govern the use and disclosure of PHI received by Business Associate from any such Person.

11. Term and Termination.

     a. Term. This Exhibit E shall be effective as of the effective date of the Loan Agreement.

E-3

     b. Termination for Cause. Upon reasonable determination by the Covered Entity of a material breach by the Business Associate hereunder, the Covered Entity shall provide an opportunity for the Business Associate to cure the breach or end the violation. If the Business Associate does not cure the breach or end the violation within a reasonable time period after receiving written notice of the exact nature of the breach and the proposed cure, the Covered Entity shall, if feasible, terminate: (a) this Exhibit E and (b) all of the provisions of the Documents that involve the use or disclosure of Protected Health Information; provided, however, that such termination shall be deemed to be infeasible unless and until the Loan Agreement is likewise terminated in accordance with its terms or the Business Associate otherwise agrees in writing to such termination. If neither termination nor cure is feasible in accordance with this paragraph, the Covered Entity shall report the violation to the Secretary of the Department of Health and Human Services and shall provide the Business Associate with a copy of such report.

     c. Effect of Termination.

i. Except as set forth in clause c(ii) below, upon termination of the Loan Agreement, for any reason, the Business Associate, at Covered Entity’s expense, shall return or destroy all Protected Health Information received from the Covered Entity, or created or received by the Business Associate on behalf of the Covered Entity. This provision shall apply to Protected Health Information that is in the possession of Agents of the Business Associate. The Business Associate shall retain no copies of the Protected Health Information.

ii. In the event that the Business Associate determines that returning or destroying the Protected Health Information is infeasible, conflicts with any Applicable Law or will, in Business Associate’s reasonable opinion, hamper Business Associate in the investigation or defense or any claim or dispute, the Business Associate shall provide to the Covered Entity notification of the conditions that make return or destruction infeasible. Upon such determination by the Business Associate that return or destruction of Protected Health Information is infeasible, the Business Associate shall extend the protections of this Exhibit E to such Protected Health Information and limit further uses and disclosures of such Protected Health Information to those purposes that make the return or destruction infeasible, for so long as the Business Associate maintains such Protected Health Information.

12. Subpoenas. Business Associate and Covered Entity will provide written notice to the other party of any subpoena or other legal process seeking PHI received from or created on behalf of Covered Entity. Such written notice shall be provided within 48 hours of receipt of a subpoena or other legal process.

13. Changes to Regulations. If HIPAA is amended, including regulations that are to be promulgated and provided under the HITECH Act, in a manner that would materially alter the obligations of Business Associate as set forth in this Exhibit E, then the parties agree in good faith to negotiate mutually acceptable changes to the terms set forth in this Exhibit E.

14. Construction. This Exhibit E shall be construed as broadly as necessary to implement and comply with HIPAA. Any ambiguity in the Loan Agreement shall be resolved in favor of a meaning that complies with HIPAA. The obligations contained in this Exhibit E shall only be binding upon Business Associate to the extent Business Associate has actually received any Protected Health Information and is deemed to be a “Business Associate” for the purposes of HIPAA.

E-4

15. Breach of Unsecured PHI. In the event that Business Associate discovers, as determined in accordance with 45 C.F.R. § 164.410, that a Breach of Unsecured Protected Health Information of Covered Entity has occurred, Business Associate shall promptly notify the Covered Entity of the identification of each individual who has been or is reasonably believed to have been affected by the Breach, along with any other information that the Covered Entity will be required to include in its notification of the individual under the HITECH Act, including, without limitation, a description of the breach, the date of the breach and its discovery, types of Unsecured PHI involved and description of the Business Associate’s investigation, and mitigation and prevention efforts, to the extent such information is known by the Business Associate at the time of notification or promptly thereafter as information becomes available. Notwithstanding any indemnity provision that may be contained in the Loan Agreement or any other Loan Document (as defined therein), no Covered Entity shall have any obligation to indemnify any Business Associate for Claims (as defined in the Loan Agreement) arising out of a Breach by such Business Associate. In any litigation between the Covered Entities and any Business Associate relating to a Breach, the prevailing party in such litigation shall be entitled to be reimbursed by the non-prevailing party for its reasonable costs, fees and expenses (including reasonable attorney’s fees) incurred in connection with such litigation.

16. State Privacy Laws. Business Associate shall comply with applicable state privacy or state information security laws to the extent that such state privacy or information security laws are not preempted by HIPAA.

17. HITECH Act. To the extent required by the HITECH Act and in the manner required by the HITECH Act, Business Associate shall implement safeguards and policy, procedure, and documentation requirements consistent with the requirements of 45 C.F.R. §§ 164.308, 164.310, 164.312, and 164.316. Business Associate shall not directly or indirectly receive remuneration in exchange for any Individual’s Protected Health Information. In performing services for the Covered Entity, Business Associate will use or disclose only the minimum necessary Protected Health Information, in accordance with the HITECH Act, and any regulations issued thereunder. Business Associate agrees to comply with the requirements of the HITECH Act regarding requests for restriction on the disclosure of Protected Health Information to health plans for payment and health care operations purposes. Business Associate agrees not use or disclose Protected Health Information for marketing purposes without first receiving prior written approval from the Covered Entity and obtaining the necessary Authorization from the Individual.

E-5

EXHIBIT F
to
Loan and Security Agreement

FORM OF BORROWING BASE CERTIFICATE

Delivered directly to the Administrative Agent.

F-1

EXHIBIT G
to
Loan and Security Agreement

FORM OF COMPLIANCE CERTIFICATE

COMPLIANCE CERTIFICATE

Financial Statement Date: ________________,

To: Bank of America, N.A., as Agent

Ladies and Gentlemen:

     Reference is made to that certain Loan and Security Agreement, dated as of June 28, 2010 (as amended, amended and restated, restated, supplemented or otherwise modified and in effect from time to time, the “Loan Agreement”) by, among others, (i) Capella Healthcare, Inc., a Delaware corporation, as the borrower agent (in such capacity, the “Borrower Agent”), (ii) the other Borrowers from time to time party thereto, (iii) the Guarantors from time to time party thereto, (iv) Bank of America, N.A., as Agent, and (v) the Lenders from time to time party thereto. Capitalized terms used but not defined herein shall have the meanings set forth in the Loan Agreement.

     The undersigned Senior Officer hereby certifies as of the date hereof that he/she is the ___________________________ of the Borrower Agent, and that, as such, he/she is authorized to execute and deliver this Certificate to the Agent on the behalf of the Borrowers, and that:

[Use following paragraph 1 for fiscal year-end financial statements]

          1. Attached hereto as Schedule 1 are the year-end audited financial statements of Parent and its Subsidiaries required by Section 10.1.2(a) of the Loan Agreement for the Fiscal Year of the Borrower Agent ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section.

[Use following paragraph 1 for fiscal quarter-end financial statements]

          1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 10.1.2(b) of the Loan Agreement for the Fiscal Quarter of the Borrower Agent ended as of the above date. Such financial statements fairly present the financial condition and results of operations of Parent and its Subsidiaries in accordance with GAAP as at such date and for such period, subject to normal year-end audit adjustments and the absence of footnotes.

          2. The undersigned (i) has reviewed and is familiar with the terms of the Loan Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and financial condition of the Credit Parties during the accounting period covered by the attached financial statements and (ii) hereby certifies as follows:

[select one:]

          [to the knowledge of the undersigned during such accounting period no Default has occurred and is continuing.]

G-1

—or—

          [the following is a list of each Default that has occurred during the accounting period and its nature and status:]

          4. The financial covenant analyses and information set forth on Schedule 2 attached hereto are true and accurate on and as of the date of this Certificate.

          5. Supplemental Schedule 8.5.1 attached hereto sets forth all of the Deposit Accounts that have been opened by the Credit Parties during the Fiscal Quarter of the Borrower Agent ended as of the above date.

          IN WITNESS WHEREOF, the undersigned has executed this Certificate as of ________________, ______.

CAPELLA HEALTHCARE, INC., a Delaware corporation, as Borrower Agent
By:
	Name:
	Title:

G-2

SCHEDULE 2
to the Compliance Certificate
($ in 000’s)

FINANCIAL COVENANT COMPLIANCE

For the Quarter/Year ended __________________, 20__ (“Statement Date”)
and calculated as of the period of four Fiscal Quarters most recently ended (“Subject Period”)

I. Section 10.3 — Fixed Charge Coverage Ratio.

A. EBITDA for Subject Period:

1.	Consolidated Net Income for Subject Period:	$
2.	Consolidated Interest Charges for Subject Period:	$
3.	Provision for income taxes for Subject Period:	$
4.	Depreciation expenses for Subject Period:	$
5.	Amortization expenses for Subject Period:	$
6.	Non-cash extraordinary, unusual or non-recurring non-cash expenses or losses for Subject Period:	$
7.	One-time costs, fees, expenses and charges incurred in connection with Permitted Acquisitions in an aggregate amount of up to $10,000,000 during such period:	$
8.	Losses from discontinued operations to the extent such losses were deducted in computing Consolidated Net Income in an aggregate amount of up to $5,000,000 during such period:	$
9.	Non-controlling interest expense consisting of income of Subsidiaries attributable to minority Equity Interests of third parties in such Subsidiaries, net of Distributions declared or paid on Equity Interests held by third parties	$
10.	One-time costs, fees, expenses and charges in an aggregate amount of up to $30,000,000 incurred in connection with the financing transactions (including the issuance of the Senior Notes) contemplated by the Loan Agreement	$
11.	Non-cash losses with respect to Hedging Agreements for Subject Period:	$
12.	Non-cash expenses from the grant of stock and stock options and other compensation for Subject Period:	$
13.	Non-cash losses recognized and non-cash expenses incurred in connection with the effect of currency and exchange rate fluctuations:	$
14.	Charges attributable to any post-employment benefits offered to former employees for Subject Period:	$
15.	Non-cash subtractions from Consolidated Net Income for Subject Period:	$
16.	Non-cash additions to Consolidated Net Income for Subject Period:	$
17.	Gains related to pensions and other post-employment benefits
18.	Income tax credits for Subject Period:	$
19.	Sum of Lines I.A.1 through 15:	$
20.	Sum of Lines I.A.16, 17 and 18:	$
21.	EBITDA (Line I.A.19 minus Line I.A.20):	$	*

* Subject to adjustment for Material Events.

G-3

B. Fixed Charges for Subject Period:

1.	Consolidated Interest Charges paid or required to be paid in cash (other than payment-in-kind):	$
2.	Mandatory and voluntary principal payments made on Borrowed Money (other than the Closing Date Debt Repayment):	$
3.	Distributions made in cash (other than cash Distributions by Subsidiaries that are not wholly-owned to holders of Equity Interests therein who are not Credit Parties):	$
4.	Fixed Charges (Lines I.B.1 + 2 + 3)	$

C. Capital Expenditures for Subject Period (other than Excluded Capital Expenditures):

1.	All liabilities incurred, expenditures made or payments due (whether or not made) for the acquisition of any fixed assets, or any improvements, replacements, substitutions or additions thereto that would be classified as capital expenditures in accordance with GAAP, including the principal portion of Capital Leases:	$
2.	Such expenditures financed directly with proceeds of a substantially contemporaneous issuance of Equity Interests by the Parent (other than to a Credit Party or Subsidiary):	$
3.	Such expenditures financed with Borrowed Money permitted under the Loan Agreement other than Revolver Loans	$
4.	Such additions and expenditures to the extent made with Net Proceeds from any Permitted Asset Distribution or proceeds of insurance from any casualty or other insured damage or condemnation or similar awards with respect to any property or asset:	$
5.	Sum of Line I.C.2 + 3 + 4:	$
6.	Capital Expenditures (Line I.C.1 — Line I.C.5):	$

D.	Cash taxes paid during Subject Period:		$
E.	Fixed Coverage Ratio ((Line I.A.21. — Line I.C.6. — Line I.D.) ÷ (Line I.B.4.)):			to 1.00
Minimum required (during a Fixed Charge Coverage Trigger Period):		1.10 to 1.00

G-4

SUPPLEMENTAL SCHEDULE 8.5.1
to the Compliance Certificate

G-5

SCHEDULE 1.1
to
Loan and Security Agreement

COMMITMENT OF LENDERS

Lender	Commitment
Bank of America, N.A.	$	35,000,000.00
Citibank, N.A.	$	20,000,000.00
Barclays Bank PLC	$	15,000,000.00
General Electric Capital Corporation	$	15,000,000.00
Credit Agricole Corporate and Investment Bank	$	5,000,000.00
Deutsche Bank AG New York Branch	$	5,000,000.00
Healthcare Finance Group	$	2,500,000.00
Morgan Stanley Bank, N.A.	$	2,500,000.00
Total	$	100,000,000.00

-1

SCHEDULE 1.2
to
Loan and Security Agreement

IMMATERIAL SUBSIDIARIES

1.	National Healthcare of Cullman, Inc.
2.	Garland Managed Care Organization, Inc.
3.	River Park Hospital, LLC
4.	Providence Radiologic Services, LLC
5.	Providence MRI Associates, LLC

-1

SCHEDULE 8.5.1
to
Loan and Security Agreement

DEPOSIT ACCOUNTS

Subject Grantor Name /	Bank/Securities Intermediary
Account Name	Name and Address	Account Type	Account Number
Capella HC/Farmington PCA Physicians	American Express	Merchant Card Processing	*
Capella HC/Min Area	American Express	Merchant Card Processing	*
Capella Healthcare, Inc.	Bank of America (“BofA”)	Non-Medicare/Medicaid	* **
Capella Healthcare, Inc.	BofA	Non-Medicare/Medicaid	* **
Capella Healthcare, Inc.	BofA	Non-Medicare/Medicaid	* **
Capella Healthcare, Inc.	BofA	Credit Card	* **
Capella Healthcare, Inc.	BofA	Non-Medicare/Medicaid	* **
Capella Healthcare, Inc.	BofA	Lockbox Non-Medicare/Medicaid	* **
Capella Healthcare, Inc.	BofA	Non-Medicare/Medicaid	* **
Capella Healthcare, Inc.	BofA	Medicare/Medicaid	*
Capella Healthcare, Inc.	BofA	Medicare/Medicaid	*
Capella Healthcare, Inc.	BofA	Managed Care	*
Capella Healthcare, Inc.	BofA	Disbursement Accounts	*
Capella Healthcare, Inc.	BofA	Disbursement Accounts	*
Capella Healthcare, Inc.	BofA	Payroll Tax/Employee Benefits	*
Capella Healthcare, Inc.	BofA	Payroll Tax/Employee Benefits	*
Capella Healthcare, Inc.	BofA	Payroll Tax/Employee Benefits	*
Capella Healthcare, Inc.	BofA	Payroll Tax/Employee Benefits	*
Capella Healthcare, Inc.	BofA	Payroll Tax/Employee Benefits	*
Capella Healthcare, Inc.	BofA	Payroll Tax/Employee Benefits	*
Capital Medical Center	West Coast Bank	CMC B&O Tax Account	*
Capital Medical Center	BofA	Depository Account (Both Medicare/Medicaid and Non-Medicare/Medicaid)	* **

1-1

Subject Grantor Name /	Bank/Securities Intermediary
Account Name	Name and Address	Account Type	Account Number
Capital Medical Center	BofA	Accounts Payable	*
Capital Medical Center	BofA	AP Special Handle Account	*
Capital Medical Center	BofA	Payroll	*
Capital Medical Center	BofA	OFM	*
Capital Medical Center	Sterling Savings	Elma Clinic	*
Capital Medical Center	West Coast Bank	MOB Security Deposit Acct.	*
Capital Medical Center	West Coast Bank	MOB	*
Capital Medical Center	Sterling Savings	Hospitalists	*
Capital Medical Center	West Coast Bank	Occupational Medicine	*
Central Billing Office (Capella)	SunTrust	Merchant Card Processing	*
Columbia Capital Medical Center	BofA	Lockbox (Medicare/Medicaid and Non-Medicare/Medicaid	* **
Farmington Clinic Company, LLC	BofA	Direct Deposit Account with Lockbox (Non-Medicare/Medicaid)	* **
Farmington Clinic Company, LLC	First State Community Bank	Direct Deposit Account with Lockbox (Medicare/Medicaid)	*
Farmington Missouri Hospital Company, LLC	Key Merchant	Merchant Card Processing	*
Farmington Missouri Hospital Company, LLC	BofA	Direct Deposit Account with Lockbox (Non-Medicare/Medicaid)	* **
Farmington Missouri Hospital Company, LLC	BofA	Direct Deposit Account with Lockbox (Non-Medicare/Medicaid)	* **
Farmington Missouri Hospital Company, LLC	KeyBank	Direct Deposit Account with Lockbox (Medicare/Medicaid and Non-Medicare/Medicaid)	*
Farmington Missouri Hospital Company, LLC	First State Community Bank	Direct Deposit Account Non-Medicare/Medicaid	*
Farmington PCA Physicians	SunTrust	Merchant Card Processing	*
Grandview Physician Group, LLC (f/k/a Grandview Cardiology, LLC)	BofA	Non-Medicare/Medicaid	* **

1-2

Subject Grantor Name /	Bank/Securities Intermediary
Account Name	Name and Address	Account Type	Account Number
Grandview Physicians Group LLC	US Bank	Non-Medicare/Medicaid and Medicare/Medicaid	*
Hartselle Behavioral Health	US Bank	Non-Medicare/Medicaid	*
Hartselle Behavioral Health	Bank Independent	Non-Medicare/Medicaid	*
Hartselle Medical Center	BofA	Disbursement Account	*
Hartselle Medical Center	BofA	Disbursement Account	*
Hot Springs National Hospital	BofA	AP Checking	*
Hot Springs National Hospital	BofA	Payroll Checking	*
Hot Springs National Park Hospital	BofA	SBA Checking	*
Jacksonville Medical Professional Services, LLC	Regions Bank	Depository (Non-Medicare/Medicaid and Medicare/Medicaid)	*
Jacksonville Surgical and Medical Affiliates, LLC	Regions Bank	Depository (Non-Medicare/Medicaid and Medicare and Medicaid)	*
Jacksonville Surgical and Medical Affiliates, LLC	Regions Bank	Depository (Non-Medicare/Medicaid and Medicare and Medicaid)	*
Jacksonville Surgical and Medical Affiliates, LLC	US Bank	Depository (Non- Medicare/Medicaid and Medicare and Medicaid)	*
Millard-Henry Clinic (St. Mary’s Physician Services, LLC)	BofA	Direct Deposit Account Non-Medicare/Medicaid	* **
Millard-Henry Clinic (St. Mary’s Physician Services, LLC)	BofA	Direct Deposit Account with Lockbox (Non-Medicare/Medicaid)	* **
Mineral Area Medicine	SunTrust	Merchant Card Processing	*
Mineral Area Orthopedics	SunTrust	Merchant Card Processing	*
Mineral Area Regional	SunTrust	Merchant Card Processing	*
Mineral Area Regional MC	SunTrust	Merchant Card Processing	*
Mineral Area Regional MC	First State Financial Mgmt	Stock/Money Market	*
Mineral Area Regional MC	BofA	Disbursement — AP	*

1-3

Subject Grantor Name /	Bank/Securities Intermediary
Account Name	Name and Address	Account Type	Account Number
Mineral Area RMC	BofA	Disbursement — Payroll	*
Mineral Area Surgical	SunTrust	Merchant Card Processing	*
Mineral Area Urology	SunTrust	Merchant Card Processing	*
Muskogee Immediate Care, Inc.	Bank of Oklahoma	Non-Medicare/Medicaid	*
Muskogee Immediate Care, Inc.	Banc First	Non-Medicare/Medicaid	*
Muskogee Medical and Surgical Associates LLC	US Bank	Lockbox (Medicare/Medicaid and Non-Medicare/Medicaid)	*
Muskogee Physician Group LLC, The Women’s Center	BofA	Non-Medicare/Medicaid	* **
Muskogee Physician Group, LLC	BofA	Lockbox for all Payments including Medicare/Medicaid	* **
Muskogee Regional Medical Center, LLC	BofA	Non-Medicare/Medicaid	* **
Muskogee Regional Medical Center, LLC	BofA	Non-Medicare/Medicaid	* **
Muskogee Regional Medical Center, LLC	BofA	Disbursement Accounts	*
Muskogee Regional Medical Center, LLC	BofA	Disbursement Accounts	*
Muskogee Regional Medical Center, LLC	BofA	Disbursement Accounts	*
Muskogee Regional Medical Center, LLC	BofA	Disbursement Accounts	*
Muskogee Regional Medical Center, LLC	BofA	Payroll Tax/Employee Benefits	*
National Healthcare of Decatur, Inc.	Progress Bank	Non-Medicare/Medicaid	*
National Healthcare of Decatur, Inc.	BofA	Direct Deposit Account with Lockbox Non-Medicare/Medicaid	* **
National Healthcare of Decatur, Inc.	BofA	Disbursement Account	*
National Healthcare of Decatur, Inc.	BofA	Disbursement Account	* **

1-4

Subject Grantor Name /	Bank/Securities Intermediary
Account Name	Name and Address	Account Type	Account Number
National Healthcare of Hartselle, Inc.	BofA	Direct Deposit Account with Lockbox Non-Medicare/Medicaid	*
National Healthcare of Hartselle, Inc.	Bank Independent	Direct Deposit Account Non-Medicare/Medicaid	* **
National Park Medical Center	BofA	Non-Medicare/Medicaid Depository	* **
National Park Medical Center	BofA	Lockbox Non-Medicare/Medicaid	* **
National Park Physician Services LLC	BofA	Lockbox Non-Medicare/Medicaid	*
Parkway Medical Clinic, Inc. d/b/a Milestone Pediatrics at Parkway	Progress Bank	Non-Medicare/Medicaid	*
Parkway Medical Clinic, Inc. d/b/a Milestone Pediatrics at Parkway	US Bank	EFTs	*
Parkway Medical Clinic, Inc. d/b/a North Alabama Workers Care	US Bank	EFTs	*
Parkway Medical Clinic, Inc. d/b/a Urogynecology of North Alabama	Progress Bank	Non-Medicare/Medicaid	*
Parkway Medical Clinic, Inc. d/b/a Urogynecology of North Alabama	US Bank	Medicare/Medicaid	*
Pilot Knob Primary Care (Mineral Area Regional Medical Center)	SunTrust	Merchant Card Processing	*
Providence MRI Associates LLC	Bank of Oklahoma	Sweep Account for #881010492 (Non-Medicare/Medicaid)	*
Providence MRI Associates, L.L.C.	Bank of Oklahoma	Non-Medicare/Medicaid	*
Providence Physicians Group, Inc.	First National Bank	Non-Medicare/Medicaid	*
Providence Radiologic Services, L.L.C.	Bank of Oklahoma	Non-Medicare/Medicaid	*

1-5

Subject Grantor Name /	Bank/Securities Intermediary
Account Name	Name and Address	Account Type	Account Number
Providence Radiologic Services, L.L.C.	First National Bank	Non-Medicare/Medicaid	*
QHG of Jacksonville	BofA	Disbursement Account	*
QHG of Jacksonville - Jacksonville Medical Center	Regions	Non-Medicare/Medicaid	*
River Park Hospital, Inc.	BofA	Non-Medicare/Medicaid	* **
River Park Hospital, Inc.	Regions Bank (McMinnville, TN)	Non-Medicare/Medicaid	*
River Park Hospital, Inc.	BofA	Disbursement Accounts	*
River Park Hospital, Inc.	BofA	Disbursement Accounts	*
River Park Physicians Group, LLC	US Bank	Depository Account Non-Medicare/Medicaid	*
Russellville Holdings, LLC — St. Mary’s Regional Medical Center	BofA	Direct Deposit Account with Lockbox (Non-Medicare/Medicaid)	* **
Russellville Holdings, LLC — St. Mary’s Regional Medical Center	BofA	Direct Deposit Account Non-Medicare/Medicaid	* **
Russellville Holdings, LLC — St. Mary’s Regional Medical Center-Home Care	BofA	Direct Deposit Account Non-Medicare/Medicaid	* **
Russellville Holdings, LLC — St. Mary’s Wellness/Fitness Center	Simmons First Bank	Direct Deposit Account Non-Medicare/Medicaid	*
Russellville Holdings, LLC — Valley Health Services of Hector	Simmons First Bank	Direct Deposit Account Non-Medicare/Medicaid	*
Russellville Holdings, LLC — Valley Health Services of Hector	Bank of the Ozarks	Direct Deposit Account with Lockbox (Non-Medicare/Medicaid)	*
Saint Mary’s Physician Services LLC	US Bank	Non-Medicare/Medicaid	*
Saint Mary’s Regional Medical Center	BofA	Disbursement Account	*
Saint Mary’s Regional Medical Center	BofA	Disbursement Account	*
Saint Mary’s Regional Medical Center	BofA	Disbursement Account	*

1-6

Subject Grantor Name /	Bank/Securities Intermediary
Account Name	Name and Address	Account Type	Account Number
Sequatchie Valley Urology (Levine)	US Bank	Non-Medicare/Medicaid and Medicare/Medicaid	* **
Sequatchie Valley Urology, LLC	BofA	Non-Medicare/Medicaid	*
Sippo Physician Practice (Mineral Area Regional Medical Center)	SunTrust	Merchant Card Processing	*
Southwestern Emergency Department Physicians, LLC	Arvest Bank (Lawton, OK)	Non-Medicare/Medicaid	*
Southwestern Medical Center	BofA	All COID—Athena Deposits	* **
Southwestern Medical Center	BofA	Workers Compensation	*
Southwestern Medical Center, LLC	BofA	Non-Medicare/Medicaid	* **
Southwestern Medical Center, LLC	BofA	Lockbox	* **
Southwestern Medical Center, LLC	Liberty National Bank	Non-Medicare/Medicaid	*
Southwestern Medical Center, LLC	BofA	Disbursement Accounts	*
Southwestern Medical Center, LLC	BofA	Disbursement Accounts	*
Southwestern Medical Center, LLC	BofA	Payroll Tax/Employee Benefits	*
Southwestern Neurosurgery Physicians, LLC	BofA	Non-Medicare/Medicaid	* **
Southwestern Physician Services LLC	BofA	Non-Medicare/Medicaid	* **
Southwestern Surgical Affiliates LLC	US Bank	Non-Medicare/Medicaid	*
SP Acquisition Corp.	BofA	Non-Medicare/Medicaid	* **
SP Acquisition Corp.	First Volunteer Bank (Jasper, TN)	Non-Medicare/Medicaid	*
SP Acquisition Corp.	BofA	Disbursement Accounts	*
SP Acquisition Corp.	BofA	Disbursement Accounts	*

1-7

Subject Grantor Name /	Bank/Securities Intermediary
Account Name	Name and Address	Account Type	Account Number
Sparta Hospital Corporation — White County Hospital	BofA	Direct Deposit Account with Lockbox Non-Medicare/Medicaid and Medicare/Medicaid	* **
Sparta Hospital Corporation — White County Hospital	BofA	Direct Deposit Account with Lockbox Non-Medicare/Medicaid and Medicare/Medicaid	* **
Sparta Hospital Corporation — White County Hospital	US Bank	Direct Deposit Account Non-Medicare/Medicaid	*
Sumski Physician Practice (Mineral Area Regional Medical Center)	SunTrust	Merchant Card Processing	*
White County Community Hospital	BofA	A/P Cash Disbursements	*
White County Community Hospital	BofA	P/R Cash Disbursements	*
White County Physician Services, LLC	Key Bank	Direct Deposit Account Non-Medicare/Medicaid	*
White County Physician Services, LLC	US Bank	Direct Deposit Account Non-Medicare/Medicaid	*
White County Physician Services, LLC	US Bank	Athena (Both Medicare/Medicaid and Non-Medicare/Medicaid)	*
Willamette Valley Clinics	Wells Fargo	Direct Deposit Account Non-Medicare/Medicaid	*
Willamette Valley Clinics LLC	US Bank	Lockbox (Both Medicare/Medicaid and Non-Medicare/Medicaid)	*
Willamette Valley Medical Center	BofA	Disbursement	*
Willamette Valley Medical Center	BofA	Disbursement	*
Willamette Valley Medical Center LLC	BofA	Disbursement—Payroll	*
Willamette Valley Medical Center, LLC	BofA	Direct Deposit Account with Lockbox Non-Medicare/Medicaid	* **
Willamette Valley Medical Center, LLC	BofA	Direct Deposit Account Non-Medicare/Medicaid	* **

1-8

Subject Grantor Name /	Bank/Securities Intermediary
Account Name	Name and Address	Account Type	Account Number
Willamette Valley Medical Center, LLC	Wells Fargo	Non-Medicare/Medicaid	*
Williams Physician Practice (Mineral Area Regional Medical Center)	SunTrust	Merchant Card Processing	*
Zereik Physician Practice (Mineral Area Regional Medical Center)	SunTrust	Merchant Card Processing	*

** Accounts that will be subject to Control Agreement with Bank of America at Closing.

1-9

SCHEDULE 8.5.2
to
Loan and Security Agreement

CASH MANAGEMENT SYSTEM

See schedule 8.5.1.

2-1

SCHEDULE 8.5.5
to
Loan and Security Agreement

CREDIT CARD ARRANGEMENTS

1. Capella Healthcare, Inc.: Bank of America Deposit Account Number * used for Credit Card Deposits.

2. US Buyer Initiated Payments Services Agreement between American Express Travel Related Services Company Incorporated and Capella Healthcare, Inc. dated December 30, 2009.

5-1

SCHEDULE 8.6.1
to
Loan and Security Agreement

BUSINESS LOCATIONS

Credit Party	Location of Chief Executive Office	Location of Books and Records
Capella Healthcare, Inc.	Two Corporate Centre 501 Corporate Centre Drive Suite 200 Franklin, TN 37067- 2662	N/A
Capella Holdings of Oklahoma, LLC	Two Corporate Centre 501 Corporate Centre Drive Suite 200 Franklin, TN 37067- 2662	300 Rockefeller Drive Muskogee, OK 74401
Capital Medical Center Holdings, LLC	Two Corporate Centre 501 Corporate Centre Drive Suite 200 Franklin, TN 37067- 2662	3900 Capital Mall Drive SW Olympia, WA 98502
Capital Medical Center Partner, LLC	Two Corporate Centre 501 Corporate Centre Drive Suite 200 Franklin, TN 37067- 2662	3900 Capital Mall Drive SW Olympia, WA 98502
Capital Medical Center Physicians, LLC	Two Corporate Centre 501 Corporate Centre Drive Suite 200 Franklin, TN 37067- 2662	3900 Capital Mall Drive SW Olympia, WA 98502
CMCH Holdings, LLC	Two Corporate Centre 501 Corporate Centre Drive Suite 200 Franklin, TN 37067- 2662	3900 Capital Mall Drive SW Olympia, WA 98502
Columbia Capital Medical Center Limited Partnership	Two Corporate Centre 501 Corporate Centre Drive Suite 200 Franklin, TN 37067- 2662	3900 Capital Mall Drive SW Olympia, WA 98502
Columbia Medical Group — South Pittsburg, Inc.	Two Corporate Centre 501 Corporate Centre Drive Suite 200 Franklin, TN 37067- 2662	1000 Highway 28 Jasper, TN 37347

1-1

Credit Party	Location of Chief Executive Office	Location of Books and Records
Columbia Olympia Management, Inc.	Two Corporate Centre 501 Corporate Centre Drive Suite 200 Franklin, TN 37067- 2662	3900 Capital Mall Drive SW Olympia, WA 98502
Cullman County Medical Clinic, Inc.	Two Corporate Centre 501 Corporate Centre Drive Suite 200 Franklin, TN 37067- 2662	1719 Main Street Cullman, AL 35055
Cullman Hospital Corporation	Two Corporate Centre 501 Corporate Centre Drive Suite 200 Franklin, TN 37067- 2662	1719 Main Street Cullman, AL 35055
Cullman Surgery Venture Corp.	Two Corporate Centre 501 Corporate Centre Drive Suite 200 Franklin, TN 37067- 2662	1719 Main Street Cullman, AL 35055
Farmington Clinic Company, LLC	Two Corporate Centre 501 Corporate Centre Drive Suite 200 Franklin, TN 37067- 2662	1212 Weber Road Farmington, MO 63640
Farmington Heart & Vascular Center, LLC	Two Corporate Centre 501 Corporate Centre Drive Suite 200 Franklin, TN 37067- 2662	1212 Weber Road Farmington, MO 63640
Farmington Hospital Corporation	Two Corporate Centre 501 Corporate Centre Drive Suite 200 Franklin, TN 37067- 2662	1212 Weber Road Farmington, MO 63640
Farmington Missouri Hospital Company, LLC	Two Corporate Centre 501 Corporate Centre Drive Suite 200 Franklin, TN 37067- 2662	1212 Weber Road Farmington, MO 63640
Grandview Physician Group, LLC (f/k/a Grandview Cardiology, LLC)	Two Corporate Centre 501 Corporate Centre Drive Suite 200 Franklin, TN 37067- 2662	1000 Highway 28 Jasper, TN 37347
Hartselle Physicians, Inc.	Two Corporate Centre 501 Corporate Centre Drive Suite 200 Franklin, TN 37067- 2662	201 Pine St. NW, Hartselle, Alabama 35640
Hot Springs National Park Hospital Holdings, LLC	Two Corporate Centre 501 Corporate Centre Drive Suite 200 Franklin, TN 37067- 2662	1910 Malvern Avenue Hot Springs, AR 71901

1-2

Credit Party	Location of Chief Executive Office	Location of Books and Records
Jacksonville Medical Professional Services, LLC	Two Corporate Centre 501 Corporate Centre Drive Suite 200 Franklin, TN 37067- 2662	1701 Pelham Road, South Jacksonville, Alabama 35265
Jacksonville Surgical and Medical Affiliates, LLC	Two Corporate Centre 501 Corporate Centre Drive Suite 200 Franklin, TN 37067- 2662	1701 Pelham Road, South Jacksonville, Alabama 35265
Lawton Holdings, LLC	Two Corporate Centre 501 Corporate Centre Drive Suite 200 Franklin, TN 37067- 2662	5602 S.W. Lee Boulevard Lawton, OK 73505
Mineral Area Pharmacy and Durable Medical Equipment, LLC	Two Corporate Centre 501 Corporate Centre Drive Suite 200 Franklin, TN 37067- 2662	1212 Weber Road Farmington, MO 63640
Muskogee Holdings, LLC	Two Corporate Centre 501 Corporate Centre Drive Suite 200 Franklin, TN 37067- 2662	300 Rockefeller Drive Muskogee, OK 74401
Muskogee Medical and Surgical Associates, LLC	Two Corporate Centre 501 Corporate Centre Drive Suite 200 Franklin, TN 37067- 2662	300 Rockefeller Drive Muskogee, OK 74401
Muskogee Physician Group, LLC	Two Corporate Centre 501 Corporate Centre Drive Suite 200 Franklin, TN 37067- 2662	300 Rockefeller Drive Muskogee, OK 74401
Muskogee Regional Medical Center, LLC	Two Corporate Centre 501 Corporate Centre Drive Suite 200 Franklin, TN 37067- 2662	300 Rockefeller Drive Muskogee, OK 74401
National Healthcare of Decatur, Inc.	Two Corporate Centre 501 Corporate Centre Drive Suite 200 Franklin, TN 37067- 2662	1874 Beltline Road Decatur, Alabama 35601
National Healthcare of Hartselle, Inc.	Two Corporate Centre 501 Corporate Centre Drive Suite 200 Franklin, TN 37067- 2662	201 Pine St. NW, Hartselle, Alabama 35640
National Park Cardiology Services, LLC	Two Corporate Centre 501 Corporate Centre Drive Suite 200 Franklin, TN 37067- 2662	1910 Malvern Avenue Hot Springs, AR 71901

1-3

Credit Party	Location of Chief Executive Office	Location of Books and Records
National Park Physician Services, LLC	Two Corporate Centre 501 Corporate Centre Drive Suite 200 Franklin, TN 37067- 2662	1910 Malvern Avenue Hot Springs, AR 71901
National Park Real Property, LLC	Two Corporate Centre 501 Corporate Centre Drive Suite 200 Franklin, TN 37067- 2662	1910 Malvern Avenue Hot Springs, AR 71901
NPMC, Home Health, LLC	Two Corporate Centre 501 Corporate Centre Drive Suite 200 Franklin, TN 37067- 2662	1910 Malvern Avenue Hot Springs, AR 71901
NPMC, LLC	Two Corporate Centre 501 Corporate Centre Drive Suite 200 Franklin, TN 37067- 2662	1910 Malvern Avenue Hot Springs, AR 71901
NPMC Holdings, LLC	Two Corporate Centre 501 Corporate Centre Drive Suite 200 Franklin, TN 37067- 2662	1910 Malvern Avenue Hot Springs, AR 71901
Oregon Healthcorp, LLC	Two Corporate Centre 501 Corporate Centre Drive Suite 200 Franklin, TN 37067- 2662	2700 SE Stratus Ave McMinnville, OR 97128
Parkway Medical Clinic, Inc.	Two Corporate Centre 501 Corporate Centre Drive Suite 200 Franklin, TN 37067- 2662	1874 Beltline Road Decatur, Alabama 35601
QHG of Jacksonville, Inc.	Two Corporate Centre 501 Corporate Centre Drive Suite 200 Franklin, TN 37067- 2662	1701 Pelham Road, South Jacksonville, Alabama 35265
River Park Hospital, Inc.	Two Corporate Centre 501 Corporate Centre Drive Suite 200 Franklin, TN 37067- 2662	1559 Sparta Street McMinnville, TN 37110
River Park Hospitalists, LLC	Two Corporate Centre 501 Corporate Centre Drive Suite 200 Franklin, TN 37067- 2662	1559 Sparta Street McMinnville, TN 37110
River Park Physician Group, LLC	Two Corporate Centre 501 Corporate Centre Drive Suite 200 Franklin, TN 37067- 2662	1559 Sparta Street McMinnville, TN 37110

1-4

Credit Party	Location of Chief Executive Office	Location of Books and Records
Russellville Holdings, LLC	Two Corporate Centre 501 Corporate Centre Drive Suite 200 Franklin, TN 37067- 2662	1808 West Main Street Russellville, AR 72801
Sequatchie Valley Urology, LLC	Two Corporate Centre 501 Corporate Centre Drive Suite 200 Franklin, TN 37067- 2662	1000 Highway 28 Jasper, TN 37347
Southwestern Emergency Department Physician Services, LLC	Two Corporate Centre 501 Corporate Centre Drive Suite 200 Franklin, TN 37067- 2662	5602 S.W. Lee Boulevard Lawton, OK 73505
Southwestern Medical Center, LLC	Two Corporate Centre 501 Corporate Centre Drive Suite 200 Franklin, TN 37067- 2662	5602 S.W. Lee Boulevard Lawton, OK 73505
Southwestern Neurosurgery Physicians, LLC	Two Corporate Centre 501 Corporate Centre Drive Suite 200 Franklin, TN 37067- 2662	5602 S.W. Lee Boulevard Lawton, OK 73505
Southwestern Physician Services, LLC	Two Corporate Centre 501 Corporate Centre Drive Suite 200 Franklin, TN 37067- 2662	5602 S.W. Lee Boulevard Lawton, OK 73505
Southwestern Surgical Affiliates, LLC	Two Corporate Centre 501 Corporate Centre Drive Suite 200 Franklin, TN 37067- 2662	5602 S.W. Lee Boulevard Lawton, OK 73505
SP Acquisition Corp.	Two Corporate Centre 501 Corporate Centre Drive Suite 200 Franklin, TN 37067- 2662	1000 Highway 28 Jasper, TN 37347
Sparta Hospital Corporation	Two Corporate Centre 501 Corporate Centre Drive Suite 200 Franklin, TN 37067- 2662	401 Sewell Road Sparta, TN 38583
St. Mary’s Holdings, LLC	Two Corporate Centre 501 Corporate Centre Drive Suite 200 Franklin, TN 37067- 2662	1808 West Main Street Russellville, AR 72801
St. Mary’s Physician Services, LLC	Two Corporate Centre 501 Corporate Centre Drive Suite 200 Franklin, TN 37067- 2662	1808 West Main Street Russellville, AR 72801

1-5

Credit Party	Location of Chief Executive Office	Location of Books and Records
St. Mary’s Real Property, LLC	Two Corporate Centre 501 Corporate Centre Drive Suite 200 Franklin, TN 37067- 2662	1808 West Main Street Russellville, AR 72801
Western Washington Healthcare, LLC	Two Corporate Centre 501 Corporate Centre Drive, Suite 200 Franklin, TN 37067-2662	3900 Capital Mall Drive SW Olympia, WA 98502
White County Community Hospital, LLC	Two Corporate Centre 501 Corporate Centre Drive Suite 200 Franklin, TN 37067- 2662	401 Sewell Road Sparta, TN 38583
White County Physician Services, LLC	Two Corporate Centre 501 Corporate Centre Drive Suite 200 Franklin, TN 37067- 2662	401 Sewell Road Sparta, TN 38583
Willamette Valley Clinics, LLC	Two Corporate Centre 501 Corporate Centre Drive Suite 200 Franklin, TN 37067- 2662	2700 SE Stratus Ave McMinnville, OR 97128
Willamette Valley Medical Center, LLC	Two Corporate Centre 501 Corporate Centre Drive Suite 200 Franklin, TN 37067- 2662	2700 SE Stratus Ave McMinnville, OR 97128
WPC Holdco, LLC	Two Corporate Centre 501 Corporate Centre Drive Suite 200 Franklin, TN 37067- 2662	3900 Capital Mall Drive SW Olympia, WA 98502

1-6

SCHEDULE 9.1.4
to
Loan and Security Agreement

NAMES AND CAPITAL STRUCTURE

1. The corporate names and jurisdictions of incorporation of each Borrower and Subsidiary are as follows:

BORROWERS

	Jurisdiction of		Organizational	Federal Tax
	Organization & Type	Foreign	Identification	Identification
Entity	of Organization	Qualifications	Number	Number
Capella Healthcare, Inc.	Delaware, Corporation	Tennessee, Missouri	3956565	20-2767829
Capella Holdings of Oklahoma, LLC	Delaware, Limited Liability Company	Oklahoma	4288637	20-8308250
Capital Medical Center Holdings, LLC	Delaware, Limited Liability Company	N/A	4020383	14-1936331
Capital Medical Center Partner, LLC	Delaware, Limited Liability Company	Tennessee, Washington	3145410	62-1805349
CMCH Holdings, LLC	Delaware, Limited Liability Company	N/A	4640071	26-4088312
Columbia Medical Group — South Pittsburg, Inc.	Tennessee, Corporation	N/A	0311135	62-1639105
Columbia Olympia Management, Inc.	Delaware, Corporation	Washington	2746287	62-1690140

4-1

	Jurisdiction of		Organizational	Federal Tax
	Organization & Type	Foreign	Identification	Identification
Entity	of Organization	Qualifications	Number	Number
Cullman County Medical Clinic, Inc.	Alabama, Corporation	N/A	170-000	63-1138503
Cullman Hospital Corporation	Alabama, Corporation	N/A	175-703	63-1157234
Cullman Surgery Venture Corp.	Delaware, Corporation	N/A	3521594	74-3042199
Farmington Clinic Company, LLC	Missouri, Limited Liability Company	N/A	LC0735241	20-4795191
Farmington Heart & Vascular Center, LLC	Delaware, Limited Liability Company	Missouri	4725968	27-0888641
Farmington Hospital Corporation	Missouri, Corporation	N/A	00735137	20-4795037
Farmington Missouri Hospital Company, LLC	Missouri, Limited Liability Company	N/A	LC0735224	20-4795132
Grandview Physician Group, LLC	Tennessee, Limited Liability Company	N/A	0488559	32-0142836
Hartselle Physicians, Inc.	Alabama, Corporation	N/A	180-461	63-1173620
Jacksonville Medical Professional Services, LLC	Delaware, Limited Liability Company	Alabama	4257865	20-5957808
Jacksonville Surgical and Medical Affiliates, LLC	Delaware, Limited Liability Company	Alabama	4593826	26-3311350
Lawton Holdings, LLC	Delaware, Limited Liability Company	N/A	4640127	26-4088357

4-2

	Jurisdiction of		Organizational	Federal Tax
	Organization & Type	Foreign	Identification	Identification
Entity	of Organization	Qualifications	Number	Number
Mineral Area Pharmacy and Durable Medical Equipment, LLC	Missouri, Limited Liability Company	N/A	LC0739029	20-4890756
Muskogee Holdings, LLC	Delaware, Limited Liability Company	N/A	4639520	26-4088158
Muskogee Medical and Surgical Associates, LLC	Delaware, Limited Liability Company	Oklahoma	4664095	26-4445694
Muskogee Physician Group, LLC	Delaware, Limited Liability Company	Oklahoma	4295698	20-8493666
Muskogee Regional Medical Center, LLC	Delaware, Limited Liability Company	Oklahoma	4288639	20-8308340
National Healthcare of Decatur, Inc.	Delaware, Corporation	Alabama	2091878	63-0928790
National Healthcare of Hartselle, Inc.	Delaware, Corporation	Alabama	2091884	63-0928787
National Park Cardiology Services, LLC	Delaware, Limited Liability Company	Arkansas	4661114	26-4446655
National Park Physician Services, LLC	Delaware, Limited Liability Company	Arkansas	2964329	62-1762445
NPMC, LLC	Delaware, Limited Liability Company	Arkansas	4134021	20-4599508
NPMC Holdings, LLC	Delaware, Limited Liability Company	N/A	4639513	26-4088237

4-3

	Jurisdiction of		Organizational	Federal Tax
	Organization & Type	Foreign	Identification	Identification
Entity	of Organization	Qualifications	Number	Number
NPMC, Home Health, LLC	Delaware, Limited Liability Company	Arkansas	4300295	20-8449844
Oregon Healthcorp, LLC	Delaware, Limited Liability Company	Oregon	3000990	62-1769632
Parkway Medical Clinic, Inc.	Alabama, Corporation	N/A	170-167	63-1138502
QHG of Jacksonville, Inc.	Alabama, Corporation	N/A	179-471	62-1637909
River Park Hospital, Inc.	Tennessee, Corporation	N/A	0026722	62-0811451
River Park Hospitalists, LLC	Tennessee, Limited Liability Company	N/A	0489648	03-0557520
River Park Physician Group, LLC	Delaware, Limited Liability Company	Tennessee	4536868	26-3798779
Russellville Holdings, LLC	Delaware, Limited Liability Company	Arkansas	3000959	62-1771866
Sequatchie Valley Urology, LLC	Tennessee, Limited Liability Company	N/A	0489224	32-0142834
Southwestern Emergency Department Physician Services, LLC	Oklahoma, Limited Liability Company	N/A	3500702384	13-4229397
Southwestern Medical Center, LLC	Delaware, Limited Liability Company	Oklahoma	2955708	62-1757662

4-4

	Jurisdiction of		Organizational		Federal Tax
	Organization & Type	Foreign	Identification		Identification
Entity	of Organization	Qualifications	Number		Number
Southwestern Neurosurgery Physicians, LLC	Oklahoma, Limited Liability Company	N/A		3512037174		20-1084297
Southwestern Physician Services, LLC	Oklahoma, Limited Liability Company	N/A		3500702383		57-1141094
Southwestern Surgical Affiliates, LLC	Delaware, Limited Liability Company	Oklahoma		4593828		26-3311227
SP Acquisition Corp.	Tennessee, Corporation	N/A		0188298		62-1321262
Sparta Hospital Corporation	Tennessee, Corporation	N/A		0287819		62-1587742
St. Mary’s Holdings, LLC	Delaware, Limited Liability Company	N/A		4639514		26-4088270
St. Mary’s Physician Services, LLC	Delaware, Limited Liability Company	Arkansas		3000975		62-1769626
St. Mary’s Real Property, LLC	Delaware, Limited Liability Company	Arkansas		2964555		62-1762460
Western Washington Healthcare, LLC	Washington, Limited Liability Company	N/A		602 405 282		20-1275656
Willamette Valley Clinics, LLC	Delaware, Limited Liability Company	Oregon		2989347		62-1766695
Willamette Valley Medical Center, LLC	Delaware, Limited Liability Company	Oregon		2964656		62-1762552
WPC Holdco, LLC	Delaware, Limited Liability Company	Washington		3330911		62-1839545

4-5

CREDIT SUPPORT PARTIES

	Jurisdiction of		Organizational		Federal Tax
	Organization & Type	Foreign	Identification		Identification
Credit Support Party	of Organization	Qualifications	Number		Number
Capital Medical Center Physicians, LLC	Delaware, Limited Liability Company	Washington		4621885		26-3756673
Columbia Capital Medical Center Limited Partnership	Washington, Limited Partnership	N/A		601-787-087		62-1689675
Hot Springs National Park Hospital Holdings, LLC	Delaware, Limited Liability Company	Arkansas		3000927		62-1769635
National Park Real Property, LLC	Delaware, Limited Liability Company	Arkansas		2964565		62-1762465
White County Community Hospital, LLC	Delaware, Limited Liability Company	Tennessee		4717332		62-0723955
White County Physician Services, LLC	Tennessee, Limited Liability Company	N/A		0308425		62-0836897

4-6

IMMATERIAL SUBSIDIARIES

	Jurisdiction of		Organizational		Federal Tax
	Organization & Type	Foreign	Identification		Identification
Immaterial Subsidiary	of Organization	Qualifications	Number		Number
Garland Managed Care Organization, Inc.	Arizona; Corporation	N/A		165113		75-2794499
National Healthcare of Cullman, Inc.	Delaware; Corporation	Alabama		726143050		63-0928788
River Park Hospital, LLC	Delaware; Limited Liability Company	N/A		4427900		N/A
Providence MRI Associates, LLC	Oklahoma; Limited Liability Company	N/A		3512093327		N/A
Providence Radiologic Services, LLC	Oklahoma; Limited Liability Company	N/A		3500588331		N/A

4-7

2. The authorized and issued Equity Interests, and the record holders of Equity Interests of each Borrower and Subsidiary are as follows:

	Type of Equity	Issued and
	Interests;	Outstanding
	Authorized	Interests;
Entity	Interests	Options; Warrants	Owner	Percentage
Capella Healthcare, Inc.	Common	100 Common	Capella Holdings, Inc.		100	%
Capella Holdings of Oklahoma, LLC	LLC	N/A	Muskogee Holdings, LLC		100	%
Capital Medical Center Holdings, LLC	LLC	N/A	CMCH Holdings, LLC		100	%
Capital Medical Center Partner, LLC	LLC	N/A	Capital Medical Center Holdings, LLC		100	%
Capital Medical Center Physicians, LLC	LLC	N/A	Columbia Capital Medical Center Limited Partnership		100	%
CMCH Holdings, LLC	LLC	N/A	Capella Healthcare, Inc.		100	%
Columbia Capital Medical Center Limited Partnership	LP	N/A	Capital Medical Center Holdings, LLC		39.7	%
			Capital Medical Center Partner, LLC		48.55	%
	LP		Columbia Olympia Management, Inc.		1.0	%
	GP GP		WPC Holdco, LLC		1.0	%
Columbia Medical Group-South Pittsburg, Inc.	Common	1000 Common	SP Acquisition Corp.		100	%
Columbia Olympia Management, Inc.	Common	1000 Common	Capital Medical Center Holdings, LLC		100	%
Cullman County Medical Clinic, Inc.	Common	1000 Common	Capella Healthcare, Inc.		100	%
Cullman Hospital Corporation	Common	1 Common	Capella Healthcare, Inc.		100	%
Cullman Surgery Venture Corp.	Common	1000 Common	Cullman Hospital Corporation		100	%
Farmington Clinic Company, LLC	LLC	N/A	Farmington Hospital Corporation		100	%

4-8

	Type of Equity	Issued and
	Interests;	Outstanding
	Authorized	Interests;
Entity	Interests	Options; Warrants	Owner	Percentage
Farmington Heart & Vascular Center, LLC	LLC	N/A	Farmington Missouri Hospital Company, LLC		100	%
Farmington Hospital Corporation	Common	1000 Common	Capella Healthcare, Inc.		100	%
Farmington Missouri Hospital Company, LLC	LLC	N/A	Farmington Hospital Corporation		100	%
Garland Managed Care Organization, Inc.	Common	500 Common	NPMC Holdings, LLC		100	%
Grandview Physician Group, LLC (f/k/a Grandview Cardiology, LLC)	LLC	N/A	SP Acquisition Corp.		100	%
Hartselle Physicians, Inc.	Common	1000 Common	Capella Healthcare, Inc.		100	%
Hot Springs National Park Hospital Holdings, LLC	LLC	N/A	NPMC Holdings, LLC		94.87	%
Jacksonville Medical Professional Services, LLC	LLC	N/A	QHG of Jacksonville, Inc.		100	%
Jacksonville Surgical and Medical Affiliates, LLC	LLC	N/A	QHG of Jacksonville, Inc.		100	%
Lawton Holdings, LLC	LLC	N/A	Capella Healthcare, Inc.		100	%
Mineral Area Pharmacy and Durable Medical Equipment, LLC	LLC	N/A	Farmington Hospital Corporation		100	%
Muskogee Holdings, LLC	LLC	N/A	Capella Healthcare, Inc.		100	%
Muskogee Medical and Surgical Associates, LLC	LLC	N/A	Muskogee Regional Medical Center, LLC		100	%
Muskogee Physician Group, LLC	LLC	N/A	Muskogee Regional Medical Center, LLC		100	%
Muskogee Regional Medical Center, LLC	LLC	N/A	Capella Holdings of Oklahoma, LLC		100	%
National Healthcare of Cullman, Inc.	Common	1000 Common	Cullman Hospital Corporation		100	%
National Healthcare of Decatur, Inc.	Common	1000 Common	Capella Healthcare, Inc.		100	%
National Healthcare of Hartselle, Inc.	Common	1000 Common	Capella Healthcare, Inc.		100	%
National Park Cardiology Services, LLC	LLC	N/A	NPMC Holdings, LLC		100	%
National Park Physician Services, LLC	LLC	N/A	NPMC Holdings, LLC		100	%
NPMC Holdings, LLC	LLC	N/A	Capella Healthcare, Inc.		100	%

4-9

	Type of Equity	Issued and
	Interests;	Outstanding
	Authorized	Interests;
Entity	Interests	Options; Warrants	Owner	Percentage
NPMC Home Health, LLC	LLC	N/A	NPMC Holdings, LLC		100	%
NPMC, LLC	LLC	N/A	NPMC Holdings, LLC		100	%
Oregon Healthcorp, LLC	LLC	N/A	Capella Healthcare, Inc.		100	%
Parkway Medical Clinic, Inc.	Common	1000 Common	Capella Healthcare, Inc.		100	%
Providence MRI Associates, L.L.C.	LLC	N/A	Providence Radiologic Services, L.C.		100	%
Providence Radiologic Services, L.C.	LLC	N/A	Muskogee Regional Medical Center, LLC		100	%
QHG of Jacksonville, Inc.	Common	1000 Common	Capella Healthcare, Inc.		100	%
River Park Hospital, Inc.	Common	8,900 Common	Capella Healthcare, Inc.		100	%
River Park Hospital, LLC	LLC	N/A	River Park Hospital, Inc.		100	%
River Park Hospitalists, LLC	LLC	N/A	River Park Hospital, Inc.		100	%
River Park Physician Group, LLC	LLC	N/A	River Park Hospital, Inc.		100	%
Russellville Holdings, LLC	LLC	N/A	St. Mary’s Holdings, LLC		100	%
Sequatchie Valley Urology LLC	LLC	N/A	SP Acquisition Corp.		100	%
Southwestern Emergency Department Physician Services, LLC	LLC	N/A	Southwestern Medical Center, LLC		100	%
Southwestern Medical Center, LLC	LLC	N/A	Lawton Holdings, LLC		100	%
Southwestern Neurosurgery Physicians, LLC	LLC	N/A	Southwestern Medical Center, LLC		100	%
Southwestern Physician Services, LLC	LLC	N/A	Southwestern Medical Center, LLC		100	%
Southwestern Surgical Affiliates LLC	LLC	N/A	Southwestern Medical Center, LLC		100	%
SP Acquisition Corp.	Common	1000 Common	Capella Healthcare, Inc.		100	%
Sparta Hospital Corporation	Common	1000 Common	Capella Healthcare, Inc.		100	%
St. Mary’s Holdings, LLC	LLC	N/A	Capella Healthcare, Inc.		100	%
St. Mary’s Physician Services, LLC	LLC	N/A	Russellville Holdings, LLC		100	%
St. Mary’s Real Property, LLC	LLC	N/A	Russellville Holdings, LLC		100	%

4-10

	Type of Equity	Issued and
	Interests;	Outstanding
	Authorized	Interests;
Entity	Interests	Options; Warrants	Owner	Percentage
Western Washington Healthcare, LLC	LLC	N/A	Columbia Olympia Management, Inc.		100	%
White County Community Hospital, LLC	LLC	N/A	Sparta Hospital Corporation		83.8	%
White County Physician Services, LLC	Common	1000 Common	White County Community Hospital, LLC		99	%
			Sparta Hospital Corporation		1	%
Willamette Valley Clinics, LLC	LLC	N/A	Oregon Healthcorp, LLC		100	%
Willamette Valley Medical Center, LLC	LLC	N/A	Oregon Healthcorp, LLC		100	%
WPC Holdco, LLC	LLC	N/A	Capital Medical Center Holdings, LLC		100	%

3.	All agreements binding on holders of Equity Interests of Borrowers and Subsidiaries with respect to such interests are as follows:
	None.
4.	In the five years preceding the Closing Date, no Borrower or Subsidiary has acquired any substantial assets from any other Person nor been the surviving entity in a merger or combination, except:

• Capella Healthcare, Inc.’s Acquisition by Lease of Muskogee Regional Medical Center from Muskogee Medical Center Authority and the acquisition of certain related subsidiaries, dated April 3, 2007;

• Capella Healthcare, Inc.’s Acquisition of Ownership Interests of Cullman County Medical Clinic, Inc., Cullman Hospital Corporation, National Healthcare of Decatur, Inc., Parkway Medical Clinic, Inc., National Healthcare of Hartselle, Inc., Hartselle Physicians, Inc., Hot Spring National Park Hospital Holdings, LLC, National Park Physician Services, LLC, Garland Managed Care Organization, Inc., NPMC, LLC, NPMC, Home Health, LLC, Russellville Holdings, LLC, St. Mary’s Real Property, LLC, Farmington Hospital Corporation, Oregon Healthcorp, LLC, Sparta Hospital Corporation, White County Physician Services, Inc., QHG of Jacksonville, Inc., Jacksonville Medical Professional Services, LLC and subsidiaries including National Healthcare of Cullman, Inc., Cullman Surgery Venture Corp., HealthSouth/Woodlands Surgery Center of Cullman, LLC, National Park Real Property, LLC, St. Mary’s Physician

4-11

	Services, LLC, Farmington Missouri Hospital Company, LLC, Farmington Clinic Company, LLC and Mineral Area Pharmacy and Durable Medical Equipment, LLC from CHS/Community Health Systems, Inc., dated February 29, 2008;
•	Muskogee Regional Medical Center, LLC’s Acquisition of Membership Interest of Muskogee Imaging, LLC in Providence Radiologic Services, LC to become the 100% owner, dated November 1, 2007;
•	Providence Radiologic Services, LC’s Acquisition of Membership Interest of Muskogee Imaging, LLC in Providence MRI Associates, LLC to become the 100% owner, dated November 1, 2007;
•	River Park Hospital, Inc. Purchase of the Assets of Middle Tennessee Surgical Care from Middle Tennessee Surgical Care, LLC and Progroup G.P., dated December 1, 2006;
•	Capital Medical Center Physician, LLC Acquisition of Olympia Family Medicine from Olympia Family Medicine, Inc. P.S., Michael R. Boyd, M.D., Stephen C. Albrech, M.D., and Laurence C Schadt, M.D. dated December 31, 2008; and
•	Capella Healthcare, Inc.’s Acquisition from HCA, Inc. of SP Acquisition Corp., Columbia Medical Group—South Pittsburg, Inc., Sequatchie Valley Urology, LLC, Grandview Cardiology, LLC, River Park Hospital, Inc., Southwestern Medical Center, LLC, Columbia Capital Medical Center Limited Partnership, Western Washington Healthcare, LLC, North Monroe Professionals Management, LLC and subsidiaries including River Park Hospitalists, LLC, Southwestern Emergency Department Physician Services, LLC, Southwestern Neurosurgery Physicians, LLC and Southwestern Physician Services, LLC dated November 30, 2005.

4-12

SCHEDULE 9.1.11
to
Loan and Security Agreement

PATENTS, TRADEMARKS, COPYRIGHTS AND LICENSES

1. PATENTS

None.

2. COPYRIGHTS

None.

3. TRADEMARKS

ARKANSAS STATE REGISTRATIONS
OWNED BY HOT SPRINGS NATIONAL PARK HOSPITAL HOLDINGS, LLC

			Registration
Trademark Name	Application Number		Number		Status	Goods Services
NPMC (and cross design)		800007088		800007088	Registered March 28, 2003	Medical services (Arkansas Class 10)
THE REGIONAL HEART CENTER (and design)		500000777		500000777	Registered January 29, 1998	Medical services (Arkansas Class 44).

11-1

FEDERAL REGISTRATIONS OWNED
BY CAPELLA HEALTHCARE, INC.

Trademark Name	Application Number	Registration Number		Status	Goods Services
CAPELLA HEALTHCARE	78/656,426		3,179,810	Registered December 5, 2006	Healthcare services (Class 44).

FEDERAL REGISTRATIONS OWNED
BY HOT SPRINGS NATIONAL PARK HOSPITAL HOLDINGS, LLC

Trademark Name	Application Number	Registration Number		Status	Goods Services
	74/725,484		2,297,200	Registered December 7, 1999	Healthcare services (Class 42).
NPMC	74/725,483		1,987,274	Registered July 16, 1996	Healthcare services (Class 42).

11-2

FEDERAL REGISTRATIONS OWNED
BY WILLAMETTE VALLEY MEDICAL CENTER, LLC

Trademark Name	Application Number	Registration Number		Status	Goods Services
COMMUNITY RADIOLOGY CENTER	77/152,805		3,314,963	Registered October 16, 2007	Hospitals (Class 44).
McMINNVILLE FIRST MED CLINIC	77/154,170		3,400,934	Registered March 25, 2008	Hospitals (Class 44).
NORTHWEST PHYSICAL MEDICINE	77/299,186		3,444,763	Registered June 10, 2008	Hospitals (Class 44).
WILLAMETTE VALLEY CANCER CENTER	77/152,671		3,361,683	Registered January 1, 2008	Hospitals (Class 44).
WILLAMETTE VALLEY CANCER FOUNDATION	77/152,723		3,314,962	Registered October 16, 2007	Charitable fund raising (Class 36).
WILLAMETTE VALLEY MEDICAL CENTER	77/152,663		3,361,682	Registered January 1, 2008	Hospitals (Class 44).

11-3

4. LICENSES

Borrowers’ and Subsidiaries’ licenses (other than routine business licenses, authorizing them to transact business in local jurisdictions):

1. Data Processing Management Services Agreement between HCA Information Technology & Services, Inc. and Capella Healthcare, Inc. dated November 30, 2005.

2. Information Technology Transition Services Agreement between Community Health Systems Professional Services Corporation and Capella Healthcare, Inc.

3. Microsoft Select Agreement for Capella Healthcare.

11-4

SCHEDULE 9.1.14
to
Loan and Security Agreement

ENVIRONMENTAL MATTERS

None.

14-1

SCHEDULE 9.1.15
to
Loan and Security Agreement

RESTRICTIVE AGREEMENTS

Columbia Capital

1. Cash Management and Revolving Credit Loan Agreement dated as of October 1, 2008, by and between Columbia Capital Medical Center Limited Partnership and Capella Healthcare, Inc.

2. Amended and Restated Demand Promissory Note dated October 1, 2008 from Columbia Capital Medical Center Limited Partnership in favor of the Company in the stated principal amount of $10,000,000

3. Security Agreement dated as of October 1, 2008, by and between Columbia Capital Medical Center Limited Partnership and Capella Healthcare, Inc.

4. Amended and Restated Promissory Note dated October 1, 2008 from Columbia Capital Medical Center Limited Partnership in favor of the Company in the stated principal amount of $42,131,605

White County

1. Cash Management and Revolving Credit Loan Agreement dated as of August 31, 2009, by and between White County Community Hospital, LLC and Capella Healthcare, Inc.

2. Demand Promissory Note dated August 31, 2009 from White County Community Hospital, LLC in favor of the Company in the stated principal amount of $10,000,000,

3. Security Agreement dated as of August 31, 2009, by and between White County Community Hospital, LLC and Capella Healthcare, Inc.

4. Promissory Note dated August 31, 2008 from White County Community Hospital, LLC in favor of the Company in the stated principal amount of $4,480,000.

15-1

SCHEDULE 9.1.16
to
Loan and Security Agreement

LITIGATION

1. LITIGATION: None.

2. COMMERCIAL TORT CLAIMS: None.

16-1

SCHEDULE 9.1.18
to
Loan and Security Agreement

PENSION PLAN DISCLOSURES

None.

18-1

SCHEDULE 9.1.20
to
Loan and Security Agreement

LABOR CONTRACTS

Borrowers and Subsidiaries are party to the following collective bargaining agreements:

Parties	Type of Agreement	Term of Agreement
Capital Medical Center and United Staff Nurses Union Local 141 UFCW	Collective Bargaining Agreement	November 2007- October 2010
Capital Medical Center and United Service Workers Union Local 21 Collective Bargaining Agreement October 2009	September 2012	Capital Medical Center and United Service Workers Union Local 21 Collective Bargaining Agreement October 2009

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SCHEDULE 10.2.1
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Loan and Security Agreement

EXISTING DEBT

1. Guaranty by Muskogee Regional Medical Center of approximately $140,000 in loans provided to Muskogee Surgical Investors, LLC by HealthSouth Corporation.

2. Indebtedness with respect to equipment financings described on Schedule 10.2.2 below.

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SCHEDULE 10.2.2
to
Loan and Security Agreement

EXISTING LIENS

Liens evidenced by the filings listed below:

Debtor	Secured Party	Brief Description of Collateral
Capella Healthcare, Inc.	General Electric Company	Specified Philips Medical Equipment located in Cullman, AL
Capella Healthcare, Inc.	General Electric Company	Specified Axis equipment
Capella Healthcare, Inc.	General Electric Company	Specified Lorad equipment
Capella Healthcare, Inc.	General Electric Capital Corporation	Specified Konica Minolta equipment
Capella Healthcare, Inc.	Siemens Financial Services, Inc.	Specified Siemens equipment
Columbia Capital Medical Center Limited Partnership	Capella Healthcare, Inc.	All assets
Columbia Capital Medical Center Limited Partnership	Siemens Financial Services, Inc.	Specified equipment
Columbia Capital Medical Center Limited Partnership	Siemens Financial Services, Inc.	Specified equipment
Farmington Missouri Hospital Company, LLC	General Electric Capital Corporation	Specified GE equipment
Parkway Medical Clinic, Inc.	GE Healthcare	Specified GEHC equipment
River Park Hospital, Inc.	General Electric Capital Corporation	Specified GE equipment
River Park Hospital, Inc.	AGFA Finance Corporation	Specified equipment
River Park Hospital, Inc.	Siemens Healthcare Diagnostics Inc.	Specified equipment located in McMinnville, TN
River Park Hospital, Inc.	Siemens Diagnostics Finance Co LLC	Specified equipment
Russellville Holdings, LLC	Olympus America Inc.	Specified equipment

2-1

Debtor	Secured Party	Brief Description of Collateral
Russellville Holdings, LLC	CIT Technology Financing Services I LLC	Specified equipment
Southwestern Medical Center, LLC	Dade Behring, Inc.	Specified instrument located in Lawton, OK
SP Acquisition Corp.	General Electric Capital Corporation	Specified GE equipment
SP Acquisition Corporation	Dade Behring, Inc.	Specified equipment located in Jasper, TN
Sparta Hospital Corporation	Siemens Diagnostics Finance Co. LLC	Specified equipment located in Sparta, TN
White County Community Hospital, LLC	Capella Healthcare, Inc.	All assets.
White County Community Hospital, LLC	Americorp Financial, LLC	Specified equipment
Willamette Valley Medical Center, LLC	General Electric Capital Corporation	Specified Carinal Alaris equipment
Willamette Valley Medical Center, LLC	Siemens Financial Services, Inc.	Equipment covered under Secured Party Agreement

2-2

SCHEDULE 10.2.5
to
Loan and Security Agreement

EXISTING INVESTMENTS

None.

5-1

SCHEDULE 10.2.17
to
Loan and Security Agreement

EXISTING AFFILIATE TRANSACTIONS

1.	Senior Management Agreement by and among Capella Holdings, Inc., Capella Healthcare, Inc. and Daniel S. Slipkovich
2.	Amendment No. 1 to Senior Management Agreement by and among Capella Holdings, Inc., Capella Healthcare, Inc., Daniel S. Slipkovich and GTCR Fund VIII, L.P., dated as of May 12, 2006
3.	Senior Management Agreement by and among Capella Holdings, Inc., Capella Healthcare, Inc. and James Thomas Anderson
4.	Amendment No. 1 to Senior Management Agreement by and among Capella Holdings, Inc., Capella Healthcare, Inc., James Thomas Anderson and GTCR Fund VIII, L.P., dated as of May 12, 2006
5.	Senior Management Agreement by and among Capella Holdings, Inc., Capella Healthcare, Inc. and David Andrew Slusser
6.	Amendment No. 1 to Senior Management Agreement by and among Capella Holdings, Inc., Capella Healthcare, Inc. and David Andrew Slusser, dated as of May 12, 2006
7.	Senior Management Agreement by and among Capella Holdings, Inc., Capella Healthcare, Inc. and Michael Wiechart, dated as of May 26, 2009
8.	Senior Management Agreement by and among Capella Holdings, Inc., Capella Healthcare, Inc. and Howard T. Wall, III, dated as of November 7, 2005
9.	Amendment No. 1 to Senior Management Agreement by and among Capella Holdings, Inc., Capella Healthcare, Inc., Howard T. Wall, III and GTCR Fund VIII, L.P., dated as of May 12, 2006
10.	Senior Management Agreement by and among Capella Holdings, Inc., Capella Healthcare, Inc. and Denise Wilder Warren, dated as of October 17, 2005
11.	Amendment No. 1 to Senior Management Agreement by and among Capella Holdings, Inc., Capella Healthcare, Inc., Denise Wilder Warren and GTCR Fund VIII, L.P., dated as of May 12, 2006
12.	Professional Services Agreement, between GTCR Golder Rauner II, LLC and Capella Healthcare, Inc., dated as of May 4, 2005
13.	Amendment No. 1 to Professional Services Agreement between GTCR Golder Rauner II, LLC and Capella Healthcare, Inc., dated as of November 30, 2005

17-1

14.	Senior Management Agreement among Capella Holdings, Inc., Capella Healthcare, Inc. and Steve Brumfield, dated as of February 17, 2006
15.	Senior Management Agreement among Capella Holdings, Inc., Capella Healthcare, Inc. and Robert Wampler, dated as of January 2, 2007.

17-2

EX-10.10

EXHIBIT 10.10

FORM OF JOINDER AGREEMENT

     This JOINDER AGREEMENT, dated as of _______________ ___, ______ (this “Joinder Agreement”; capitalized terms used herein without definition have the meanings provided in Article I), is entered into by each of CAPELLA HEALTHCARE, INC., a Delaware corporation (the “Company”), CERTAIN BORROWING SUBSIDIARIES (each an “Existing Borrower” and together with the Company, collectively “Existing Borrowers”), CERTAIN GUARANTYING SUBSIDIARIES (each an “Existing Guarantor” and collectively, “Existing Guarantors”) and [NEW SUBSIDARY], a ____________________ [limited liability company/corporation/partnership] (the “Additional Borrower”), to and for the benefit of BANK OF AMERICA, N.A., as agent (in such capacity, the “Agent”) for the Lenders.

RECITALS

     WHEREAS, pursuant to (i) the Loan and Security Agreement, dated as of June 28, 2010 (as the same may be amended, supplemented or otherwise modified from time to time, the “Loan Agreement”), among the Company, the Existing Borrowers, the Existing Guarantors, the Lenders party thereto from time to time, and the Agent and (ii) the other Loan Documents referred to therein, the Secured Parties have agreed to make Credit Extensions and other extensions of credit to or for the benefit of the Loan Parties;

     WHEREAS, pursuant to Section 7.3.3 of the Loan Agreement, the Company and the other Existing Borrowers and Existing Guarantors have agreed to cause the Additional Borrower to execute and deliver this Joinder Agreement and to become a Borrower, a Guarantor and a Credit Party under the Loan Agreement and Security Documents as provided in this Joinder Agreement;

     WHEREAS, the obligations of the Lenders to make Credit Extensions to the Additional Borrower and to continue to make Credit Extensions to the Existing Borrowers under the Loan Agreement are conditioned upon, among other things, the execution and delivery of this Joinder Agreement by the Additional Borrower;

     WHEREAS, the Additional Borrower and the Existing Borrowers and the Existing Guarantors will derive substantial direct and indirect benefit from the Credit Extensions under the Loan Documents to be made or issued by the Lenders and the Issuing Bank to or for the benefit of the Existing Borrowers and/or the Additional Borrower and the other financial accommodations to the Borrowers and their respective Subsidiaries as may be made available by the Secured Parties; and

     WHEREAS, the Additional Borrower is willing to become a Borrower, a Guarantor and a Credit Party under the Loan Documents as hereinafter provided in order to obtain such benefits;

     NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agree, for the benefit of each Secured Party, as follows:

ARTICLE I
DEFINITIONS

          1.01. Loan Agreement Definitions. Capitalized terms used in this Joinder Agreement and not otherwise defined herein have the meanings specified in Section 1.1 of the Loan Agreement.

          1.02. Construction. The rules of construction specified in Sections 1.2 through 1.4 of the Loan Agreement also apply to this Joinder Agreement.

1

ARTICLE II
JOINDER AGREEMENTS; SUPPLEMENTS

          2.01. Loan Agreement. The Additional Borrower agrees to, and does hereby, become a “Borrower”, a “Guarantor” and a “Credit Party” under the Loan Agreement, become bound by the Loan Agreement with the same force and effect as if it were an original party to the Loan Agreement. Each party hereto hereby acknowledges and agrees that each reference in the Loan Agreement to a “Borrower,” a “Guarantor” or a “Credit Party” shall also mean and be a reference to the Additional Borrower.

          2.02. Guaranty. Without limiting the generality of the foregoing, subject to and in accordance with the terms and conditions of Section 15 of the Loan Agreement, the Additional Borrower hereby guarantees all Obligations of each Credit Party to the Secured Parties arising under the Loan Agreement and any other Loan Document.

          2.03. Security Interests. Without limiting the generality of the foregoing, subject to and in accordance with the terms and conditions of Section 7 of the Loan Agreement, the Additional Borrower hereby assigns and pledges to the Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Agent, its successors and assigns, for the ratable benefit of the Secured Parties, as security for the payment or performance in full of the Obligations of the Additional Borrower, a security interest in all right, title and interest of the Additional Borrower in, to and under any and all of the Collateral now owned or at any time hereafter acquired by such Additional Borrower or in which such Additional Borrower now has or at any time in the future may acquire any right, title or interest.

          2.04. Representations and Warranties. The Additional Borrower represents, warrants, acknowledges and affirms with respect to itself and its properties, that each of the representations and warranties contained in the Loan Agreement and the other Loan Documents as it relates to the Additional Borrower is true and correct in all material respects as of the date hereof, with the same effect as though such representation had been made on and as of the date hereof after giving effect to the joinder of the Additional Borrower as an additional Subsidiary, Guarantor and Credit Party under the Loan Agreement and the other Loan Documents.

          2.05. Loan Documents. The Additional Borrower (a) agrees to be obligated and bound by all the terms, provisions and covenants under each of the Loan Documents which are binding on each Existing Borrower and each Existing Guarantor and (b) represents and warrants that each of the representations and warranties contained in the Loan Agreement as it relates to the Additional Borrower is true and correct in all material respects as of the date hereof, with the same effect as though such representations had been made on and as of the date hereof after giving effect to the joinder of the Additional Borrower as a Borrower, a Guarantor and a Credit Party under the Loan Agreement.

          2.06. Acknowledgement. The Company, each Existing Borrower and each Existing Guarantor, hereby acknowledges and consents to the Loan Documents, as supplemented by this Joinder Agreement, and confirms and ratifies in all respects the Obligations of each such Borrower and each Guarantor under the Loan Agreement, as so supplemented, which shall remain in full force and effect. The Company and each Guarantor hereby (i) confirms and ratifies in all respects its Obligations under the guaranty set forth in Section 15 of the Loan Agreement, and (ii) acknowledges and agrees that such guaranty obligations remain in full force and effect, enforceable against the Company in accordance with their terms.

          2.07. Borrower Agent. The Additional Borrower hereby appoints the Company as representative and agent for all purposes under the Loan Documents as further specified in Section 4.4 of the Loan Agreement.

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Joinder Agreement

ARTICLE III
DELIVERIES

          3.01. Deliveries. The following items are delivered to the Agent herewith, each of which shall be in form and substance reasonably satisfactory to the Agent. The obligation of the Issuing Bank and each Lender to make Credit Extensions to the Additional Borrower or any further Credit Extensions to the Existing Borrowers is subject to the satisfaction or waiver of the following conditions.

               (a) The Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Senior Officer of the signing Credit Party, if applicable, each dated as of the date hereof (or, in the case of certificates of governmental officials, a recent date before the date hereof) and each in form and substance reasonably satisfactory to the Agent and each of the Required Lenders:

(i)	executed counterparts of this Joinder Agreement;
(ii)	revised Notes executed by the Borrowers in favor of each Lender that received a Note on the Closing Date or requests a Note in connection herewith;
(iii)	with respect to the Additional Borrower, Agent shall have received, in proper form for filing or recording, all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens;
(iv)	Agent shall have received duly executed amendments and joinders for each existing Government Receivables Deposit Account, Private Deposit Account, Concentration Account and related lockbox to include the Deposit Accounts of the Additional Borrower, or new Deposit Account Control Agreements for the Deposit Accounts of the Additional Borrower, in form and substance, and with financial institutions, satisfactory to Agent, in each case to the extent required under the Loan Agreement;
(v)	Agent shall have received a certificate, in form and substance satisfactory to it, from a knowledgeable Senior Officer of the Borrower Agent certifying that, after giving effect to the Joinder Agreement, (i) the Credit Parties, taken as a whole, are Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 9 are true and correct; and (iv) each Credit Party has complied with all agreements and conditions to be satisfied by it under the Loan Documents;
(vi)	Agent shall have received a certificate of a duly authorized officer of the Additional Borrower, certifying (i) that attached copies of the Additional Borrower’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of this Joinder Agreement is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified, revoked or contradicted by any other resolution; and (iii) to the title,

3
Joinder Agreement

	name and signature of each Person authorized to sign the Joinder Agreement and other Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the Additional Borrower in writing;
(vii)	Agent shall have received a written opinion of Waller Lansden Dortch & Davis, LLP as counsel to the Credit Parties, in form and substance reasonably satisfactory to Agent;
(viii)	Agent shall have received copies of the charter documents of the Additional Borrower, certified by the Secretary of State or other appropriate official of the Additional Borrower’s jurisdiction of organization. Agent shall have received good standing certificates for the Additional Borrower, issued by the Secretary of State or other appropriate official of such Credit Party’s jurisdiction of organization and each jurisdiction where the Additional Borrower’s conduct of business or ownership of Property necessitates qualification;
(ix)	Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by the Additional Borrower, all in compliance with the Loan Documents;
(x)	Agent shall have completed its business, financial and legal due diligence of the Additional Borrower. No event or condition shall have occurred since August 10, 2010 that has had or could reasonably be expected to have a Material Adverse Effect;
(xi)	Borrowers shall have paid all fees and expenses to be paid to Agent and Lenders on the date hereof; and

               (b) all requisite material governmental authorizations and third party consents and approvals necessary in connection with entering into this Joinder Agreement and the other Loan Documents by the Additional Borrower shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect; all applicable waiting periods for governmental authorizations in connection therewith shall have expired without any action being taken by any Governmental Authority, and no Law shall be applicable in the judgment of the Agent, in each case that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them.

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Joinder Agreement

ARTICLE IV
MISCELLANEOUS

          4.01. Notices. All notices and other communications provided for hereunder shall be in writing and mailed, delivered or transmitted by telecopies to each party hereto at the address set forth in Section 14.3 of the Loan Agreement (with any notice to the Additional Borrower being delivered to it in care of the Company). All such notices and other communications shall be deemed to be given or made at the times provided in Section 14.3 of the Loan Agreement.

          4.02. Amendments, etc.; Successors and Assigns.

               (a) No amendment to or waiver of any provision of this Joinder Agreement or of the Loan Documents, as supplemented by this Joinder Agreement, nor consent to any departure by the Additional Borrower herefrom or therefrom, shall in any event be effective unless the same shall be in writing and signed by the Agent and, with respect to any such amendment, by the Additional Borrower or the Company on behalf of the Additional Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

               (b) This Joinder Agreement and each other instrument delivered in connection herewith or therewith shall be deemed to be a “Loan Document” under the Loan Agreement, and each of this Joinder Agreement and the other Loan Documents, as supplemented by this Joinder Agreement, shall be binding upon the Additional Borrower and its successors, transferees and assigns and shall inure to the benefit of the Agent and each other Secured Party and their respective successors, transferees and assigns; provided, however, that the Additional Borrower may not assign its obligations hereunder or under any of the Loan Documents, as supplemented by this Joinder Agreement, without the prior written consent of the Agent and any Lenders required under the Loan Agreement.

          4.03. Survival of Agreement. All covenants, agreements, representations and warranties made by the Additional Borrower in each Loan Document, as supplemented by this Joinder Agreement, and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Joinder Agreement or any other Loan Document shall be considered to have been relied upon by the Secured Parties and shall survive the execution and delivery of this Joinder Agreement, regardless of any investigation made by the Agent or any Lender or on its behalf and notwithstanding that the Agent, the Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Loan Agreement, and shall continue in full force and effect (provided that all representations and warranties shall be as of the date made or deemed made) until Full Payment of the Obligations.

          4.04. Agent Appointed Attorney-in-Fact. The Additional Borrower hereby appoints the Agent the attorney-in-fact of the Additional Borrower for the purpose of carrying out the provisions of Section 8.7 of the Loan Agreement and, upon the occurrence and during the continuance of an Event of Default, taking any action and executing any instrument that the Agent may deem necessary or advisable to accomplish the purposes thereof, which appointment is irrevocable and coupled with an interest, all as provided in Section 8.7 of the Loan Agreement.

          4.05. Waivers. No failure or delay by the Agent or any other Secured Party in exercising any right, power or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy, or any abandonment or discontinuance of steps to enforce such a right, power or remedy, preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The rights, powers and remedies of the Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights, powers or remedies that they would otherwise have. Without limiting

5
Joinder Agreement

the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time. No notice or demand on any Credit Party in any case shall entitle any Credit Party to any other or further notice or demand in similar or other circumstances.

          4.06. Severability. If any provision of this Joinder Agreement or any other Loan Document, as supplemented by this Joinder Agreement, is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Joinder Agreement or such other Loan Document shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions, with valid provisions, the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

          4.07. Counterparts, Integration, Effectiveness. This Joinder Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Joinder Agreement and the other Loan Documents, as supplemented by this Joinder Agreement, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Joinder Agreement shall become effective as to the Additional Borrower when it shall have been executed by the Additional Borrower and when the Agent shall have received counterparts hereof bearing the signature of the Additional Borrower. Delivery of an executed counterpart of a signature page of this Joinder Agreement by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Joinder Agreement.

          4.08. Headings. Article and Section headings used herein are for the purpose of reference only, are not part of this Joinder Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Joinder Agreement.

          4.09. GOVERNING LAW; JURISDICTION; ETC.

               (a) GOVERNING LAW. THIS JOINDER AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

               (b) SUBMISSION TO JURISDICTION; WAIVER OF VENUE; SERVICE OF PROCESS; WAIVER OF JURY TRIAL. Sections 14.15 and 14.16 of the Loan Agreement are incorporated herein by reference, as though restated herein in their entirety.

          4.10. ENTIRE AGREEMENT. THIS JOINDER AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS SUPPLEMENTED BY THIS JOINDER AGREEMENT, AND THE OTHER INSTRUMENTS DELIVERED IN ACCORDANCE HEREWITH AND THEREWITH, REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES OR BY PRIOR OR CONTEMPORANEOUS WRITTEN AGREEMENTS. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

          4.11. USA PATRIOT ACT. The Agent and Lenders hereby notify the Additional Borrower that pursuant to the requirements of the Patriot Act, the Agent and Lenders are required to obtain, verify and record information that identifies the Additional Borrower, including its legal name,

6
Joinder Agreement

address, tax ID number and other information that will allow Agent and Lenders to identify it in accordance with the Patriot Act. The Agent and Lenders will also require information regarding each personal guarantor, if any, and may require information regarding Borrowers’ management and owners, such as legal name, address, social security number and date of birth.

[Signature Pages Follow.]

7
Joinder Agreement

     IN WITNESS WHEREOF, the parties hereto have duly executed this Joinder Agreement as of the day and year first above written.

ADDITIONAL BORROWER [NEW SUBSIDIARY], a ____________________ [limited liability company/corporation/partnership]
By:
	Name:	Denise W. Warren
	Title:	Vice President and Treasurer
	Address:	Capella Healthcare, Inc. 501 Corporate Centre Drive, Suite 200 Franklin, Tennessee 37067-2662 Attn: Denise W. Warren

EXISTING BORROWERS: CAPELLA HEALTHCARE, INC., a Delaware corporation
By:
	Name:	Denise W. Warren
	Title:	Senior Vice President, CFO and Treasurer
	Address:	Capella Healthcare, Inc. 501 Corporate Centre Drive, Suite 200 Franklin, Tennessee 37067-2662 Attn: Denise W. Warren

[CURRENT LIST OF SUBSIDIARY BORROWERS]
By:
	Name:	Denise W. Warren
	Title:	Vice President and Treasurer
	Address:	Capella Healthcare, Inc. 501 Corporate Centre Drive, Suite 200 Franklin, Tennessee 37067-2662 Attn: Denise W. Warren

Signature Page
Joinder Agreement

AGENT: BANK OF AMERICA, N.A., as Agent
By:
	Name:	Steven L. Hipsman
	Title:	Senior Vice President
	Address:	Bank of America, N.A. 300 Galleria Parkway, Suite 800 Atlanta, Georgia 30339 Attention: Portfolio Manager Facsimile: 404.607.3277

Signature Page
Joinder Agreement

ACKNOWLEDGMENT:

     Each Credit Support Party hereby acknowledges receipt of, and consents to, the Joinder Agreement and confirms and agrees that (i) the Additional Borrower shall become a party to and be obligated and bound by all the terms, provisions and covenants under each of the Loan Documents and (ii) all Obligations of the Additional Borrower shall be “Secured Obligations” as defined in the Joint Venture Subsidiary Security Documents.

CREDIT SUPPORT PARTIES: [LIST OF CURRENT CREDIT SUPPORT PARTIES]
By:
	Name:	Denise W. Warren
	Title:	Vice President and Treasurer
	Address:	Capella Healthcare, Inc. 501 Corporate Centre Drive, Suite 200 Franklin, Tennessee 37067-2662 Attn: Denise W. Warren

Signature Page
Joinder Agreement

EX-10.11

EXHIBIT 10.11

SENIOR MANAGEMENT AGREEMENT

          THIS SENIOR MANAGEMENT AGREEMENT (this “Agreement”) is made as of May 4, 2005, by and among Capella Holdings, Inc., a Delaware corporation (the “Company”), Capella Healthcare, Inc., a Delaware corporation (“Employer”), and Daniel S. Slipkovich (“Executive”). This Agreement shall become effective as of the Employment Date (as defined below).

          The Company and Executive desire to enter into an agreement pursuant to which Executive will purchase from the Company, and the Company will sell to Executive, up to 1,172.749 shares of the Company’s Cumulative Redeemable Preferred Stock (the “Preferred Stock”), and 4,880,521 shares of the Company’s Common Stock (the “Common Stock”). All Preferred Stock and Common Stock acquired by Executive are referred to herein as “Executive Securities.” Certain definitions are set forth in Section 9 of this Agreement.

          The Company, Employer and Executive mutually desire to enter into an agreement pursuant to which Employer will employ Executive.

          The execution and delivery of this Agreement by the Company and Executive is a condition to the purchase of Preferred Stock and Common Stock by GTCR Golder Rauner II, L.L.C. (“GTCR II”) or any other investment fund managed by GTCR II or GTCR Golder Rauner, L.L.C. (collectively, the “Investors”, and each, an “Investor”) pursuant to a Stock Purchase Agreement between the Company and the Investors dated as of the date hereof (the “Purchase Agreement”). Certain provisions of this Agreement are intended for the benefit of, and will be enforceable by, the Investors.

          NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

PROVISIONS RELATING TO EXECUTIVE SECURITIES

          1. Purchase and Sale of Executive Securities.

          (a) At the Initial Closing (as defined in the Purchase Agreement), Executive will purchase, and the Company will sell, 4,880,521 shares of Common Stock at a price of $0.08 per share. The Company will deliver to Executive a copy of the certificate(s) representing such shares of Common Stock, and Executive will deliver to the Company a cashier’s or certified check or wire transfer of immediately available funds in an aggregate amount equal to $390,442.00 as payment for such shares of Common Stock.

          (b) Upon the purchase from time to time by the Investors of shares of Preferred Stock pursuant to Section 1B of the Purchase Agreement, Executive will purchase, and the Company will sell, up to an aggregate of 1,172.749 shares of Preferred Stock at a price of 51.000 per share. The number of shares of Preferred Stock to be sold by the Company and

purchased by Executive at any time shall equal (i) 1,172.749 shares of Preferred Stock, multiplied by (ii) a fraction (A) the numerator of which will be the number of shares of Preferred Stock to be concurrently purchased by the Investors and (B) the denominator of which will be 196,000.000. The Company will deliver to Executive copies of the certificates representing such Executive Securities in exchange for a purchase price equal to $1,000 per share for each share of Preferred Stock multiplied by the number of such shares so purchased by Executive.

          (c) 4,581,350 of the shares of Common Stock acquired pursuant to Section 1(a) above are referred to herein as the “Carried Common Stock.” The remaining shares of Common Stock that are acquired pursuant to Section 1(a) above are referred to herein as the “Co-Invest Common Stock.” All Preferred Stock and the Co-Invest Common Stock acquired by Executive hereunder are referred to herein as the “Co-Invest Stock.”

          (d) Within 30 days after the purchase of any Carried Common Stock hereunder (including, without limitation, upon the execution hereof), Executive will make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in the form of Exhibit A attached hereto.

          (e) Until released upon the occurrence of a Sale of the Company or a Public Offering as provided below, all stock certificates evidencing Executive Securities shall be held by the Company for the benefit of Executive and the other holder(s) of Executive Securities. Upon the occurrence of a Sale of the Company, the Company will return all stock certificates evidencing Executive Securities to the record holders thereof. Upon the consummation of a Public Offering, the Company will return to the record holders thereof stock certificates evidencing the Co-Invest Stock and the Vested Carried Common Stock.

          (f) In connection with the purchase and sale of the Executive Securities, Executive represents and warrants to the Company that:

          (i) The Executive Securities to be acquired by Executive pursuant to this Agreement will be acquired for Executive’s own account and not with a view to, or intention of distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Executive Securities will not be disposed of in contravention of the Securities Act or any applicable state securities laws.

          (ii) Executive is an executive officer of the Company and Employer, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive Securities.

          (iii) Executive is an “accredited investor” within the meaning of Securities and Exchange Commission Rule 501 of Regulation D.

          (iv) Executive is able to bear the economic risk of his investment in the Executive Securities for an indefinite period of time because the Executive Securities have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available.

          (v) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Executive Securities and has had full access to such other information concerning the Company as he has requested.

          (vi) This Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject.

          (vii) Executive is neither party to, nor bound by, any other employment agreement, consulting agreement, noncompete agreement, non-solicitation agreement or confidentiality agreement, except for that certain Executive Severance Agreement between Executive and Province Healthcare Company, dated as of February 1, 2004 (the “Severance Agreement”). The Severance Agreement has not been amended. Without limiting the foregoing, Executive’s duties to the Company and its Subsidiaries will not conflict with or breach the terms of the Severance Agreement.

          (viii) Executive is a resident of the State of Tennessee.

          (g) As an inducement to the Company to issue the Executive Securities to Executive, and as a condition thereto, Executive acknowledges and agrees that neither the issuance of the Executive Securities to Executive nor any provision contained herein shall entitle Executive to remain in the employment of the Company, Employer or their respective Subsidiaries or affect the right of the Company, Employer or their respective Subsidiaries to terminate Executive’s employment at any time for any reason.

          (h) Concurrently with the execution of this Agreement, Executive shall execute in blank ten stock transfer powers in the form of Exhibit B attached hereto (the “Stock Powers”) with respect to the Executive Securities and shall deliver such Stock Powers to the Company. The Stock Powers shall authorize the Company to assign, transfer and deliver the Executive Securities to the appropriate acquiror thereof pursuant to Section 3 below or Section 4 of the Stockholders Agreement and under no other circumstances.

          (i) At the Closing, if Executive is lawfully married, Executive’s spouse shall execute the Consent in the form of Exhibit C attached hereto.

          (j) At the Closing, Executive shall become a party to the Stockholders Agreement and the Registration Agreement, in each case, in the capacity of an Executive.

          (k) The Company shall reserve 2,211,688 additional shares of Common Stock (the “Additional Common Stock”) for issuance (whether through restricted stock, upon exercise of options or otherwise) to other executives and employees of the Company and its Subsidiaries after the date hereof (including executives and employees of acquired companies); provided that in the event that any portion of such Additional Common Stock are not issued prior to the earliest to occur of (x) the redemption of all issued and outstanding Preferred Stock, (y) a Sale of the Company or (z) an initial Public Offering, the Board in its sole discretion may issue any or

all of the remaining shares of Additional Common Stock to the executives of the Company or its Subsidiaries (including Executive) in the amounts determined by the Board. Any shares of Additional Common Stock not allocated by the Board to executives and employees of the Company and its Subsidiaries pursuant to the immediately preceding sentence shall remain unissued.

          2. Vesting of Carried Common Stock.

          (a) The Co-Invest Stock acquired by Executive shall be vested upon the purchase thereof. 3,791,463 shares of the Carried Common Stock shall vest as described in Section 2(b) and (c) below (the “Time Shares”) and 789,887 shares of the Carried Common Stock shall vest as described in Section 2(d) below (the “Performance Shares”).

          (b) Except as otherwise provided in this Section 2, the Time Shares shall become vested in accordance with the following schedule, if as of each such date Executive is employed by the Company or any of its Subsidiaries:

	Cumulative Percentage
	of Time Shares Vested
First Anniversary of Initial Vesting Date		20	%
Second Anniversary of Initial Vesting Date		40	%
Third Anniversary of Initial Vesting Date		60	%
Fourth Anniversary of Initial Vesting Date		80	%
Fifth Anniversary of Initial Vesting Date		100	%

          (c) Upon the occurrence of a Sale of the Company, all Time Shares which have not yet become vested shall become vested as of the date of consummation of the Sale of the Company, if, as of such date, Executive has been continuously employed by the Company, Employer or any of their respective Subsidiaries from the Initial Vesting Date and including such date.

          (d) If upon the occurrence of a Sale of the Company or an initial Public Offering pursuant to which both (X) Investors receive Cash Inflows in an aggregate amount in excess of two and one-half (2¹/2) times the Investors’ aggregate Cash Outflows with respect to the Investors’ Preferred Stock and Common Stock (assuming vesting of all options to acquire Common Stock to be vested in connection with such Sale of the Company, including the Time Shares, or initial Public Offering) and (Y) Investors receive Cash Inflows in an aggregate amount in excess of the Trigger Amount (as hereinafter defined), then all of the Performance Shares shall become vested effective immediately prior to such Sale of the Company or initial Public Offering if, as of such date, Executive has been continuously employed by the Company or any of its Subsidiaries from the date of this Agreement through and including such date. For purposes of this Section 2(d), the “Trigger Amount” shall mean Investors’ aggregate Cash Outflows with respect to the Investors’ Preferred Stock and Common Stock (assuming vesting of all options to acquire Common Stock to be vested in connection with such Sale of the Company, including the Time Shares, or initial Public Offering) as such amounts may be increased from the

date such amounts have been received by the Company until the date of determination at an annual rate of 30% (compounded annually).

          (e) Carried Common Stock that has become vested (“Vested Carried Common Stock”) and the shares of Co-Invest Stock that are shares of Common Stock are referred to herein as “Vested Common Stock.” The Vested Common Stock and the Preferred Stock are collectively referred to herein as “Vested Stock.” All Carried Common Stock that has not vested is referred to herein as “Unvested Common Stock.”

          3. Repurchase of Executive Securities.

          (a) In the event Executive ceases to be employed by the Company or any of its Subsidiaries for any reason (the “Separation”), the Executive Securities (whether held by Executive or one or more of Executive’s transferees, other than the Company and the Investors) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 (the “Repurchase Option”). The Company may assign its repurchase rights set forth in this Section 3 to any Person.

          (b) In the event of a Separation, (i) the purchase price for each share of Unvested Common Stock will be the lesser of (A) Executive’s Original Cost for such share, and (B) the Fair Market Value of such share as of the date of the Repurchase Notice (as defined in Section 3(c) below) delivered pursuant to this Section 3, and (ii) the purchase price for each share of Vested Stock will be the greater of (A) Executive’s Original Cost for such share and (B) the Fair Market Value of such share as of the date of the Repurchase Notice delivered pursuant to this Section 3 (including, in the case of Preferred Stock, all accrued dividends thereon); provided, however, that if Executive’s employment is terminated with Cause, the purchase price for each share of Vested Carried Common Stock will be the lesser of (A) Executive’s Original Cost for such share and (B) the Fair Market Value of such share as of the date of the Repurchase Notice.

          (c) In the event of a Separation, the Company (with the approval of the Board) may elect to purchase all or any portion of the Unvested Common Stock and/or the Vested Stock by delivering written notice (the “Repurchase Notice”) to the holder or holders of such Executive Securities on or prior to the date which is twelve months and one day after the Separation; provided that the Company may not deliver the Repurchase Notice with respect to any shares of Vested Carried Common Stock earlier than 181 days after the date such shares became Vested Carried Common Stock. The Repurchase Notice will set forth the number of shares of Unvested Common Stock and Vested Stock to be acquired from each holder, the aggregate consideration to be paid for such shares in accordance with Section 3(b) above and the time and place for the closing of the transaction. The number of Executive Securities to be repurchased by the Company shall first be satisfied to the extent possible from the Executive Securities held by Executive at the time of delivery of the Repurchase Notice. If the number of Executive Securities then held by Executive is less than the total number of Executive Securities that the Company has elected to purchase, the Company shall purchase the remaining Executive Securities elected to be purchased from the other holder(s) of Executive Securities under this Agreement, pro rata according to the number of Executive Securities held by such other

holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share).

          (d) If for any reason the Company issues a Repurchase Notice but does not elect to purchase all of the Executive Securities pursuant to the Repurchase Option, the Investors shall be entitled to exercise the Repurchase Option for all or any portion of the Executive Securities the Company has not elected to purchase (the “Available Securities”). As soon as practicable after the Company has determined that there will be Available Securities, but in any event within ten months after the Separation, the Company shall give written notice (the “Option Notice”) to the Investors setting forth the number of Available Securities and the purchase price for the Available Securities. The Investors may elect to purchase any or all of the Available Securities by giving written notice to the Company within one month after the Option Notice has been given by the Company. If the Investors elect to purchase an aggregate number greater than the number of Available Securities, the Available Securities shall be allocated among the Investors based upon the number of shares of Common stock owned by each Investor. As soon as practicable, and in any event within ten days after the expiration of the one month period set forth above, the Company shall notify each holder of Executive Securities as to the number of shares being purchased from such holder by the Investors (the “Supplemental Repurchase Notice”). At the time the Company delivers the Supplemental Repurchase Notice to the holder(s) of Executive Securities, the Company shall also deliver written notice to each Investor setting forth the number and type of shares such Investor is entitled to purchase, the aggregate purchase price in accordance with Section 3(b) above and the time and place of the closing of the transaction. The number of shares of Unvested Common Stock and Vested Stock to be repurchased hereunder shall be allocated among the Company and the Investors pro rata according to the number of Executive Securities to be purchased by each of them.

          (e) The closing of the purchase of the Executive Securities pursuant to the Repurchase Option shall take place on the date designated by the Company in the Repurchase Notice or Supplemental Repurchase Notice, which date shall not be more than one month nor less than 5 days after the delivery of the later of either such notice to be delivered. The Company will pay for the Executive Securities to be purchased by it pursuant to the Repurchase Option by first offsetting amounts outstanding under any bona fide debts owed by Executive to the Company, and will pay the remainder of the purchase price (if any) by, at its option, a check or wire transfer of funds. Each Investor will pay for the Executive Securities purchased by it by a check or wire transfer of funds (and with no other form of consideration). The Company and the Investors will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require that all sellers’ signatures be guaranteed.

          (f) In the event of a Sale of the Company or an initial Public Offering, the Performance Shares which (A) were issued 181 days or more prior to the Sale of the Company or the initial Public Offering and (B) would be Unvested Stock after giving effect to any vesting of such Performance Shares pursuant to Section 2 in connection with such Sale of the Company or initial Public Offering (such stock shall be deemed “Remaining Unvested Stock”) will be subject to repurchase by the Company pursuant to the terms and conditions set forth in this Section 3(f). In the event of a Sale of the Company or initial Public Offering, the purchase price for each share of Remaining Unvested Stock will be the lesser of (A) the Fair Market Value of such share as of the date of such Sale of the Company or initial Public Offering, and (B) Executive’s Original

Cost for such share. The Company may elect to repurchase all of the Remaining Unvested Stock in the event of a Sale of the Company or initial Public Offering by delivery of written notice to Executive at least two (2) business days prior to such Sale of the Company or initial Public Offering. The Remaining Unvested Stock shall be repurchased from the Remaining Unvested Stock held by Executive and any other holder(s) of Remaining Unvested Stock under this Agreement. If the Company elects to purchase the Remaining Unvested Stock, including Remaining Unvested Stock held by one or more of Executive’s transferees, then, immediately prior to, at or in connection with the Sale of the Company or initial Public Offering, the Company shall pay for the Remaining Unvested Stock (i) by offsetting obligations owed by Executive or Executive’s transferee(s) to the Company, or (ii) at the Company’s option, by certified check or wire transfer of funds. The Board shall determine whether the purchasers of Remaining Unvested Stock hereunder shall be entitled to receive customary representations and warranties form the sellers regarding such sale of shares (including representations and warranties regarding good title to such shares, free and clear of any liens or encumbrances).

          (g) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Executive Securities by the Company pursuant to this Agreement shall be subject to applicable restrictions contained in the Delaware General Corporation Law or such other governing corporate law, and in the Company’s and its Subsidiaries’ debt and equity financing agreements. In furtherance of the foregoing, if any such restrictions prohibit (i) the repurchase of Executive Securities hereunder which the Company is otherwise entitled or required to make or (ii) dividends or other transfers of funds from one or more Subsidiaries to the Company to enable any such repurchases, then the Company may make such repurchases as soon as it is permitted to do so under such restrictions.

          (h) Notwithstanding anything to the contrary contained in this Agreement, if the Fair Market Value of Executive Securities is finally determined to be an amount at least 10% greater than the per share repurchase price for such share of Executive Securities in the Repurchase Notice or in the Supplemental Repurchase Notice, each of the Company and the Investors shall have the right to revoke its exercise of the Repurchase Option for all or any portion of the Executive Securities elected to be repurchased by it by delivering notice of such revocation in writing to the holders of Executive Securities during the thirty-day period beginning on the date that the Company and/or the Investors are given written notice that the Fair Market Value of a share of Executive Securities was finally determined to be an amount at least 10% greater than the per share repurchase price for Executive Securities set forth in the Repurchase Notice or in the Supplemental Repurchase Notice.

          (i) Notwithstanding anything to the contrary contained in this Agreement and consistent with Section 12 of the Stockholders Agreement, in addition to all other rights and remedies which might otherwise be available to the Company and the Investors, in the event Executive fails to purchase any of the Executive Securities that he is required to purchase pursuant to Section 1(b), above (a “Triggering Event”), the Co-Invest Stock purchased by Executive (whether held by Executive or one or more of Executive’s transferees, other than the Company and the Investors) will be subject to repurchase, in each case, by the Company and the Investors pursuant to the terms, conditions and procedures set forth in this Section 3 with respect to a repurchase in the event of a Separation. Notwithstanding anything in this Section 3 to the contrary, in addition to all other rights and remedies which might otherwise be available to the

Company and the Investors pursuant to this Agreement, upon a Triggering Event (even if there is also a Separation), the purchase price for each share of Co-Invest Stock to be repurchased pursuant to this Section 3(i) will be the Fair Market Value of such share as of the date of the Repurchase Notice for any share repurchased pursuant to this Section 3(i).

          (j) If Executive’s employment is terminated by Employer without Cause or if Executive resigns for Good Reason, then within thirty days after such termination, Executive shall have the right to require the Company to repurchase all of the Co-Invest Stock then held by Executive by delivering a written notice to the Company (the “Put Notice”) at the Fair Market Value of such shares as of the date of the Put Notice, subject to the terms of this paragraph. The closing of the purchase of the Executive Securities pursuant to the Put Notice (the “Put Closing”) shall take place on the date designated by the Company, which date shall not be more than ninety days nor less than 5 days after the delivery of the Put Notice by Executive. At the Put Closing, Executive shall deliver to the Company certificates representing all of the outstanding Co-Invest Stock to be repurchased by the Company free and clear of all liens and encumbrances and duly endorsed in blank or accompanied by duly executed forms of assignment (with signatures guaranteed), and the Company will pay for the Co-Invest Stock to be purchased by it pursuant to this paragraph by (1) first, offsetting amounts outstanding under any bona fide debts owed by Executive to the Company and (2) second, paying the remainder (if any) of the purchase price by a check or wire transfer of funds. The Company will be entitled to receive customary representations and warranties from Executive regarding such sale. Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Co-Invest Stock by the Company pursuant to this paragraph shall be subject to applicable restrictions contained in the Delaware General Corporation Law or such other governing corporate law, and in the Company’s and its Subsidiaries’ debt and equity financing agreements. In furtherance of the foregoing, if any such restrictions prohibit (i) the repurchase of Co-Invest Stock hereunder which the Company is otherwise required to make or (ii) dividends or other transfers of funds from one or more Subsidiaries to the Company to enable any such repurchases, then the Company shall make such repurchases as soon as it is permitted to do so under such restrictions.

          (k) The provisions of this Section 3 shall terminate with respect to Vested Stock upon the consummation of a Public Offering.

          4. Restrictions on Transfer of Executive Securities.

          (a) Transfer of Executive Securities. The holders of Executive Securities shall not Transfer any interest in any shares of Executive Securities, except pursuant to (i) the provisions of Section 3 hereof, (ii) the provisions of Section 3 of the Stockholders Agreement (Participation Rights) (a “Participating Sale”), (iii) an Approved Sale (as defined in Section 5 of the Stockholders Agreement (Sale of the Company)), or (iv) the provisions of Section 4(b) below.

          (b) Certain Permitted Transfers. The restrictions in this Section 4 will not apply with respect to any Transfer of Executive Securities made (i) pursuant to applicable laws of descent and distribution or to such Person’s legal guardian in the case of any mental incapacity or among such Person’s Family Group, or (ii) of shares of Common Stock at such time as the Investors sell Common Stock in a Public Sale, but in the case of this clause (ii) only

an amount of shares (the “Transfer Amount”) equal to the lesser of (A) the sum of the number of shares of Vested Common Stock owned by Executive and (B) the result of the number of shares of Common Stock owned by Executive multiplied by a fraction (the “Transfer Fraction”), the numerator of which is the number of shares of Common Stock sold by the Investors in such Public Sale and the denominator of which is the total number of shares of Common Stock held by the investors prior to the Public Sale; provided that, if at the time of a Public Sale of stock by the Investors, Executive chooses not to Transfer the Transfer Amount, Executive shall retain the right to Transfer an amount of Common Stock at a future date equal to the lesser of (x) the sum of the number of shares of Vested Common Stock owned by Executive at such future date and (y) the result of the number of the shares of Common Stock owned by Executive at such future date multiplied by the Transfer Fraction; provided further that the restrictions contained in this Section 4 will continue to be applicable to the Executive Securities after any Transfer of the type referred to in clause (i) above and the transferees of such Executive Securities must agree in writing to be bound by the provisions of this Agreement. Any transferee of Executive Securities pursuant to a Transfer in accordance with the provisions of clause (i) of this Section 4(b) is herein referred to as a “Permitted Transferee.” Upon the Transfer of Executive Securities pursuant to this Section 4(b), the transferring holder of Executive Securities will deliver a written notice (a “Transfer Notice”) to the Company. In the case of a Transfer pursuant to clause (i) hereof, the Transfer Notice will disclose in reasonable detail the identity of the Permitted Transferee(s).

          (c) Termination of Restrictions. The restrictions set forth in this Section 4 will continue with respect to each share of Executive Securities until the earlier of (i) the date on which such share of Executive Securities has been transferred in a Public Sale permitted by this Section 4, or (ii) the consummation of a Sale of the Company.

          5. Additional Restrictions on Transfer of Executive Securities.

          (a) Legend. The certificates representing the Executive Securities will bear a legend in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED AS OF MAY ___, 2005, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN A SENIOR MANAGEMENT AGREEMENT BETWEEN THE COMPANY AND AN EXECUTIVE OF THE COMPANY AND OTHER PARTIES, DATED AS OF MAY ____, 2005. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.

THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS, A FULL STATEMENT OF ALL OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREON AUTHORIZED TO BE ISSUED BY THE COMPANY AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS.”

          (b) Opinion of Counsel. No holder of Executive Securities may Transfer any Executive Securities (except pursuant to Section 3 or 4(b) of this Agreement, Section 5 of the Stockholders Agreement (Sale of the Company) or an effective registration statement under the Securities Act) without first delivering to the Company a written notice describing in reasonable detail the proposed Transfer, together with an opinion of counsel (reasonably acceptable in form and substance to the Company) that neither registration nor qualification under the Securities Act and applicable state securities laws is required in connection with such transfer. In addition, if the holder of the Executive Securities delivers to the Company an opinion of counsel that no subsequent Transfer of such Executive Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated Transfer deliver new certificates for such Executive Securities that do not bear the Securities Act portion of the legend set forth in Section 5(a). If the Company is not required to deliver new certificates for such Executive Securities not bearing such legend, the holder thereof shall not Transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 5.

PROVISIONS RELATING TO EMPLOYMENT

          6. Employment. Employer agrees to employ Executive and Executive accepts such employment for the period beginning as of the Employment Date and ending upon his Separation (the “Employment Period”). Notwithstanding anything in this Agreement to the contrary, express or implied, (i) the Employment Period shall terminate immediately upon Executive’s resignation (for Good Reason or without Good Reason), death or Disability and (ii) the Employment Period may be terminated by Employer at any time for Cause or without Cause. Except as otherwise provided herein, any termination of the Employment Period by Employer shall be effective as of the date specified in a written notice from Employer to Executive.

          (a) Position and Duties.

          (i) During the Employment Period, Executive shall serve as the Chief Executive Officer of the Company and shall have the normal duties, responsibilities and authority implied by such position, including, without limitation, the responsibilities associated with all aspects of the daily operations of Employer and the identification, negotiation, completion and integration of any acquisitions made by the Company, Employer or their Subsidiaries, subject to the power of the Board to expand or limit such duties, responsibilities and authority and to override actions of the Chief Executive Officer.

          (ii) Executive shall report to the Board, and Executive shall devote his best efforts and his full business time and attention to the business and affairs of the Company, Employer and their Subsidiaries.

          (b) Salary, Bonus and Benefits. During the Employment Period, Employer will pay Executive a base salary of $200,000 per annum or such other higher rate as the Board may determine from time to time (the “Annual Base Salary”), which salary shall be payable by Employer in regular installments in accordance with Employer’s general payroll practices (in effect from time to time); provided that commencing on the Initial EBITDA Condition Date (as hereinafter defined), the Annual Base Salary shall be increased to $350,000 per annum. In addition to the Annual Base Salary, Executive shall be eligible for an annual base bonus (the “Annual Bonus”) following the end of each fiscal year of the Company during the Employment Period commencing on the first fiscal year of the Company after the Initial EBITDA Condition Date (as hereinafter defined) of up to 100% of the Annual Base Salary, as determined by the Board in its sole discretion based upon achievement by Executive and achievement by the Company, Employer and their Subsidiaries of performance criteria and other goals established by the Board (or the Compensation Committee established by the Board); provided that with respect to the first year for which Executive is eligible for a bonus, such bonus shall be paid on a pro rata basis based upon that portion of the year that remained after the Initial EBITDA Condition Date. Any bonus with respect to any fiscal year shall be payable on or prior to March 15 of the following fiscal year. In addition, during the Employment Period, Executive will be entitled to such other benefits approved by the Board and made available to the senior management of the Company, Employer and their Subsidiaries. For purposes of this Agreement, the “Initial EBITDA Target” shall mean first month-end m which the Company has achieved consolidated EBITDA of at least $30 million on a pro forma basis (after giving effect to any acquisitions or dispositions by the Company or any of its subsidiaries that have been consummated) over the full twelve calendar month period ending on such day.

          (c) During the Employment Period, Employer shall reimburse Executive for all reasonable business expenses incurred by him in the course of performing his duties and responsibilities under this Agreement which are consistent with Employer’s policies in effect from time to time with respect to travel, entertainment and other business expenses, subject to Employer’s requirements with respect to reporting and documentation of such expenses.

          (d) All amounts payable to Executive as compensation hereunder shall be subject to all required and customary withholding by Employer.

          (e) Separation. The Employment Period will continue until (i) Executive’s Disability or death, (ii) Executive’s termination of the Employment Period for any reason or (iii) the Board’s or Employer’s termination of the Employment Period with or without Cause. If Executive’s employment is terminated by Employer without Cause or as a result of Disability or death or Executive resigns for Good Reason, then during the one-year period commencing on the date of termination (the “Severance Period”), Executive shall be entitled to receive his Annual Base Salary, in each case payable by Employer in regular installments in accordance with Employer’s general payroll practices (in effect from time to time). Notwithstanding the foregoing, (A) Executive shall not be entitled to receive any severance payments pursuant to this Section 6(e) unless Executive has executed and delivered to Employer a general release in form

and substance satisfactory to Employer and (B) Executive shall be entitled to receive such severance payments only so long as Executive has not breached the provisions of Sections 7 or 8 hereof. Except as otherwise expressly provided in this Section 6(e), Executive shall not be entitled to receive any severance payments from and after the date of termination.

          7. Confidential Information.

          (a) Obligation to Maintain Confidentiality. Executive acknowledges that any trade secrets or other information, observations and data obtained by him during the course of his performance under this Agreement (or during any pre-employment discussions or negotiations) concerning the business or affairs of the Company, Employer or their respective Subsidiaries or Affiliates, other than information already known by Executive prior to his employment with Employer (other than any pre-employment discussions or negotiations) (“Confidential Information”) are the property of the Company, Employer or such Subsidiaries or Affiliates, including information concerning Work Product (as defined below) and acquisition opportunities in or reasonably related to the Company’s and Employer’s business or industry of which Executive becomes aware during the Employment Period. Therefore, Executive agrees that he will not, during the Employment Period and thereafter, disclose to any unauthorized Person or use for his own account, or the account of any unauthorized Person, any Confidential Information without the Board’s written consent, unless and to the extent that the Confidential Information, (i) becomes generally known to and available for use by the public other than as a result of Executive’s acts or omissions to act or (ii) is required to be disclosed pursuant to any applicable law or court order, provided that Executive uses all reasonable efforts to obtain confidential treatment of such information. Executive shall deliver to the Company at a Separation, or at any other time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or the business of the Company, Employer and their respective Subsidiaries and Affiliates (including, without limitation, all acquisition prospects, lists and contact information) which he may then possess or have under his control.

          (b) Ownership of Property. Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, invention disclosures, patent applications, copyrightable works (including mask works), trademarks, trade names and other source identifiers, and all registrations or applications related to the foregoing and all other proprietary information and all similar or related information (whether or not patentable and whether or not including trade secrets or other confidential information) that relate to the Company’s, Employer’s or any of their respective Subsidiaries’ or Affiliates’ actual or anticipated business, research and development, or existing or planned future products or services and that are conceived, developed, designed, made authored, contributed to, or reduced to practice by Executive (either solely or jointly with others) while employed by the Company, Employer or any of their respective Subsidiaries or Affiliates (“Work Product”) belong to the Company, Employer or such Subsidiary or Affiliate, and Executive hereby assigns, and agrees to assign, all Work Product, and all intellectual property embodied therein, to the Company, Employer or to such Subsidiary or Affiliate. Notwithstanding the foregoing, any copyrightable work authored or prepared in whole or in part by Executive in the course of his work for any of the foregoing

entities shall be deemed a “work made for hire” under the copyright laws of the United States, and the Company, Employer or such Subsidiary or Affiliate shall own all rights therein. To the extent that any such copyrightable work is deemed not to be a “work made for hire,” Executive hereby assigns and agrees to assign to the Company, Employer or such Subsidiary or Affiliate all right, title, and interest, in and to such copyrightable work and all intellectual property embodied therein. Executive shall promptly disclose all Work Product to the Board. Executive represents and warrants to the Company and Employer that he does not now nor has he ever owned, nor has he ever made, any materials prior to the Employment Period that relate to the Company’s, Employer’s or their respective Subsidiaries’ or Affiliates’ actual or anticipated business, research and development or existing or planned future products or services. Executive hereby agrees to perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm the Company’s, Employer’s or such Subsidiary’s or Affiliate’s ownership of any Work Product (including, without limitation, by executing assignments, consents, powers of attorney, and other instruments). Should the Company, Employer or such Subsidiary or Affiliate be unable to secure Executive’s signature on any document necessary to apply for, prosecute, obtain, or enforce any patent, copyright, or other right or protection relating to any Work Product, whether due to Executive’s mental or physical incapacity or any other cause, Executive hereby irrevocably designates and appoints the Company, Employer or such Subsidiary or Affiliate and each of its duly authorized officers and agents as his agent and attorney-in-fact, to act for an in Executive’s behalf and stead, to execute and file any such document, and to do all other lawfully permitted acts to further the prosecution, issuance, and enforcement of patents, copyrights, trademarks or other rights or protections with the same force and effect as if executed and delivered by Executive.

          (c) Notice of Statutory Exception. In accordance with certain state laws, Executive is hereby advised that the foregoing Section 7(b) regarding ownership of Work Product does not apply to any invention for which no equipment, supplies, facilities or trade secret information of Company or its Subsidiaries or Affiliates was used and that was developed entirely on Executive’s own time, unless (a) the invention relates to the business or actual or demonstrably anticipated research or development of the Company or any Subsidiary or Affiliate, or (b) the invention results from any work performed by Executive for the Company or any Subsidiary or Affiliate.

          (d) Third Party Information. Executive understands that the Company, Employer and their respective Subsidiaries and Affiliates will receive from third parties confidential or proprietary information (“Third Party Information”) subject to a duty on the Company’s, Employer’s and/or their respective Subsidiaries’ and/or Affiliates’ part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the Employment Period and thereafter, and without in any way limiting the provisions of Section 7(a) above, Executive will hold Third Party Information in the strictest confidence and will not disclose to anyone (other than personnel and consultants of the Company, Employer or their respective Subsidiaries or Affiliates who need to know such information in connection with their work for the Company, Employer or their respective Subsidiaries and Affiliates) or use, except in connection with his work for the Company, Employer or their respective Subsidiaries or Affiliates, Third Party Information unless expressly authorized by a member of the Board in writing.

          (e) Use of Information of Prior Employers. During the Employment Period, Executive will not improperly use or disclose any trade secrets or other confidential information, if any, of any former employers or any other Person to whom Executive has an obligation of confidentiality, and will not bring onto the premises of the Company, Employer or any of their respective Subsidiaries or Affiliates any unpublished documents or any property belonging to any former employer or any other Person to whom Executive has an obligation of confidentiality unless consented to in writing by the former employer or Person. Executive will use in the performance of his duties only information which is (i) generally known and used by persons with training and experience comparable to Executive’s and which is (x) common knowledge in the industry or (y) is otherwise legally in the public domain, (ii) is otherwise provided or developed by the Company, Employer or any of their respective Subsidiaries or Affiliates or (iii) in the case of materials, property or information belonging to any former employer or other Person to whom Executive has an obligation of confidentiality, approved for such use in writing by such former employer or Person.

          8. Noncompetition and Nonsolicitation. Executive acknowledges that in the course of his employment with Employer he will become familiar with Confidential Information concerning the Company, Employer and such Subsidiaries and that his services will be of special, unique and extraordinary value to the Company, Employer and such Subsidiaries. Therefore, Executive agrees that:

          (a) Noncompetition. During the Employment Period and for a period of one year thereafter, Executive shall not directly or indirectly, anywhere in the United States, directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with the businesses of the Company, Employer or any of their respective Subsidiaries in the acute care hospital industry. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation that is publicly traded, so long as Executive has no active participation in the business of such corporation.

          (b) Nonsolicitation. During the Employment Period and for a period of one year thereafter, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee or consultant of the Company, Employer or their respective Subsidiaries to leave the employ of the Company, Employer or such Subsidiary, or in any way interfere with the relationship between the Company, Employer and any of their respective Subsidiaries and any employee or consultant thereof, (ii) hire any person who was an employee or consultant of the Company, Employer or any of their respective Subsidiaries within 180 days after such person ceased to be an employee or consultant of the Company, Employer or any of their respective Subsidiaries, (iii) induce or attempt to induce any customer, supplier, licensor, licensee or other business relation of the Company, Employer or any of their respective Subsidiaries to cease doing business with the Company, Employer or such Subsidiary or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company, Employer and any Subsidiary or (iv) directly or indirectly acquire or attempt to acquire an interest in any business relating to the business of the Company, Employer or any of their respective Subsidiaries and with which the Company, Employer and any of their respective Subsidiaries has entertained discussions or has requested and received information

relating to the acquisition of such business by the Company, Employer or any of their respective Subsidiaries in the two year period immediately preceding a Separation.

          (c) Enforcement. If, at the time of enforcement of Section 7 or this Section 8, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum duration, scope and area permitted by law. Because Executive’s services are unique and because Executive has access to Confidential Information, the parties hereto agree that money damages would be an inadequate remedy for any breach of this Agreement. Therefore, in the event a breach or threatened breach of this Agreement, the Company, Employer, their respective Subsidiaries or their successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security).

          (d) Additional Acknowledgments. Executive acknowledges that the provisions of this Section 8 are in consideration of: (i) employment with Employer, (ii) the issuance of the Executive Securities by the Company and (iii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 7 and this Section 8 (x) are necessary to protect the Company’s and Employer’s interest in their Confidential Information and other intellectual property, and (y) do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s ability to earn a living. In addition, Executive acknowledges (i) that the business of the Company, Employer and their respective Subsidiaries will be conducted throughout the United States, (ii) notwithstanding the state of incorporation or principal office of the Company, Employer or any of their respective Subsidiaries, or any of their respective executives, consultants or employees (including the Executive), it is expected that the Company and Employer will have business activities and have valuable business relationships within its industry throughout the United States, and (iii) as part of his responsibilities, Executive will be traveling throughout the United States in furtherance of Employer’s business and its relationships. Executive agrees and acknowledges that the potential harm to the Company and Employer of the non-enforcement of Section 7 and this Section 8 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and Employer now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.

GENERAL PROVISIONS

          9. Definitions.

          “Affiliate” means, (i) with respect to any Person, any Person that controls, is controlled by or is under common control with such Person or an Affiliate of such Person, and (ii) with respect to any Investor, any general or limited partner of such Investor, any employee or owner of any such partner, or any other Person controlling, controlled by or under common control with such Investor; it being understood and agreed that GTCR Golder Rauner, L.L.C. and its Affiliates shall for all purposes hereunder shall be Affiliates of GTCR II and its Affiliates.

          “Base Acquisition” means the first acquisition by the Company or any of its Subsidiaries of one or more hospitals.

          “Board” means the Company’s board of directors.

          “Cash Inflows” with respect to any Preferred Stock or Common Stock shall include the following received in connection with the Sale of the Company or an initial Public Offering:

(i) all cash payments distributed to the holder of such Preferred Stock or Common Stock with respect to, or as consideration or in exchange for such Preferred Stock or Common Stock (whether such payments are received from the Company or any other Person), including, without duplication, all cash payments received by such holder with respect to or in exchange for the property described in the provision in (ii) below and all cash dividends and distributions received with respect to such Preferred Stock or Common Stock;

(ii) the fair market value (as determined in good faith by the Board) of all securities and other property received by such holder with respect to, or as consideration or in exchange for such Preferred Stock or Common Stock (whether such payments are received from the Company or any other Person), including, without duplication, the fair market value (as determined in good faith by the Board) of property received by such holder with respect to or in exchange for the property described in the proviso below; provided that in the event that Preferred Stock or Common Stock or other property is received subject to contingencies or restrictions that are reasonably likely to affect its fair market value (e.g., non-publicly traded securities or publicly traded securities subject to material restrictions or limitations, other than restrictions or limitations that constitute customary limitations arising by virtue of the relative priority of such securities with respect to the issuer thereof or the short-swing profit recovery rules under the Securities Exchange Act of 1934, as amended, or a right to receive future consideration pursuant to an cam-out), the fair market value (as determined in good faith by the Board) of such property shall reflect appropriate discounts; and

(iii) in the event of an initial Public Offering, the fair market value of all shares of Common Stock retained by the Investors immediately after such initial Public Offering based upon the price at which the Common Stock is being offered to the public by the Company or its underwriter(s), as applicable, pursuant to the initial Public Offering.

          “Cash Outflows” with respect to any Preferred Stock or Common Stock, shall include the sum of all cash payments by such holder to the Company to purchase the Preferred Stock and Common Stock.

          “Cause” means (i) the commission of, or entry of a plea of guilty or nolo contendere, to a felony or a crime involving moral turpitude or any act or any other act or omission involving dishonesty or fraud with respect to the Company, Employer or any of their respective Subsidiaries or any of their customers or suppliers or stockholders, (ii) reporting to work repeatedly under the influence of alcohol or reporting to work under the influence of illegal drugs, the use of illegal drugs (whether or not at the workplace) or other repeated conduct causing the Company, Employer or any of their respective Subsidiaries substantial public disgrace or disrepute or substantial economic harm which, if curable, is not cured within 15 days following written notice thereof to the Executive, (iii) substantial and repeated failure to perform duties of the office held by the Executive as reasonably directed by the Board which is not cured within 15 days following written notice thereof to the Executive, (iv) a breach of Executive’s duty of loyalty to the Company, Employer or any of their respective Subsidiaries or Affiliates or any act of fraud or material dishonesty with respect to the Company, Employer or any of their respective Subsidiaries or (v) any material breach of this Agreement or any other agreement between Executive and the Company, Employer or any of their respective Affiliates which is not cured within 15 days after written notice thereof to Executive.

          “Disability” means the disability of Executive caused by any physical or mental injury, illness or incapacity as a result of which Executive is unable to effectively perform the essential functions of Executive’s duties as determined by the Board in good faith.

          “EBITDA” means, with respect to any Person(s) for any period, the consolidated earnings of such Person(s) for such period before interest, taxes, depreciation and amortization for such period, determined on a consolidated basis in accordance with United States generally accepted accounting principles as in effect from time to time.

          “Employment Date” means the date of this Agreement.

          “Executive Securities” will continue to be Executive Securities in the hands of any holder other than Executive (except for the Company and the Investors and except for transferees in a Public Sale), and except as otherwise provided herein, each such other holder of Executive Securities will succeed to all rights and obligations attributable to Executive as a holder of Executive Securities hereunder. Executive Securities will also include equity of the Company (or a corporate successor to the Company or a Subsidiary of the Company) issued with respect to Executive Securities (i) by way of a stock split, stock dividend, conversion, or other recapitalization, (ii) by way of reorganization or recapitalization of the Company in connection with the incorporation of a corporate successor prior to a Public Offering or (iii) by way of a distribution of securities of a Subsidiary of the Company to the members of the Company following or with respect to a Subsidiary Public Offering. Notwithstanding the foregoing, all shares of Unvested Common Stock shall remain Unvested Common Stock after any Transfer thereof.

          “Fair Market Value” of each share of Executive Securities means the fair market value of such Executive Securities as determined in good faith by the Board; provided that the fair market value of the Executive Securities shall not be discounted based on the minority ownership of the Executive. If Executive reasonably disagrees with such determination in the event of Executive’s termination of the Employment Period for any reason other than in connection with a Sale of the Company or a Public Offering, Executive shall deliver to the Board a written notice of objection within 10 days after delivery of the Repurchase Notice (or if no Repurchase Notice is delivered, then within 10 days after delivery of the Supplemental Repurchase Notice). Upon receipt of Executive’s written notice of objection, the Board and Executive will negotiate in good faith to agree on such Fair Market Value. If such agreement is not reached within 30 days after the delivery of the Repurchase Notice (or if no Repurchase Notice is delivered, then within 30 days after the delivery of the Supplemental Repurchase Notice), Fair Market Value shall be determined by an appraiser jointly selected by the Board and Executive, which appraiser shall submit to the Board and Executive a report within 30 days of its engagement setting forth such determination. If the parties are unable to agree on an appraiser within 45 days after delivery of the Repurchase Notice or the Supplemental Repurchase Notice, within 7 days, each party shall submit the names of four nationally recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four investment banking firms. The appraiser shall not discount the fair market value of the Executive Securities based upon the minority ownership of the Executive. The expenses of such appraiser shall be borne by the Employer. The determination of such appraiser as to Fair Market Value shall be final and binding upon all parties. If Executive is terminated within the 60-day period prior to the Company’s initial Public Offering or Sale of the Company, then the fair market value shall be determined based on the price per share applicable to the initial Public Offering or Sale of the Company, as applicable.

          “Family Group” means a Person’s spouse and descendants (whether natural or adopted), and any trust, family limited partnership, limited liability company or other entity wholly owned, directly or indirectly, by such Person or such Person’s spouse and/or descendants that is and remains solely for the benefit of such Person and/or such Person’s spouse and/or descendants and any retirement plan for such Person.

          “Good Reason” shall mean (a) any decision by the Board which results in the primary business of the Company being a business other than acquiring or operating acute-care hospitals, (b) substantial detrimental change in the positions or responsibilities of the Executive without the consent of Executive, (c) where the Executive’s benefits under the employee benefit or health or welfare plans or programs of the Company are in the aggregate materially decreased (excluding reductions due to general benefit plan changes applicable to Company employees generally, (d) the failure by the Company to pay the Executive’s Base Salary or to provide for the Executive’s Annual Bonus if and when due, (e) the relocation of Executive’s primary place of employment to a location which is more than one hundred (100) miles from the city limits of Nashville, Tennessee, if any of the foregoing (a) through (e) are not cured or remedied by Company (if capable of cure or remedy) within 30 days after receiving notice thereof from the Executive.

          “Initial Vesting Date” means the date of the consummation of a Base Acquisition.

          “Original Cost” means, with respect to each share of Common Stock purchased hereunder, $0.08 per share (as proportionately adjusted for all subsequent stock splits, stock dividends and other recapitalizations), and with respect to each share of Preferred Stock purchased hereunder, $1.000.00 per share (as proportionately adjusted for all subsequent stock splits, stock dividends and other recapitalizations).

          “Person” means an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, investment fund, any other business entity and a governmental entity or any department, agency or political subdivision thereof.

          “Public Offering” means the sale in an underwritten public offering registered under the Securities Act of equity securities of the Company or a corporate successor to the Company.

          “Public Sale” means (i) any sale pursuant to a registered public offering under the Securities Act or (ii) any sale to the public pursuant to Rule 144 promulgated under the Securities Act effected through a broker, dealer or market maker (other than pursuant to Rule 144(k) prior to a Public Offering).

          “Registration Agreement” means the Registration Agreement of even date herewith among the Company and certain of its stockholders, as amended from time to time in accordance with its terms.

          “Sale of the Company” means any transaction or series of transactions pursuant to which any Person or group of related Persons other than the Investors or their Affiliates in the aggregate acquire(s) (i) equity securities of the Company possessing the voting power (other than voting rights accruing only in the event of a default, breach or event of noncompliance) to elect a majority of the Board (whether by merger, consolidation, reorganization, combination, sale or transfer of the Company’s equity, stockholder or voting agreement, proxy, power of attorney or otherwise) or (ii) all or substantially all of the Company’s assets determined on a consolidated basis; provided that a Public Offering shall not constitute a Sale of the Company.

          “Securities Act” means the Securities Act of 1933, as amended from time to time.

          “Stockholders Agreement” means the Stockholders Agreement of even date herewith among the Company and certain of its stockholders, as amended from time to time pursuant to its terms.

          “Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association, or business entity of which (i) if a corporation, a majority of the total voting power of shares of 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 owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof.

For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association, or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association, or other business entity gains or losses or shall be or control any managing director or general partner of such limited liability company, partnership, association, or other business entity. For purposes hereof, references to a “Subsidiary” of any Person shall be given effect only at such times that such Person has one or more Subsidiaries, and, unless otherwise indicated, the term “Subsidiary” refers to a Subsidiary of the Company.

          “Subsidiary Public Offering” means the sale in an underwritten public offering registered under the Securities Act of equity securities of Employer or another Subsidiary of the Company.

          “Transfer” means to sell, transfer, assign, pledge or otherwise dispose of (whether with or without consideration and whether voluntarily or involuntarily or by operation of law).

          10. Notices. Any notice provided for in this Agreement must be in writing and must be either personally delivered, mailed by first class mail (postage prepaid and return receipt requested) or sent by reputable overnight courier service (charges prepaid) to the recipient at the address below indicated:

          If to the Company:

Capella Holdings, Inc.
214 Overlook Circle #1250
Brentwood, TN 37027
Attention: Chief Executive Officer
Facsimile: (615) 221-8735

with copies to:

GTCR Golder Rauner, L.L.C.
6100 Sears Tower
Chicago, Illinois 60606-6402
Attention: Joseph P. Nolan
                  Peter M. Stavros
Facsimile: (312) 382-2201

Kirkland & Ellis LLP
200 East Randolph Drive
Chicago, Illinois 60601
Attention: Kevin R. Evanich, P.C.
                  Jeffrey A. Fine, Esq.
Facsimile: (312) 861-2200

          If to Employer:

Capella Healthcare, Inc.
214 Overlook Circle #250
Brentwood, TN 37027
Attention: Chief Executive Officer
Facsimile: (615) 221-8735

with copies to:

GTCR Golder Rauner, L.L.C.
6100 Sears Tower
Chicago, Illinois 60606-6402
Attention: Joseph P. Nolan
                  Peter M. Stavros
Facsimile: (312) 382-2201

Kirkland & Ellis LLP
200 East Randolph Drive
Chicago, Illinois 60601
Attention: Kevin R. Evanich, P.C.
                  Jeffrey A. Fine, Esq.
Facsimile: (312) 861-2200

          If to Executive:

Daniel S. Slipkovich
133 Steeplechase Lane
Nashville, Tennessee 37221

          If to the Investors:

GTCR Golder Rauner, L.L.C.
6100 Sears Tower
Chicago, Illinois 60606-6402
Attention: Joseph P. Nolan
                  Peter M. Stavros
Facsimile: (312) 382-2201

Kirkland & Ellis LLP
200 East Randolph Drive
Chicago, Illinois 60601
Attention: Kevin R. Evanich, P.C.
                  Jeffrey A. Fine, Esq.
Facsimile: (312) 861-2200

or such other address or to the attention of such other Person as the recipient party shall have specified by prior written notice to the sending party. Any notice under this Agreement will be

deemed to have been given when so delivered or sent or, if mailed, 5 days after deposit in the U.S. mail.

          11. General Provisions.

          (a) Transfers in Violation of Agreement. Any Transfer or attempted Transfer of any Executive Securities in violation of any provision of this Agreement shall be void, and the Company shall not record such Transfer on its books or treat any purported transferee of such Executive Securities as the owner of such equity for any purpose.

          (b) Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

          (c) Complete Agreement. This Agreement, those documents expressly referred to herein and other documents of even date herewith embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

          (d) No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.

          (e) Counterparts. This Agreement may be executed in separate counterparts (including by means of facsimile), each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

          (f) Successors and Assigns. Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable by Executive, the Company, Employer, the Investors and their respective successors and assigns (including subsequent holders of Executive Securities); provided that the rights and obligations of Executive under this Agreement shall not be assignable except in connection with a permitted transfer of Executive Securities hereunder.

          (g) Choice of Law. The law of the State of Delaware will govern all questions concerning the relative rights of the Company, Employer and its stockholders. All other questions concerning the construction, validity and interpretation of this Agreement and the exhibits hereto will be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

          (h) MUTUAL WAIVER OF JURY TRIAL. BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES HERETO, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY AND/OR THE RELATIONSHIP ESTABLISHED AMONG THE PARTIES HEREUNDER.

          (i) Executive’s Cooperation. During the Employment Period and thereafter, Executive shall cooperate with the Company, Employer and their respective Subsidiaries and Affiliates in any disputes with third parties, internal investigation or administrative, regulatory or judicial proceeding as reasonably requested by the Company (including, without limitation, Executive being available to the Company upon reasonable notice for interviews and factual investigations, appearing at the Company’s request to give testimony without requiring service of a subpoena or other legal process, volunteering to the Company all pertinent information and turning over to the Company all relevant documents which are or may come into Executive’s possession, all at times and on schedules that are reasonably consistent with Executive’s other permitted activities and commitments). In the event the Company requires Executive’s cooperation in accordance with this paragraph after the Employment Period, the Company shall reimburse Executive solely for reasonable travel expenses (including lodging and meals, upon submission of receipts).

          (j) Remedies. Each of the parties to this Agreement (and the Investors as third-party beneficiaries) will be entitled to enforce its rights under this Agreement specifically, to recover damages and costs (including attorney’s fees) caused by any breach of any provision of this Agreement and to exercise all other rights existing in its favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or deposit) for specific performance and/or other injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement.

          (k) Amendment and Waiver. The provisions of this Agreement may be amended and waived only with the prior written consent of the Company, Employer, Executive and the Majority Holders (as defined in the Purchase Agreement).

          (l) Insurance. The Company, at its discretion, may apply for and procure in its own name and for its own benefit life and/or disability insurance on Executive in any amount or amounts considered available. Executive agrees to cooperate in any medical or other examination, supply any information, and to execute and deliver any applications or other

instruments in writing as may be reasonably necessary to obtain and constitute such insurance. Executive hereby represents that he has no reason to believe that his life is not insurable at rates now prevailing for healthy men of his age.

          (m) Business Days. If any time period for giving notice or taking action hereunder expires on a day which is a Saturday, Sunday or holiday in the state in which the Company’s chief executive office is located, the time period shall be automatically extended to the business day immediately following such Saturday, Sunday or holiday.

          (n) Indemnification and Reimbursement of Payments on Behalf of Executive. The Company and its Subsidiaries shall be entitled to deduct or withhold from any amounts owing from the Company or any of its Subsidiaries to Executive any federal, state, local or foreign withholding taxes, excise taxes, or employment taxes (“Taxes”) imposed with respect to Executive’s compensation or other payments from the Company or any of its Subsidiaries or Executive’s ownership interest in the Company, including, without limitation, wages, bonuses, dividends, the receipt or exercise of equity options and/or the receipt or vesting of restricted equity. In the event the Company or its Subsidiaries does not make such deductions or withholdings, Executive shall indemnify the Company and its Subsidiaries for any amounts paid with respect to any such Taxes, together with any interest, penalties and related expenses thereto.

          (o) Reasonable Expenses. The Company agrees to pay the reasonable fees and expenses of Executive’s counsel arising in connection with the negotiation and execution of this Agreement and the consummation of the transactions contemplated by this Agreement.

          (p) Termination. This Agreement (except for the provisions of Sections 6(a) and (b)) shall survive a Separation and shall remain in full force and effect after such Separation.

          (q) Adjustments of Numbers. All numbers set forth herein that refer to share prices or amounts will be appropriately adjusted to reflect stock splits, stock dividends, combinations of stock and other recapitalizations affecting the subject class of equity.

          (r) Deemed Transfer of Executive Securities. If the Company (and/or the Investors and/or any other Person acquiring securities) shall make available, at the time and place and in the amount and form provided in this Agreement, the consideration for the Executive Securities to be repurchased in accordance with the provisions of this Agreement, then from and after such time, the Person from whom such shares are to be repurchased shall no longer have any rights as a holder of such shares (other than the right to receive payment of such consideration in accordance with this Agreement), and such shares shall be deemed purchased in accordance with the applicable provisions hereof and the Company (and/or the Investors and/or any other Person acquiring securities) shall be deemed the owner and holder of such shares, whether or not the certificates therefor have been delivered as required by this Agreement.

          (s) No Pledge or Security Interest. The purpose of the Company’s retention of Executive’s stock certificates and executed stock powers is solely to facilitate the provisions set forth in Section 3 herein and Sections 4 and 5 of the Stockholders Agreement and does not constitute a pledge by Executive of, or the granting of a security interest in, the underlying equity.

          (t) Rights Granted to GTCR and its Affiliates. Any rights granted to GTCR and its Affiliates hereunder may also be exercised (in whole or in part) by their designees.

          (u) No Third-Party Beneficiaries. Except as specifically provided in this Agreement, nothing herein expressed or implied is intended or shall be construed to confer upon or give to any Person other than the parties hereto and their respective permitted successors and assigns, any rights or remedies under or by reason of this Agreement, such third parties specifically including employees, consultants and creditors of the Company, Employer and their respective Subsidiaries.

          (v) Delivery by Facsimile. This Agreement, the agreements referred to herein, and each other agreement or instrument entered into in connection herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile machine, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall reexecute original forms thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine as a defense to the formation or enforceability of a contract and each such party forever waives any such defense.

*      *      *      *      *

          IN WITNESS WHEREOF, the parties hereto have executed this Senior Management Agreement on the date first written above.

CAPELLA HOLDINGS, INC.
By:	/s/ James Thomas Anderson
Name:	James Thomas Anderson
Its:	President
CAPELLA HEALTHCARE, INC.
By:	/s/ James Thomas Anderson
Name:	James Thomas Anderson
Its:	President
/s/ Daniel S. Slipkovich
Daniel S. Slipkovich

EXHIBIT A

May       , 2005

ELECTION TO INCLUDE SECURITIES IN GROSS
INCOME PURSUANT TO SECTION 83(b) OF THE
INTERNAL REVENUE CODE

          The undersigned purchased shares of Common Stock (the “Shares”), of Capella Holdings, Inc., a Delaware corporation (the “Company”) on May ___, 2005 (the “Closing Date”). Under certain circumstances, the Company has the right to repurchase certain of the Shares at cost from the undersigned (or from the holder of the Shares, if different from the undersigned) should the undersigned cease to be employed by the Company and its subsidiaries or upon certain other events. Hence, the Shares are subject to a substantial risk of forfeiture and are non-transferable. The undersigned desires to make an election to have the Shares taxed under the provision of Code §83(b) at the time he purchased the Shares.

          Therefore, pursuant to Code §83(b) and Treasury Regulation §1.83-2 promulgated thereunder, the undersigned hereby makes an election, with respect to the Shares (described below), to report as taxable income for calendar year 2005 the excess (if any) of the Shares’ fair market value on May __, 2005 over the purchase price thereof.

          The following information is supplied in accordance with Treasury Regulation §1.83-2(e):

          1. The name, address and social security number of the undersigned:

Daniel S. Slipkovich
133 Steeplechase Lane
Nashville, Tennessee 37221
SSN: ###-##-####

          2. A description of the property with respect to which the election is being made: 4,581,350 shares of Common Stock of the Company.

          3. The date on which the property was transferred May __, 2005. The taxable year for which such election is made: calendar year 2005.

          4. The restrictions to which the Shares are subject are set forth in a Senior Management Agreement, dated May __, 2005, between the Company, a subsidiary of the Company, and the undersigned. A copy of the Senior Management Agreement is available upon request. In general, under the Senior Management Agreement, 3,791,463 of the Shares are subject to a five-year vesting schedule, with 20% of such Shares becoming vested on each anniversary of the purchase date if the undersigned remains employed as of such date. The remaining 789,887 Shares do not vest unless the undersigned remains employed at the time that a Sale of the Company (as defined in the Senior Management Agreement) or an initial Public

Offering (as defined in the Senior Management Agreement), in each case meeting certain financial criteria, occurs. The Company has an option to repurchase any unvested Shares upon a termination of the undersigned’s employment prior to vesting, with a purchase price equal to the undersigned’s original cost for the Shares or, if less, the fair market value of the unvested Shares.

          5. The fair market value on May __, 2005 of the property with respect to which the election is being made, determined without regard to any lapse restrictions: $0.08 per share of Common Stock.

          6. The amount paid for such property: $0.08 per share of Common Stock.

*      *      *      *      *

          A copy of this election has been furnished to the Secretary of the Company pursuant to Treasury Regulations §I.83-2(e)(7). A copy of this election will be submitted with the 2005 federal income tax return of the undersigned pursuant to Treasury Regulation §1.83-2(c).

Dated: May ___, 2005

Daniel S. Slipkovich

EXHIBIT B

ASSIGNMENT SEPARATE FROM CERTIFICATE

          FOR VALUE RECEIVED, Daniel S. Slipkovich (“Executive”) does hereby sell, assign and transfer unto                     , a                     ,                      shares of                      of Capella Holdings, Inc., a Delaware corporation (the “Company”), standing in the undersigned’s name on the books of the Company represented by Stock Certificate Nos.                      herewith and does hereby irrevocably constitute and appoint each principal of GTCR Golder Rauner, L.L.C. or GTCR Golder Rauner II, L.L.C. (acting alone or with one or more other such principals) as attorney to transfer the said securities on the books of the Company with full power of substitution in the premises.

          This Assignment Separate from Certificate may be used only for purposes of or in connection with transfers made in connection with Section 3 of that certain Senior Management Agreement among the Company, Capella Healthcare, Inc., a Delaware corporation, and Executive, dated as of May __, 2005, as amended from time to time pursuant to its terms, or Section 4 of that certain Stockholders Agreement, among the Company, Executive and certain stockholders of the Company, dated as of May __, 2005, as amended from time to time pursuant to its terms.

Dated:

Daniel S. Slipkovich

EXHIBIT C

SPOUSAL CONSENT

          The undersigned spouse of Executive hereby acknowledges that I have read the foregoing Senior Management Agreement and the Registration Agreement and the Stockholders Agreement referred to therein, each executed by Executive and dated as of the date hereof, and that I understand their contents. I am aware that the foregoing Senior Management Agreement and the Stockholders Agreement provide for the repurchase of my spouse’s Executive Securities under certain circumstances and/or impose other restrictions on such securities (including, without limitation, restrictions on transfer). I agree that my spouse’s interest in these securities is subject to these restrictions and any interest that I may have in such securities shall be irrevocably bound by these agreements and further, that my community property interest, if any, shall be similarly bound by these agreements.

                                        Date:                    , 2005

Spouse’s Name:                                        

                                        Date:                    , 2005

Witness’ Name:                                        

EX-10.12

EXHIBIT 10.12

AMENDMENT NO. 1 TO
SENIOR MANAGEMENT AGREEMENT

     THIS AMENDMENT NO. 1 TO SENIOR MANAGEMENT AGREEMENT (this “Amendment”), dated as of May 12, 2006, is made by and among Capella Holdings, Inc., a Delaware corporation (the “Company”), Capella Healthcare, Inc., a Delaware corporation (“Employer”), and Daniel S. Slipkovich (“Executive”), and GTCR Fund VIII, L.P., a Delaware limited partnership (the “Majority Holder”).

RECITALS

     WHEREAS, the Company, Employer and Executive entered into a Senior Management Agreement, dated as of May 4, 2005 (the “Senior Management Agreement”); and

     WHEREAS, the Company, Employer, Executive and the Majority Holder desire to amend the Senior Management Agreement as set forth herein pursuant to Section 11(k) of the Senior Management Agreement;

     NOW, THEREFORE, in consideration of the foregoing recitals, which shall constitute a part of this Amendment, and the mutual promises contained in this Amendment, and intending to be legally bound thereby, the parties agree as follows:

     1. Amendment to Section 3(b). Section 3(b) of the Senior Management Agreement is hereby deleted in its entirety and replaced with the following provision:

“In the event of a Separation, (i) the purchase price for each share of Unvested Common Stock will be the lesser of (A) Executive’s Original Cost for such share, and (B) the Fair Market Value of such share as of the date of the Repurchase Notice (as defined in Section 3(c) below) delivered pursuant to this Section 3, and (ii) the purchase price for each share of Vested Stock will be the Fair Market Value of such share as of the date of the Repurchase Notice delivered pursuant to this Section 3 (including, in the case of Preferred Stock, all accrued dividends thereon); provided, however, that if Executive’s employment is terminated with Cause, the purchase price for each share of Vested Carried Common Stock will be the lesser of (A) Executive’s Original Cost for such share and (B) the Fair Market Value of such share as of the date of the Repurchase Notice.”

     2. Amendment to Section 3(c). The first sentence of Section 3(c) of the Senior Management Agreement is hereby deleted in its entirety and replaced with the following sentence:

“In the event of a Separation, the Company (with the approval of the Board) may elect to purchase all or any portion of the Unvested Common Stock and/or the Vested Stock by delivering written notice (the “Repurchase Notice”) to the holder or holders of such Executive Securities on or prior to the date which is twelve months and one day after the Separation; provided that the Company may not deliver the Repurchase Notice with respect to any shares of Vested Carried Common Stock earlier than six months and one day after the date such shares became Vested Carried Common Stock.”

     3. Ratification. All other paragraphs, provisions, and clauses in the Senior Management Agreement not so modified remain in full force and effect as originally written.

     4. Defined Terms. Certain capitalized terms not defined herein shall have the meanings given to such terms in the Senior Management Agreement.

     5. Counterparts. This Amendment may be executed in one or more counterparts, each of which is an original, but all of which together constitute one and the same instrument. Any counterpart may be executed by facsimile signature and such facsimile signature shall be deemed an original.

     6. Governing Law; Binding Agreement. All questions concerning the construction, validity, enforcement and interpretation of this Amendment shall be governed by the internal law of the State of Delaware without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Delaware.

*      *      *      *

-2-

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.

CAPELLA HOLDINGS, INC.
By:	/s/ James Thomas Anderson
Name:	James Thomas Anderson
Its:	President
CAPELLA HEALTHCARE, INC.
By:	/s/ James Thomas Anderson
Name:	James Thomas Anderson
Its:	President
/s/ Daniel S. Slipkovich
Daniel S. Slipkovich

Agreed and Accepted by:

GTCR FUND VIII, L.P., as Majority Holder
By:	GTCR Partners VIII, L.P.
Its:	General Partner
By:	GTCR Golder Rauner II, L.L.C.
Its:	General Partner
By:	/s/ Joseph P. Nolan
Name:	Joseph P. Nolan
Its:	Principal

Signature Page to Amendment No. 1 to Senior Management Agreement

EX-10.13

EXHIBIT 10.13

SENIOR MANAGEMENT AGREEMENT

          THIS SENIOR MANAGEMENT AGREEMENT (this “Agreement”) is made as of May 4, 2005, by and among Capella Holdings, Inc., a Delaware corporation (the “Company”), Capella Healthcare, Inc., a Delaware corporation (“Employer”), and James Thomas Anderson (“Executive”). This Agreement shall become effective as of the Employment Date (as defined below).

          The Company and Executive desire to enter into an agreement pursuant to which Executive will purchase from the Company, and the Company will sell to Executive, up to 732.291 shares of the Company’s Cumulative Redeemable Preferred Stock (the “Preferred Stock”), and 3,820,297 shares of the Company’s Common Stock (the “Common Stock”). All Preferred Stock and Common Stock acquired by Executive are referred to herein as “Executive Securities”. Certain definitions are set forth in Section 9 of this Agreement.

          The Company, Employer and Executive mutually desire to enter into an agreement pursuant to which Employer will employ Executive.

          The execution and delivery of this Agreement by the Company and Executive is a condition to the purchase of Preferred Stock and Common Stock by GTCR Golder Rauner II, L.L.C. (“GTCR II”) or any other investment fund managed by GTCR II or GTCR Golder Rauner, L.L.C. (collectively, the “Investors”, and each, an “Investor”) pursuant to a Stock Purchase Agreement between the Company and the Investors dated as of the date hereof (the “Purchase Agreement”). Certain provisions of this Agreement are intended for the benefit of, and will be enforceable by, the Investors.

          NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

PROVISIONS RELATING TO EXECUTIVE SECURITIES

          1. Purchase and Sale of Executive Securities.

          (a) At the Initial Closing (as defined in the Purchase Agreement), Executive will purchase, and the Company will sell, 3,820,297 shares of Common Stock at a price of $0.08 per share. The Company will deliver to Executive a copy of the certificate(s) representing such shares of Common Stock, and Executive will deliver to the Company a cashier’s or certified check or wire transfer of immediately available funds in an aggregate amount equal to $305,624.00 as payment for such shares of Common Stock.

          (b) Upon the purchase from time to time by the Investors of shares of Preferred Stock pursuant to Section 1B of the Purchase Agreement, Executive will purchase, and the Company will sell, up to an aggregate of 732.291 shares of Preferred Stock at a price of $1,000 per share. The number of shares of Preferred Stock to be sold by the Company and

purchased by Executive at any time shall equal (i) 732.291 shares of Preferred Stock, multiplied by (ii) a fraction (A) the numerator of which will be the number of shares of Preferred Stock to be concurrently purchased by the Investors and (B) the denominator of which will be 196,000.000. The Company will deliver to Executive copies of the certificates representing such Executive Securities in exchange for a purchase price equal to $1,000 per share for each share of Preferred Stock multiplied by the number of such shares so purchased by Executive.

          (c) 3,633,488 of the shares of Common Stock acquired pursuant to Section 1(a) above are referred to herein as the “Carried Common Stock.” The remaining shares of Common Stock that are acquired pursuant to Section 1(a) above are referred to herein as the “Co-Invest Common Stock.” All Preferred Stock and the Co-Invest Common Stock acquired by Executive hereunder are referred to herein as the “Co-Invest Stock,”

          (d) Within 30 days after the purchase of any Carried Common Stock hereunder (including, without limitation, upon the execution hereof), Executive will make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in the form of Exhibit A attached hereto.

          (e) Until released upon the occurrence of a Sale of the Company or a Public Offering as provided below, all stock certificates evidencing Executive Securities shall be held by the Company for the benefit of Executive and the other holder(s) of Executive Securities. Upon the occurrence of a Sale of the Company, the Company will return all stock certificates evidencing Executive Securities to the record holders thereof. Upon the consummation of a Public Offering, the Company will return to the record holders thereof stock certificates evidencing the Co-Invest Stock and the Vested Carried Common Stock.

          (f) In connection with the purchase and sale of the Executive Securities, Executive represents and warrants to the Company that:

          (i) The Executive Securities to be acquired by Executive pursuant to this Agreement will be acquired for Executive’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Executive Securities will not be disposed of in contravention of the Securities Act or any applicable state securities laws.

          (ii) Executive is an executive officer of the Company and Employer, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive Securities.

          (iii) Executive is an “accredited investor” within the meaning of Securities and Exchange Commission Rule 501 of Regulation D.

          (iv) Executive is able to bear the economic risk of his investment in the Executive Securities for an indefinite period of time because the Executive Securities have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available.

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          (v) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Executive Securities and has had full access to such other information concerning the Company as he has requested.

          (vi) This Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject.

          (vii) Executive is neither party to, nor bound by, any other employment agreement, consulting agreement, noncompete agreement, non-solicitation agreement or confidentiality agreement, except for that certain Executive Severance Agreement between Executive and Province Healthcare Company, dated as of about October 18, 1999 (the “Severance Agreement”). The Severance Agreement has not been amended. Without limiting the foregoing, Executive’s duties to the Company and its Subsidiaries will not conflict with or breach the terms of the Severance Agreement.

          (viii) Executive is a resident of the State of Tennessee.

          (g) As an inducement to the Company to issue the Executive Securities to Executive, and as a condition thereto, Executive acknowledges and agrees that neither the issuance of the Executive Securities to Executive nor any provision contained herein shall entitle Executive to remain in the employment of the Company, Employer or their respective Subsidiaries or affect the right of the Company, Employer or their respective Subsidiaries to terminate Executive’s employment at any time for any reason.

          (h) Concurrently with the execution of this Agreement, Executive shall execute in blank ten stock transfer powers in the form of Exhibit B attached hereto (the “Stock Powers”) with respect to the Executive Securities and shall deliver such Stock Powers to the Company. The Stock Powers shall authorize the Company to assign, transfer and deliver the Executive Securities to the appropriate acquiror thereof pursuant to Section 3 below or Section 4 of the Stockholders Agreement and under no other circumstances.

          (i) At the Closing, if Executive is lawfully married, Executive’s spouse shall execute the Consent in the form of Exhibit C attached hereto.

          (j) At the Closing, Executive shall become a party to the Stockholders Agreement and the Registration Agreement, in each case, in the capacity of an Executive.

          (k) The Company shall reserve 2,211,688 additional shares of Common Stock (the “Additional Common Stock”) for issuance (whether through restricted stock, upon exercise of options or otherwise) to other executives and employees of the Company and its Subsidiaries after the date hereof (including executives and employees of acquired companies); provided that in the event that any portion of such Additional Common Stock are not issued prior to the earliest to occur of (x) the redemption of all issued and outstanding Preferred Stock, (y) a Sale of the Company or (z) an initial Public Offering, the Board in its sole discretion may issue any or

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all of the remaining shares of Additional Common Stock to the executives of the Company or its Subsidiaries (including Executive) in the amounts determined by the Board. Any shares of Additional Common Stock not allocated by the Board to executives and employees of the Company and its Subsidiaries pursuant to the immediately preceding sentence shall remain unissued.

          2. Vesting of Carried Common Stock.

          (a) The Co-Invest Stock acquired by Executive shall be vested upon the purchase thereof. 3,159,550 shares of the Carried Common Stock shall vest as described in Section 2(b) and (c) below (the “Time Shares”) and 473,938 shares of the Carried Common Stock shall vest as described in Section 2(d) below (the “Performance Shares”).

          (b) Except as otherwise provided in this Section 2, the Time Shares shall become vested in accordance with the following schedule, if as of each such date Executive is employed by the Company or any of its Subsidiaries:

	Cumulative Percentage of
	Time Shares Vested
First Anniversary of Initial Vesting Date		20	%
Second Anniversary of Initial Vesting Date		40	%
Third Anniversary of Initial Vesting Date		60	%
Fourth Anniversary of Initial Vesting Date		80	%
Fifth Anniversary of Initial Vesting Date		100	%

          (c) Upon the occurrence of a Sale of the Company, all Time Shares which have not yet become vested shall become vested as of the date of consummation of the Sale of the Company, if, as of such date, Executive has been continuously employed by the Company, Employer or any of their respective Subsidiaries from the Initial Vesting Date and including such date.

          (d) If upon the occurrence of a Sale of the Company or an initial Public Offering pursuant to which both (X) Investors receive Cash Inflows in an aggregate amount in excess of two and one-half (2¹/2) times the Investors’ aggregate Cash Outflows with respect to the Investors’ Preferred Stock and Common Stock (assuming vesting of all options to acquire Common Stock to be vested in connection with such Sale of the Company, including the Time Shares, or initial Public Offering) and (Y) Investors receive Cash Inflows in an aggregate amount in excess of the Trigger Amount (as hereinafter defined), then all of the Performance Shares shall become vested effective immediately prior to such Sale of the Company or initial Public Offering if, as of such date, Executive has been continuously employed by the Company or any of its Subsidiaries from the date of this Agreement through and including such date. For purposes of this Section 2(d), the “Trigger Amount” shall mean Investors’ aggregate Cash Outflows with respect to the Investors’ Preferred Stock and Common Stock (assuming vesting of all options to acquire Common Stock to be vested in connection with such Sale of the Company, including the Time Shares, or initial Public Offering) as such amounts may be increased from the

4

date such amounts have been received by the Company until the date of determination at an annual rate of 30% (compounded annually).

          (e) Carried Common Stock that has become vested (“Vested Carried Common Stock”) and the shares of Co-Invest Stock that are shares of Common Stock are referred to herein as “Vested Common Stock.” The Vested Common Stock and the Preferred Stock are collectively referred to herein as “Vested Stock.” All Carried Common Stock that has not vested is referred to herein as “Unvested Common Stock.”

          3. Repurchase of Executive Securities.

          (a) In the event Executive ceases to be employed by the Company or any of its Subsidiaries for any reason (the “Separation”), the Executive Securities (whether held by Executive or one or more of Executive’s transferees, other than the Company and the Investors) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 (the “Repurchase Option”). The Company may assign its repurchase rights set forth in this Section 3 to any Person.

          (b) In the event of a Separation, (i) the purchase price for each share of Unvested Common Stock will be the lesser of (A) Executive’s Original Cost for such share, and (B) the Fair Market Value of such share as of the date of the Repurchase Notice (as defined in Section 3(c) below) delivered pursuant to this Section 3, and (ii) the purchase price for each share of Vested Stock will be the greater of (A) Executive’s Original Cost for such share and (B) the Fair Market Value of such share as of the date of the Repurchase Notice delivered pursuant to this Section 3 (including, in the case of Preferred Stock, all accrued dividends thereon); provided, however, that if Executive’s employment is terminated with Cause, the purchase price for each share of Vested Carried Common Stock will be the lesser of (A) Executive’s Original Cost for such share and (B) the Fair Market Value of such share as of the date of the Repurchase Notice.

          (c) In the event of a Separation, the Company (with the approval of the Board) may elect to purchase all or any portion of the Unvested Common Stock and/or the Vested Stock by delivering written notice (the “Repurchase Notice”) to the holder or holders of such Executive Securities on or prior to the date which is twelve months and one day after the Separation; provided that the Company may not deliver the Repurchase Notice with respect to any shares of Vested Carried Common Stock earlier than 181 days after the date such shares became Vested Carried Common Stock. The Repurchase Notice will set forth the number of shares of Unvested Common Stock and Vested Stock to be acquired from each holder, the aggregate consideration to be paid for such shares in accordance with Section 3(b) above and the time and place for the closing of the transaction. The number of Executive Securities to be repurchased by the Company shall first be satisfied to the extent possible from the Executive Securities held by Executive at the time of delivery of the Repurchase Notice. If the number of Executive Securities then held by Executive is less than the total number of Executive Securities that the Company has elected to purchase, the Company shall purchase the remaining Executive Securities elected to be purchased from the other holder(s) of Executive Securities under this Agreement, pro rata according to the number of Executive Securities held by such other

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holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share).

          (d) If for any reason the Company issues a Repurchase Notice but does not elect to purchase all of the Executive Securities pursuant to the Repurchase Option, the Investors shall be entitled to exercise the Repurchase Option for all or any portion of the Executive Securities the Company has not elected to purchase (the “Available Securities”). As soon as practicable after the Company has determined that there will be Available Securities, but in any event within ten months after the Separation, the Company shall give written notice (the “Option Notice”) to the Investors setting forth the number of Available Securities and the purchase price for the Available Securities. The Investors may elect to purchase any or all of the Available Securities by giving written notice to the Company within one month after the Option Notice has been given by the Company. If the Investors elect to purchase an aggregate number greater than the number of Available Securities, the Available Securities shall be allocated among the Investors based upon the number of shares of Common stock owned by each Investor. As soon as practicable, and in any event within ten days after the expiration of the one month period set forth above, the Company shall notify each holder of Executive Securities as to the number of shares being purchased from such holder by the Investors (the “Supplemental Repurchase Notice”). At the time the Company delivers the Supplemental Repurchase Notice to the holder(s) of Executive Securities, the Company shall also deliver written notice to each Investor setting forth the number and type of shares such Investor is entitled to purchase, the aggregate purchase price in accordance with Section 3(b) above and the time and place of the closing of the transaction. The number of shares of Unvested Common Stock and Vested Stock to be repurchased hereunder shall be allocated among the Company and the Investors pro rata according to the number of Executive Securities to be purchased by each of them.

          (e) The closing of the purchase of the Executive Securities pursuant to the Repurchase Option shall take place on the date designated by the Company in the Repurchase Notice or Supplemental Repurchase Notice, which date shall not be more than one month nor less than 5 days after the delivery of the later of either such notice to be delivered. The Company will pay for the Executive Securities to be purchased by it pursuant to the Repurchase Option by first offsetting amounts outstanding under any bona fide debts owed by Executive to the Company, and will pay the remainder of the purchase price (if any) by, at its option, a check or wire transfer of funds. Each Investor will pay for the Executive Securities purchased by it by a check or wire transfer of funds (and with no other form of consideration). The Company and the Investors will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require that all sellers’ signatures be guaranteed.

          (f) In the event of a Sale of the Company or an initial Public Offering, the Performance Shares which (A) were issued 181 days or more prior to the Sale of the Company or the initial Public Offering and (B) would be Unvested Stock after giving effect to any vesting of such Performance Shares pursuant to Section 2 in connection with such Sale of the Company or initial Public Offering (such stock shall be deemed “Remaining Unvested Stock”) will be subject to repurchase by the Company pursuant to the terms and conditions set forth in this Section 3(f). In the event of a Sale of the Company or initial Public Offering, the purchase price for each share of Remaining Unvested Stock will be the lesser of (A) the Fair Market Value of such share as of the date of such Sale of the Company or initial Public Offering, and (B) Executive’s Original

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Cost for such share. The Company may elect to repurchase all of the Remaining Unvested Stock in the event of a Sale of the Company or initial Public Offering by delivery of written notice to Executive at least two (2) business days prior to such Sale of the Company or initial Public Offering. The Remaining Unvested Stock shall be repurchased from the Remaining Unvested Stock held by Executive and any other holder(s) of Remaining Unvested Stock under this Agreement. If the Company elects to purchase the Remaining Unvested Stock, including Remaining Unvested Stock held by one or more of Executive’s transferees, then, immediately prior to, at or in connection with the Sale of the Company or initial Public Offering, the Company shall pay for the Remaining Unvested Stock (i) by offsetting obligations owed by Executive or Executive’s transferee(s) to the Company, or (ii) at the Company’s option, by certified check or wire transfer of funds. The Board shall determine whether the purchasers of Remaining Unvested Stock hereunder shall be entitled to receive customary representations and warranties form the sellers regarding such sale of shares (including representations and warranties regarding good title to such shares, free and clear of any liens or encumbrances).

          (g) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Executive Securities by the Company pursuant to this Agreement shall be subject to applicable restrictions contained in the Delaware General Corporation Law or such other governing corporate law, and in the Company’s and its Subsidiaries’ debt and equity financing agreements. In furtherance of the foregoing, if any such restrictions prohibit (i) the repurchase of Executive Securities hereunder which the Company is otherwise entitled or required to make or (ii) dividends or other transfers of funds from one or more Subsidiaries to the Company to enable any such repurchases, then the Company may make such repurchases as soon as it is permitted to do so under such restrictions.

          (h) Notwithstanding anything to the contrary contained in this Agreement, if the Fair Market Value of Executive Securities is finally determined to be an amount at least 10% greater than the per share repurchase price for such share of Executive Securities in the Repurchase Notice or in the Supplemental Repurchase Notice, each of the Company and the Investors shall have the right to revoke its exercise of the Repurchase Option for all or any portion of the Executive Securities elected to be repurchased by it by delivering notice of such revocation in writing to the holders of Executive Securities during the thirty-day period beginning on the date that the Company and/or the Investors are given written notice that the Fair Market Value of a share of Executive Securities was finally determined to be an amount at least 10% greater than the per share repurchase price for Executive Securities set forth in the Repurchase Notice or in the Supplemental Repurchase Notice.

          (i) Notwithstanding anything to the contrary contained in this Agreement and consistent with Section 12 of the Stockholders Agreement, in addition to all other rights and remedies which might otherwise be available to the Company and the Investors, in the event Executive fails to purchase any of the Executive Securities that he is required to purchase pursuant to Section 1(b) above (a “Triggering Event”), the Co-Invest Stock purchased by Executive (whether held by Executive or one or more of Executive’s transferees, other than the Company and the Investors) will be subject to repurchase, in each case, by the Company and the Investors pursuant to the terms, conditions and procedures set forth in this Section 3 with respect to a repurchase in the event of a Separation. Notwithstanding anything in this Section 3 to the contrary, in addition to all other rights and remedies which might otherwise be available to the

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Company and the Investors pursuant to this Agreement, upon a Triggering Event (even if there is also a Separation), the purchase price for each share of Co-Invest Stock to be repurchased pursuant to this Section 3(i) will be the Fair Market Value of such share as of the date of the Repurchase Notice for any share repurchased pursuant to this Section 3(i).

          (j) If Executive’s employment is terminated by Employer without Cause or if Executive resigns for Good Reason, then within thirty days after such termination, Executive shall have the right to require the Company to repurchase all of the Co-Invest Stock then held by Executive by delivering a written notice to the Company (the “Put Notice”) at the Fair Market Value of such shares as of the date of the Put Notice, subject to the terms of this paragraph. The closing of the purchase of the Executive Securities pursuant to the Put Notice (the “Put Closing”) shall take place on the date designated by the Company, which date shall not be more than ninety days nor less than 5 days after the delivery of the Put Notice by Executive. At the Put Closing, Executive shall deliver to the Company certificates representing all of the outstanding Co-Invest Stock to be repurchased by the Company free and clear of all liens and encumbrances and duly endorsed in blank or accompanied by duly executed forms of assignment (with signatures guaranteed), and the Company will pay for the Co-Invest Stock to be purchased by it pursuant to this paragraph by (1) first, offsetting amounts outstanding under any bona fide debts owed by Executive to the Company and (2) second, paying the remainder (if any) of the purchase price by a check or wire transfer of funds. The Company will be entitled to receive customary representations and warranties from Executive regarding such sale. Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Co-Invest Stock by the Company pursuant to this paragraph shall be subject to applicable restrictions contained in the Delaware General Corporation Law or such other governing corporate law, and in the Company’s and its Subsidiaries’ debt and equity financing agreements. In furtherance of the foregoing, if any such restrictions prohibit (i) the repurchase of Co-Invest Stock hereunder which the Company is otherwise required to make or (ii) dividends or other transfers of funds from one or more Subsidiaries to the Company to enable any such repurchases, then the Company shall make such repurchases as soon as it is permitted to do so under such restrictions.

          (k) The provisions of this Section 3 shall terminate with respect to Vested Stock upon the consummation of a Public Offering.

          4. Restrictions on Transfer of Executive Securities.

          (a) Transfer of Executive Securities. The holders of Executive Securities shall not Transfer any interest in any shares of Executive Securities, except pursuant to (i) the provisions of Section 3 hereof, (ii) the provisions of Section 3 of the Stockholders Agreement (Participation Rights) (a “Participating Sale”), (iii) an Approved Sale (as defined in Section 5 of the Stockholders Agreement (Sale of the Company)), or (iv) the provisions of Section 4(b) below.

          (b) Certain Permitted Transfers. The restrictions in this Section 4 will not apply with respect to any Transfer of Executive Securities made (i) pursuant to applicable laws of descent and distribution or to such Person’s legal guardian in the case of any mental incapacity or among such Person’s Family Group, or (ii) of shares of Common Stock at such time as the Investors sell Common Stock in a Public Sale, but in the case of this clause (ii) only

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an amount of shares (the “Transfer Amount”) equal to the lesser of (A) the sum of the number of shares of Vested Common Stock owned by Executive and (B) the result of the number of shares of Common Stock owned by Executive multiplied by a fraction (the “Transfer Fraction”), the numerator of which is the number of shares of Common Stock sold by the Investors in such Public Sale and the denominator of which is the total number of shares of Common Stock held by the Investors prior to the Public Sale; provided that, if at the time of a Public Sale of stock by the Investors, Executive chooses not to Transfer the Transfer Amount, Executive shall retain the right to Transfer an amount of Common Stock at a future date equal to the lesser of (x) the sum of the number of shares of Vested Common Stock owned by Executive at such future date and (y) the result of the number of the shares of Common Stock owned by Executive at such future date multiplied by the Transfer Fraction; provided further that the restrictions contained in this Section 4 will continue to be applicable to the Executive Securities after any Transfer of the type referred to in clause (i) above and the transferees of such Executive Securities must agree in writing to be bound by the provisions of this Agreement. Any transferee of Executive Securities pursuant to a Transfer in accordance with the provisions of clause (i) of this Section 4(b) is herein referred to as a “Permitted Transferee.” Upon the Transfer of Executive Securities pursuant to this Section 4(b), the transferring holder of Executive Securities will deliver a written notice (a “Transfer Notice”) to the Company. In the case of a Transfer pursuant to clause (i) hereof, the Transfer Notice will disclose in reasonable detail the identity of the Permitted Transferee(s).

          (c) Termination of Restrictions. The restrictions set forth in this Section 4 will continue with respect to each share of Executive Securities until the earlier of (i) the date on which such share of Executive Securities has been transferred in a Public Sale permitted by this Section 4, or (ii) the consummation of a Sale of the Company.

          5. Additional Restrictions on Transfer of Executive Securities.

          (a) Legend. The certificates representing the Executive Securities will bear a legend in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED AS OF MAY __, 2005, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN A SENIOR MANAGEMENT AGREEMENT BETWEEN THE COMPANY AND AN EXECUTIVE OF THE COMPANY AND OTHER PARTIES, DATED AS OF MAY ___, 2005. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.

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THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS A FULL STATEMENT OF ALL OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREON AUTHORIZED TO BE ISSUED BY THE COMPANY AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS.”

          (b) Opinion of Counsel. No holder of Executive Securities may Transfer any Executive Securities (except pursuant to Section 3 or 4(b) of this Agreement, Section 5 of the Stockholders Agreement (Sale of the Company) or an effective registration statement under the Securities Act) without first delivering to the Company a written notice describing in reasonable detail the proposed Transfer, together with an opinion of counsel (reasonably acceptable in form and substance to the Company) that neither registration nor qualification under the Securities Act and applicable state securities laws is required in connection with such transfer. In addition, if the holder of the Executive Securities delivers to the Company an opinion of counsel that no subsequent Transfer of such Executive Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated Transfer deliver new certificates for such Executive Securities that do not bear the Securities Act portion of the legend set forth in Section 5(a). If the Company is not required to deliver new certificates for such Executive Securities not bearing such legend, the holder thereof shall not Transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 5.

PROVISIONS RELATING TO EMPLOYMENT

          6. Employment. Employer agrees to employ Executive and Executive accepts such employment for the period beginning as of the Employment Date and ending upon his Separation (the “Employment Period”). Notwithstanding anything in this Agreement to the contrary, express or implied, (i) the Employment Period shall terminate immediately upon Executive’s resignation (for Good Reason or without Good Reason), death or Disability and (ii) the Employment Period may be terminated by Employer at any time for Cause or without Cause. Except as otherwise provided herein, any termination of the Employment Period by Employer shall be effective as of the date specified in a written notice from Employer to Executive.

          (a) Position and Duties.

          (i) During the Employment Period, Executive shall serve as the President of the Company and shall have the normal duties, responsibilities and authority implied by such position, including, without limitation, the responsibilities associated with all aspects of the daily operations of Employer and the identification, negotiation, completion and integration of any acquisitions made by the Company, Employer or their Subsidiaries, subject to the power of the Board or the Chief Executive Officer to expand or limit such duties, responsibilities and authority and to override actions of the President.

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          (ii) Executive shall report to the Chief Executive Officer, and Executive shall devote his best efforts and his full business time and attention to the business and affairs of the Company, Employer and their Subsidiaries.

          (b) Salary, Bonus and Benefits. During the Employment Period, Employer will pay Executive a base salary of $200,000 per annum or such other higher rate as the Board may determine from time to time (the “Annual Base Salary”), which salary shall be payable by Employer in regular installments in accordance with Employer’s general payroll practices (in effect from time to time); provided that commencing on the Initial EBITDA Condition Date (as hereinafter defined), the Annual Base Salary shall be increased to $350,000 per annum. In addition to the Annual Base Salary, Executive shall be eligible for an annual base bonus (the “Annual Bonus”) following the end of each fiscal year of the Company during the Employment Period commencing on the first fiscal year of the Company after the Initial EBITDA Condition Date (as hereinafter defined) of up to 100% of the Annual Base Salary, as determined by the Board in its sole discretion based upon achievement by Executive and achievement by the Company, Employer and their Subsidiaries of performance criteria and other goals established by the Board (or the Compensation Committee established by the Board); provided that with respect to the first year for which Executive is eligible for a bonus, such bonus shall be paid on a pro rata basis based upon that portion of the year that remained after the Initial EBITDA Condition Date. Any bonus with respect to any fiscal year shall be payable on or prior to March 15 of the following fiscal year. In addition, during the Employment Period, Executive will be entitled to such other benefits approved by the Board and made available to the senior management of the Company, Employer and their Subsidiaries. For purposes of this Agreement, the “Initial EBITDA Target” shall mean first month-end in which the Company has achieved consolidated EBITDA of at least $30 million on a pro forma basis (after giving effect to any acquisitions or dispositions by the Company or any of its subsidiaries that have been consummated) over the full twelve calendar month period ending on such day.

          (c) During the Employment Period, Employer shall reimburse Executive for all reasonable business expenses incurred by him in the course of performing his duties and responsibilities under this Agreement which are consistent with Employer’s policies in effect from time to time with respect to travel, entertainment and other business expenses, subject to Employer’s requirements with respect to reporting and documentation of such expenses.

          (d) All amounts payable to Executive as compensation hereunder shall be subject to all required and customary withholding by Employer.

          (e) Separation. The Employment Period will continue until (i) Executive’s Disability or death, (ii) Executive’s termination of the Employment Period for any reason or (iii) the Board’s or Employer’s termination of the Employment Period with or without Cause. If Executive’s employment is terminated by Employer without Cause or as a result of Disability or death or Executive resigns for Good Reason, then during the one-year period commencing on the date of termination (the “Severance Period”), Executive shall be entitled to receive his Annual Base Salary, in each case payable by Employer in regular installments in accordance with Employer’s general payroll practices (in effect from time to time). Notwithstanding the foregoing, (A) Executive shall not be entitled to receive any severance payments pursuant to this Section 6(e) unless Executive has executed and delivered to Employer a general release in form

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and substance satisfactory to Employer and (B) Executive shall be entitled to receive such severance payments only so long as Executive has not breached the provisions of Sections 7 or 8 hereof. Except as otherwise expressly provided in this Section 6(e), Executive shall not be entitled to receive any severance payments from and after the date of termination.

          7. Confidential Information.

          (a) Obligation to Maintain Confidentiality. Executive acknowledges that any trade secrets or other information, observations and data obtained by him during the course of his performance under this Agreement (or during any pre-employment discussions or negotiations) concerning the business or affairs of the Company, Employer or their respective Subsidiaries or Affiliates, other than information already known by Executive prior to his employment with Employer (other than any pre-employment discussions or negotiations) (“Confidential Information”) are the property of the Company, Employer or such Subsidiaries or Affiliates, including information concerning Work Product (as defined below) and acquisition opportunities in or reasonably related to the Company’s and Employer’s business or industry of which Executive becomes aware during the Employment Period. Therefore, Executive agrees that he will not, during the Employment Period and thereafter, disclose to any unauthorized Person or use for his own account, or the account of any unauthorized Person, any Confidential Information without the Board’s written consent, unless and to the extent that the Confidential Information, (i) becomes generally known to and available for use by the public other than as a result of Executive’s acts or omissions to act or (ii) is required to be disclosed pursuant to any applicable law or court order, provided that Executive uses all reasonable efforts to obtain confidential treatment of such information. Executive shall deliver to the Company at a Separation, or at any other time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or the business of the Company, Employer and their respective Subsidiaries and Affiliates (including, without limitation, all acquisition prospects, lists and contact information) which he may then possess or have under his control.

          (b) Ownership of Property. Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, invention disclosures, patent applications, copyrightable works (including mask works), trademarks, trade names and other source identifiers, and all registrations or applications related to the foregoing and all other proprietary information and all similar or related information (whether or not patentable and whether or not including trade secrets or other confidential information) that relate to the Company’s, Employer’s or any of their respective Subsidiaries’ or Affiliates’ actual or anticipated business, research and development, or existing or planned future products or services and that are conceived, developed, designed, made authored, contributed to, or reduced to practice by Executive (either solely or jointly with others) while employed by the Company, Employer or any of their respective Subsidiaries or Affiliates (“Work Product”) belong to the Company, Employer or such Subsidiary or Affiliate, and Executive hereby assigns, and agrees to assign, all Work Product, and all intellectual property embodied therein, to the Company, Employer or to such Subsidiary or Affiliate. Notwithstanding the foregoing, any copyrightable work authored or prepared in whole or in part by Executive in the course of his work for any of the foregoing

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entities shall be deemed a “work made for hire” under the copyright laws of the United States, and the Company, Employer or such Subsidiary or Affiliate shall own all rights therein. To the extent that any such copyrightable work is deemed not to be a “work made for hire,” Executive hereby assigns and agrees to assign to the Company, Employer or such Subsidiary or Affiliate all right, title, and interest, in and to such copyrightable work and all intellectual property embodied therein. Executive shall promptly disclose all Work Product to the Board. Executive represents and warrants to the Company and Employer that he does not now nor has he ever owned, nor has he ever made, any materials prior to the Employment Period that relate to the Company’s, Employer’s or their respective Subsidiaries’ or Affiliates’ actual or anticipated business, research and development or existing or planned future products or services. Executive hereby agrees to perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm the Company’s, Employer’s or such Subsidiary’s or Affiliate’s ownership of any Work Product (including, without limitation, by executing assignments, consents, powers of attorney, and other instruments). Should the Company, Employer or such Subsidiary or Affiliate be unable to secure Executive’s signature on any document necessary to apply for, prosecute, obtain, or enforce any patent, copyright, or other right or protection relating to any Work Product, whether due to Executive’s mental or physical incapacity or any other cause, Executive hereby irrevocably designates and appoints the Company, Employer or such Subsidiary or Affiliate and each of its duly authorized officers and agents as his agent and attorney-in-fact, to act for an in Executive’s behalf and stead, to execute and file any such document, and to do all other lawfully permitted acts to further the prosecution, issuance, and enforcement of patents, copyrights, trademarks or other rights or protections with the same force and effect as if executed and delivered by Executive.

          (c) Notice of Statutory Exception. In accordance with certain state laws, Executive is hereby advised that the foregoing Section 7(b) regarding ownership of Work Product does not apply to any invention for which no equipment, supplies, facilities or trade secret information of Company or its Subsidiaries or Affiliates was used and that was developed entirely on Executive’s own time, unless (a) the invention relates to the business or actual or demonstrably anticipated research or development of the Company or any Subsidiary or Affiliate, or (b) the invention results from any work performed by Executive for the Company or any Subsidiary or Affiliate.

          (d) Third Party Information. Executive understands that the Company, Employer and their respective Subsidiaries and Affiliates will receive from third parties confidential or proprietary information (“Third Party Information”) subject to a duty on the Company’s, Employer’s and/or their respective Subsidiaries’ and/or Affiliates’ part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the Employment Period and thereafter, and without in any way limiting the provisions of Section 7(a) above, Executive will hold Third Party Information in the strictest confidence and will not disclose to anyone (other than personnel and consultants of the Company, Employer or their respective Subsidiaries or Affiliates who need to know such information in connection with their work for the Company, Employer or their respective Subsidiaries and Affiliates) or use, except in connection with his work for the Company, Employer or their respective Subsidiaries or Affiliates, Third Party Information unless expressly authorized by a member of the Board in writing.

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          (e) Use of Information of Prior Employers. During the Employment Period, Executive will not improperly use or disclose any trade secrets or other confidential information, if any, of any former employers or any other Person to whom Executive has an obligation of confidentiality, and will not bring onto the premises of the Company, Employer or any of their respective Subsidiaries or Affiliates any unpublished documents or any property belonging to any former employer or any other Person to whom Executive has an obligation of confidentiality unless consented to in writing by the former employer or Person. Executive will use in the performance of his duties only information which is (i) generally known and used by persons with training and experience comparable to Executive’s and which is (x) common knowledge in the industry or (y) is otherwise legally in the public domain, (ii) is otherwise provided or developed by the Company, Employer or any of their respective Subsidiaries or Affiliates or (iii) in the case of materials, property or information belonging to any former employer or other Person to whom Executive has an obligation of confidentiality, approved for such use in writing by such former employer or Person.

          8. Noncompetition and Nonsolicitation. Executive acknowledges that in the course of his employment with Employer he will become familiar with Confidential Information concerning the Company, Employer and such Subsidiaries and that his services will be of special, unique and extraordinary value to the Company, Employer and such Subsidiaries. Therefore, Executive agrees that:

          (a) Noncompetition. During the Employment Period and for a period of one year thereafter, Executive shall not directly or indirectly, anywhere in the United States, directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with the businesses of the Company, Employer or any of their respective Subsidiaries in the acute care hospital industry. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation that is publicly traded, so long as Executive has no active participation in the business of such corporation.

          (b) Nonsolicitation. During the Employment Period and for a period of one year thereafter, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee or consultant of the Company, Employer or their respective Subsidiaries to leave the employ of the Company, Employer or such Subsidiary, or in any way interfere with the relationship between the Company, Employer and any of their respective Subsidiaries and any employee or consultant thereof, (ii) hire any person who was an employee or consultant of the Company, Employer or any of their respective Subsidiaries within 180 days after such person ceased to be an employee or consultant of the Company, Employer or any of their respective Subsidiaries, (iii) induce or attempt to induce any customer, supplier, licensor, licensee or other business relation of the Company, Employer or any of their respective Subsidiaries to cease doing business with the Company, Employer or such Subsidiary or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company, Employer and any Subsidiary or (iv) directly or indirectly acquire or attempt to acquire an interest in any business relating to the business of the Company, Employer or any of their respective Subsidiaries and with which the Company, Employer and any of their respective Subsidiaries has entertained discussions or has requested and received information

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relating to the acquisition of such business by the Company, Employer or any of their respective Subsidiaries in the two year period immediately preceding a Separation.

          (c) Enforcement. If, at the time of enforcement of Section 7 or this Section 8, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum duration, scope and area permitted by law. Because Executive’s services are unique and because Executive has access to Confidential Information, the parties hereto agree that money damages would be an inadequate remedy for any breach of this Agreement. Therefore, in the event a breach or threatened breach of this Agreement, the Company, Employer, their respective Subsidiaries or their successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security).

          (d) Additional Acknowledgments. Executive acknowledges that the provisions of this Section 8 are in consideration of: (i) employment with Employer, (ii) the issuance of the Executive Securities by the Company and (iii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 7 and this Section 8 (x) are necessary to protect the Company’s and Employer’s interest in their Confidential Information and other intellectual property, and (y) do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s ability to earn a living. In addition, Executive acknowledges (i) that the business of the Company, Employer and their respective Subsidiaries will be conducted throughout the United States, (ii) notwithstanding the state of incorporation or principal office of the Company, Employer or any of their respective Subsidiaries, or any of their respective executives, consultants or employees (including the Executive), it is expected that the Company and Employer will have business activities and have valuable business relationships within its industry throughout the United States, and (iii) as part of his responsibilities, Executive will be traveling throughout the United States in furtherance of Employer’s business and its relationships. Executive agrees and acknowledges that the potential harm to the Company and Employer of the non-enforcement of Section 7 and this Section 8 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and Employer now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.

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GENERAL PROVISIONS

          9. Definitions.

          “Affiliate” means, (i) with respect to any Person, any Person that controls, is controlled by or is under common control with such Person or an Affiliate of such Person, and (ii) with respect to any Investor, any general or limited partner of such Investor, any employee or owner of any such partner, or any other Person controlling, controlled by or under common control with such Investor; it being understood and agreed that GTCR Golder Rauner, L.L.C. and its Affiliates shall for all purposes hereunder shall be Affiliates of GTCR II and its Affiliates.

          “Base Acquisition” means the first acquisition by the Company or any of its Subsidiaries of one or more hospitals.

          “Board” means the Company’s board of directors.

          “Cash Inflows” with respect to any Preferred Stock or Common Stock shall include the following received in connection with the Sale of the Company or an initial Public Offering:

(i) all cash payments distributed to the holder of such Preferred Stock or Common Stock with respect to, or as consideration or in exchange for such Preferred Stock or Common Stock (whether such payments are received from the Company or any other Person), including, without duplication, all cash payments received by such holder with respect to or in exchange for the property described in the provision in (ii) below and all cash dividends and distributions received with respect to such Preferred Stock or Common Stock;

(ii) the fair market value (as determined in good faith by the Board) of all securities and other property received by such holder with respect to, or as consideration or in exchange for such Preferred Stock or Common Stock (whether such payments are received from the Company or any other Person), including, without duplication, the fair market value (as determined in good faith by the Board) of property received by such holder with respect to or in exchange for the property described in the proviso below; provided that in the event that Preferred Stock or Common Stock or other property is received subject to contingencies or restrictions that are reasonably likely to affect its fair market value (e.g., non-publicly traded securities or publicly traded securities subject to material restrictions or limitations, other than restrictions or limitations that constitute customary limitations arising by virtue of the relative priority of such securities with respect to the issuer thereof or the short-swing profit recovery rules under the Securities Exchange Act of 1934, as amended, or a right to receive future consideration pursuant to an earn-out), the fair market value (as determined in good faith by the Board) of such property shall reflect appropriate discounts; and

(iii) in the event of an initial Public Offering, the fair market value of all shares of Common Stock retained by the Investors immediately after such initial Public Offering based upon the price at which the Common Stock is being offered to the

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public by the Company or its underwriter(s), as applicable, pursuant to the initial Public Offering.

          “Cash Outflows” with respect to any Preferred Stock or Common Stock, shall include the sum of all cash payments by such holder to the Company to purchase the Preferred Stock and Common Stock.

          “Cause” means (i) the commission of, or entry of a plea of guilty or nolo contendere, to a felony or a crime involving moral turpitude or any act or any other act or omission involving dishonesty or fraud with respect to the Company, Employer or any of their respective Subsidiaries or any of their customers or suppliers or stockholders, (ii) reporting to work repeatedly under the influence of alcohol or reporting to work under the influence of illegal drugs, the use of illegal drugs (whether or not at the workplace) or other repeated conduct causing the Company, Employer or any of their respective Subsidiaries substantial public disgrace or disrepute or substantial economic harm which, if curable, is not cured within 15 days following written notice thereof to the Executive, (iii) substantial and repeated failure to perform duties of the office held by the Executive as reasonably directed by the Board or the Chief Executive Officer which is not cured within 15 days following written notice thereof to the Executive, (iv) a breach of Executive’s duty of loyalty to the Company, Employer or any of their respective Subsidiaries or Affiliates or any act of fraud or material dishonesty with respect to the Company, Employer or any of their respective Subsidiaries or (v) any material breach of this Agreement or any other agreement between Executive and the Company, Employer or any of their respective Affiliates which is not cured within 15 days after written notice thereof to Executive.

          “Disability” means the disability of Executive caused by any physical or mental injury, illness or incapacity as a result of which Executive is unable to effectively perform the essential functions of Executive’s duties as determined by the Board in good faith.

          “EBITDA” means, with respect to any Person(s) for any period, the consolidated earnings of such Person(s) for such period before interest, taxes, depreciation and amortization for such period, determined on a consolidated basis in accordance with United States generally accepted accounting principles as in effect from time to time.

          “Employment Date” means the date of this Agreement.

          “Executive Securities” will continue to be Executive Securities in the hands of any holder other than Executive (except for the Company and the Investors and except for transferees in a Public Sale), and except as otherwise provided herein, each such other holder of Executive Securities will succeed to all rights and obligations attributable to Executive as a holder of Executive Securities hereunder. Executive Securities will also include equity of the Company (or a corporate successor to the Company or a Subsidiary of the Company) issued with respect to Executive Securities (i) by way of a stock split, stock dividend, conversion, or other recapitalization, (ii) by way of reorganization or recapitalization of the Company in connection with the incorporation of a corporate successor prior to a Public Offering or (iii) by way of a distribution of securities of a Subsidiary of the Company to the members of the Company following or with respect to a Subsidiary Public Offering. Notwithstanding the foregoing, all

17

shares of Unvested Common Stock shall remain Unvested Common Stock after any Transfer thereof.

          “Fair Market Value” of each share of Executive Securities means the fair market value of such Executive Securities as determined in good faith by the Board; provided that the fair market value of the Executive Securities shall not be discounted based on the minority ownership of the Executive. If Executive reasonably disagrees with such determination in the event of Executive’s termination of the Employment Period for any reason other than in connection with a Sale of the Company or a Public Offering, Executive shall deliver to the Board a written notice of objection within 10 days after delivery of the Repurchase Notice (or if no Repurchase Notice is delivered, then within 10 days after delivery of the Supplemental Repurchase Notice). Upon receipt of Executive’s written notice of objection, the Board and Executive will negotiate in good faith to agree on such Fair Market Value. If such agreement is not reached within 30 days after the delivery of the Repurchase Notice (or if no Repurchase Notice is delivered, then within 30 days after the delivery of the Supplemental Repurchase Notice), Fair Market Value shall be determined by an appraiser jointly selected by the Board and Executive, which appraiser shall submit to the Board and Executive a report within 30 days of its engagement setting forth such determination. If the parties are unable to agree on an appraiser within 45 days after delivery of the Repurchase Notice or the Supplemental Repurchase Notice, within 7 days, each party shall submit the names of four nationally recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four investment banking firms. The appraiser shall not discount the fair market value of the Executive Securities based upon the minority ownership of the Executive. The expenses of such appraiser shall be borne by the Employer. The determination of such appraiser as to Fair Market Value shall be final and binding upon all parties. If Executive is terminated within the 60-day period prior to the Company’s initial Public Offering or Sale of the Company, then the fair market value shall be determined based on the price per share applicable to the initial Public Offering or Sale of the Company, as applicable.

          “Family Group” means a Person’s spouse and descendants (whether natural or adopted), and any trust, family limited partnership, limited liability company or other entity wholly owned, directly or indirectly, by such Person or such Person’s spouse and/or descendants that is and remains solely for the benefit of such Person and/or such Person’s spouse and/or descendants and any retirement plan for such Person.

          “Good Reason” shall mean (a) any decision by the Board which results in the primary business of the Company being a business other than acquiring or operating acute-care hospitals, (b) substantial detrimental change in the positions or responsibilities of the Executive without the consent of Executive, (c) where the Executive’s benefits under the employee benefit or health or welfare plans or programs of the Company are in the aggregate materially decreased (excluding reductions due to general benefit plan changes applicable to Company employees generally, (d) the failure by the Company to pay the Executive’s Base Salary or to provide for the Executive’s Annual Bonus if and when due, (e) the relocation of Executive’s primary place of employment to a location which is more than one hundred (100) miles from the city limits of Nashville, Tennessee, if any of the foregoing (a) through (e) are not cured or remedied by

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Company (if capable of cure or remedy) within 30 days after receiving notice thereof from the Executive.

          “Initial Vesting Date” means the date of the consummation of a Base Acquisition.

          “Original Cost” means, with respect to each share of Common Stock purchased hereunder, $0.08 per share (as proportionately adjusted for all subsequent stock splits, stock dividends and other recapitalizations), and with respect to each share of Preferred Stock purchased hereunder, $1,000.00 per share (as proportionately adjusted for all subsequent stock splits, stock dividends and other recapitalizations).

          “Person” means an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, investment fund, any other business entity and a governmental entity or any department, agency or political subdivision thereof.

          “Public Offering” means the sale in an underwritten public offering registered under the Securities Act of equity securities of the Company or a corporate successor to the Company.

          “Public Sale” means (i) any sale pursuant to a registered public offering under the Securities Act or (ii) any sale to the public pursuant to Rule 144 promulgated under the Securities Act effected through a broker, dealer or market maker (other than pursuant to Rule 144(k) prior to a Public Offering).

          “Registration Agreement” means the Registration Agreement of even date herewith among the Company and certain of its stockholders, as amended from time to time in accordance with its terms.

          “Sale of the Company” means any transaction or series of transactions pursuant to which any Person or group of related Persons other than the Investors or their Affiliates in the aggregate acquire(s) (i) equity securities of the Company possessing the voting power (other than voting rights accruing only in the event of a default, breach or event of noncompliance) to elect a majority of the Board (whether by merger, consolidation, reorganization, combination, sale or transfer of the Company’s equity, stockholder or voting agreement, proxy, power of attorney or otherwise) or (ii) all or substantially all of the Company’s assets determined on a consolidated basis; provided that a Public Offering shall not constitute a Sale of the Company.

          “Securities Act” means the Securities Act of 1933, as amended from time to time.

          “Stockholders Agreement” means the Stockholders Agreement of even date herewith among the Company and certain of its stockholders, as amended from time to time pursuant to its terms.

          “Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association, or business entity of which (i) if a corporation, a majority of the total voting power of shares of 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

19

owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association, or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association, or other business entity gains or losses or shall be or control any managing director or general partner of such limited liability company, partnership, association, or other business entity. For purposes hereof, references to a “Subsidiary” of any Person shall be given effect only at such times that such Person has one or more Subsidiaries, and, unless otherwise indicated, the term “Subsidiary” refers to a Subsidiary of the Company.

          “Subsidiary Public Offering” means the sale in an underwritten public offering registered under the Securities Act of equity securities of Employer or another Subsidiary of the Company.

          “Transfer” means to sell, transfer, assign, pledge or otherwise dispose of (whether with or without consideration and whether voluntarily or involuntarily or by operation of law).

          10. Notices. Any notice provided for in this Agreement must be in writing and must be either personally delivered, mailed by first class mail (postage prepaid and return receipt requested) or sent by reputable overnight courier service (charges prepaid) to the recipient at the address below indicated:

          If to the Company:

Capella Holdings, Inc.
214 Overlook Circle #250
Brentwood, TN 37027
Attention: Chief Executive Officer
Facsimile: (615) 221-8735

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          with copies to:

GTCR Golder Rauner, L.L.C.
6100 Sears Tower
Chicago, Illinois 60606-6402
Attention: Joseph P. Nolan

Peter M. Stavros

Facsimile: (312) 382-2201

Kirkland & Ellis LLP
200 East Randolph Drive
Chicago, Illinois 60601
Attention: Kevin R. Evanich, P.C.

Jeffrey A. Fine, Esq.

Facsimile: (312) 861-2200

          If to Employer:

Capella Healthcare, Inc.
214 Overlook Circle #250
Brentwood, TN 37027
Attention: Chief Executive Officer
Facsimile: (615) 221-8735

          with copies to:

GTCR Golder Rauner, L.L.C.
6100 Sears Tower
Chicago, Illinois 60606-6402
Attention: Joseph P. Nolan

Peter M. Stavros

Facsimile: (312) 382-2201

Kirkland & Ellis LLP
200 East Randolph Drive
Chicago, Illinois 60601
Attention: Kevin R. Evanich, P.C.

Jeffrey A. Fine, Esq.

Facsimile: (312) 861-2200

          If to Executive:

James Thomas Anderson
3352 Hickman Lane
Columbia, Tennessee 38401

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          If to the Investors:

GTCR Golder Rauner, L.L.C.
6100 Sears Tower
Chicago, Illinois 60606-6402
Attention: Joseph P. Nolan

Peter M. Stavros

Facsimile: (312) 382-2201

Kirkland & Ellis LLP
200 East Randolph Drive
Chicago, Illinois 60601
Attention: Kevin R. Evanich, P.C.

Jeffrey A. Fine, Esq.

Facsimile: (312) 861-2200

or such other address or to the attention of such other Person as the recipient party shall have specified by prior written notice to the sending party. Any notice under this Agreement will be deemed to have been given when so delivered or sent or, if mailed, 5 days after deposit in the U.S. mail.

          11. General Provisions.

          (a) Transfers in Violation of Agreement. Any Transfer or attempted Transfer of any Executive Securities in violation of any provision of this Agreement shall be void, and the Company shall not record such Transfer on its books or treat any purported transferee of such Executive Securities as the owner of such equity for any purpose.

          (b) Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

          (c) Complete Agreement. This Agreement, those documents expressly referred to herein and other documents of even date herewith embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

          (d) No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.

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          (e) Counterparts. This Agreement may be executed in separate counterparts (including by means of facsimile), each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

          (f) Successors and Assigns. Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable by Executive, the Company, Employer, the Investors and their respective successors and assigns (including subsequent holders of Executive Securities); provided that the rights and obligations of Executive under this Agreement shall not be assignable except in connection with a permitted transfer of Executive Securities hereunder.

          (g) Choice of Law. The law of the State of Delaware will govern all questions concerning the relative rights of the Company, Employer and its stockholders. All other questions concerning the construction, validity and interpretation of this Agreement and the exhibits hereto will be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

          (h) MUTUAL WAIVER OF JURY TRIAL. BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES HERETO, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY AND/OR THE RELATIONSHIP ESTABLISHED AMONG THE PARTIES HEREUNDER.

          (i) Executive’s Cooperation. During the Employment Period and thereafter, Executive shall cooperate with the Company, Employer and their respective Subsidiaries and Affiliates in any disputes with third parties, internal investigation or administrative, regulatory or judicial proceeding as reasonably requested by the Company (including, without limitation, Executive being available to the Company upon reasonable notice for interviews and factual investigations, appearing at the Company’s request to give testimony without requiring service of a subpoena or other legal process, volunteering to the Company all pertinent information and turning over to the Company all relevant documents which are or may come into Executive’s possession, all at times and on schedules that are reasonably consistent with Executive’s other permitted activities and commitments). In the event the Company requires Executive’s cooperation in accordance with this paragraph after the Employment Period, the Company shall reimburse Executive solely for reasonable travel expenses (including lodging and meals, upon submission of receipts).

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          (j) Remedies. Each of the parties to this Agreement (and the Investors as third-party beneficiaries) will be entitled to enforce its rights under this Agreement specifically, to recover damages and costs (including attorney’s fees) caused by any breach of any provision of this Agreement and to exercise all other rights existing in its favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or deposit) for specific performance and/or other injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement.

          (k) Amendment and Waiver. The provisions of this Agreement may be amended and waived only with the prior written consent of the Company, Employer, Executive and the Majority Holders (as defined in the Purchase Agreement).

          (l) Insurance. The Company, at its discretion, may apply for and procure in its own name and for its own benefit life and/or disability insurance on Executive in any amount or amounts considered available. Executive agrees to cooperate in any medical or other examination, supply any information, and to execute and deliver any applications or other instruments in writing as may be reasonably necessary to obtain and constitute such insurance. Executive hereby represents that he has no reason to believe that his life is not insurable at rates now prevailing for healthy men of his age.

          (m) Business Days. If any time period for giving notice or taking action hereunder expires on a day which is a Saturday, Sunday or holiday in the state in which the Company’s chief executive office is located, the time period shall be automatically extended to the business day immediately following such Saturday, Sunday or holiday.

          (n) Indemnification and Reimbursement of Payments on Behalf of Executive. The Company and its Subsidiaries shall be entitled to deduct or withhold from any amounts owing from the Company or any of its Subsidiaries to Executive any federal, state, local or foreign withholding taxes, excise taxes, or employment taxes (“Taxes”) imposed with respect to Executive’s compensation or other payments from the Company or any of its Subsidiaries or Executive’s ownership interest in the Company, including, without limitation, wages, bonuses, dividends, the receipt or exercise of equity options and/or the receipt or vesting of restricted equity. In the event the Company or its Subsidiaries does not make such deductions or withholdings, Executive shall indemnify the Company and its Subsidiaries for any amounts paid with respect to any such Taxes, together with any interest, penalties and related expenses thereto.

          (o) Reasonable Expenses. The Company agrees to pay the reasonable fees and expenses of Executive’s counsel arising in connection with the negotiation and execution of this Agreement and the consummation of the transactions contemplated by this Agreement.

          (p) Termination. This Agreement (except for the provisions of Sections 6(a) and (b)) shall survive a Separation and shall remain in full force and effect after such Separation.

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          (q) Adjustments of Numbers. All numbers set forth herein that refer to share prices or amounts will be appropriately adjusted to reflect stock splits, stock dividends, combinations of stock and other recapitalizations affecting the subject class of equity.

          (r) Deemed Transfer of Executive Securities. If the Company (and/or the Investors and/or any other Person acquiring securities) shall make available, at the time and place and in the amount and form provided in this Agreement, the consideration for the Executive Securities to be repurchased in accordance with the provisions of this Agreement, then from and after such time, the Person from whom such shares are to be repurchased shall no longer have any rights as a holder of such shares (other than the right to receive payment of such consideration in accordance with this Agreement), and such shares shall be deemed purchased in accordance with the applicable provisions hereof and the Company (and/or the Investors and/or any other Person acquiring securities) shall be deemed the owner and holder of such shares, whether or not the certificates therefor have been delivered as required by this Agreement.

          (s) No Pledge or Security Interest. The purpose of the Company’s retention of Executive’s stock certificates and executed stock powers is solely to facilitate the provisions set forth in Section 3 herein and Sections 4 and 5 of the Stockholders Agreement and does not constitute a pledge by Executive of, or the granting of a security interest in, the underlying equity.

          (t) Rights Granted to GTCR and its Affiliates. Any rights granted to GTCR and its Affiliates hereunder may also be exercised (in whole or in part) by their designees.

          (u) No Third-Party Beneficiaries. Except as specifically provided in this Agreement, nothing herein expressed or implied is intended or shall be construed to confer upon or give to any Person other than the parties hereto and their respective permitted successors and assigns, any rights or remedies under or by reason of this Agreement, such third parties specifically including employees, consultants and creditors of the Company, Employer and their respective Subsidiaries.

          (v) Delivery by Facsimile. This Agreement, the agreements referred to herein, and each other agreement or instrument entered into in connection herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile machine, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall reexecute original forms thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine as a defense to the formation or enforceability of a contract and each such party forever waives any such defense.

*      *      *      *      *

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          IN WITNESS WHEREOF, the parties hereto have executed this Senior Management Agreement on the date first written above.

CAPELLA HOLDINGS, INC.
By:	/s/ Daniel S. Slipkovich
Name:	Daniel S. Slipkovich
Its:	Chief Executive Officer
CAPELLA HEALTHCARE, INC.
By:	/s/ Daniel S. Slipkovich
Name:	Daniel S. Slipkovich
Its:	Chief Executive Officer
/s/ James Thomas Anderson
James Thomas Anderson

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EXHIBIT A

May __, 2005

ELECTION TO INCLUDE SECURITIES IN GROSS
INCOME PURSUANT TO SECTION 83(b) OF THE
INTERNAL REVENUE CODE

          The undersigned purchased shares of Common Stock (the “Shares”), of Capella Holdings, Inc., a Delaware corporation (the “Company”) on May ___, 2005 (the “Closing Date”). Under certain circumstances, the Company has the right to repurchase certain of the Shares at cost from the undersigned (or from the holder of the Shares, if different from the undersigned) should the undersigned cease to be employed by the Company and its subsidiaries or upon certain other events. Hence, the Shares are subject to a substantial risk of forfeiture and are non-transferable. The undersigned desires to make an election to have the Shares taxed under the provision of Code §83(b) at the time he purchased the Shares.

          Therefore, pursuant to Code §83(b) and Treasury Regulation § 1.83-2 promulgated thereunder, the undersigned hereby makes an election, with respect to the Shares (described below), to report as taxable income for calendar year 2005 the excess (if any) of the Shares’ fair market value on May ___, 2005 over the purchase price thereof.

          The following information is supplied in accordance with Treasury Regulation §1.83-2(e):

          1. The name, address and social security number of the undersigned:

James Thomas Anderson
3352 Hickman Lane
Columbia, Tennessee 38401
SSN: ###-##-####

          2. A description of the property with respect to which the election is being made: 3,633,488 shares of Common Stock of the Company.

          3. The date on which the property was transferred May __, 2005. The taxable year for which such election is made: calendar year 2005.

          4. The restrictions to which the Shares are subject are set forth in a Senior Management Agreement, dated May __, 2005, between the Company, a subsidiary of the Company, and the undersigned. A copy of the Senior Management Agreement is available upon request. In general, under the Senior Management Agreement, 3,159,550 of the Shares are subject to a five-year vesting schedule, with 20% of such Shares becoming vested on each anniversary of the purchase date if the undersigned remains employed as of such date. The remaining 473,938 Shares do not vest unless the undersigned remains employed at the time that a Sale of the Company (as defined in the Senior Management Agreement) or an initial Public Offering (as defined in the Senior Management Agreement), in each case meeting certain

financial criteria, occurs. The Company has an option to repurchase any unvested Shares upon a termination of the undersigned’s employment prior to vesting, with a purchase price equal to the undersigned’s original cost for the Shares or, if less, the fair market value of the unvested Shares.

     5. The fair market value on May ___, 2005 of the property with respect to which the election is being made, determined without regard to any lapse restrictions: $0.08 per share of Common Stock.

     6. The amount paid for such property: $0.08 per share of Common Stock.

*      *      *      *      *

          A copy of this election has been furnished to the Secretary of the Company pursuant to Treasury Regulations §1.83-2(e)(7). A copy of this election will be submitted with the 2005 federal income tax return of the undersigned pursuant to Treasury Regulation §1.83-2(c).

Dated: May ___, 2005

James Thomas Anderson 

EXHIBIT B

ASSIGNMENT SEPARATE FROM CERTIFICATE

          FOR VALUE RECEIVED, James Thomas Anderson (“Executive”) does hereby sell, assign and transfer unto _________, a ________________, ______________ shares of _________________ of Capella Holdings, Inc., a Delaware corporation (the “Company”), standing in the undersigned’s name on the books of the Company represented by Stock Certificate Nos. _________________ herewith and does hereby irrevocably constitute and appoint each principal of GTCR Golder Rauner, L.L.C. or GTCR Golder Rauner II, L.L.C. (acting alone or with one or more other such principals) as attorney to transfer the said securities on the books of the Company with full power of substitution in the premises.

          This Assignment Separate from Certificate may be used only for purposes of or in connection with transfers made in connection with Section 3 of that certain Senior Management Agreement among the Company, Capella Healthcare, Inc., a Delaware corporation, and Executive, dated as of May __, 2005, as amended from time to time pursuant to its terms, or Section 4 of that certain Stockholders Agreement, among the Company, Executive and certain stockholders of the Company, dated as of May ___, 2005, as amended from time to time pursuant to its terms.

Dated:
	James Thomas Anderson

EXHIBIT C

SPOUSAL CONSENT

          The undersigned spouse of Executive hereby acknowledges that I have read the foregoing Senior Management Agreement and the Registration Agreement and the Stockholders Agreement referred to therein, each executed by Executive and dated as of the date hereof, and that I understand their contents. I am aware that the foregoing Senior Management Agreement and the Stockholders Agreement provide for the repurchase of my spouse’s Executive Securities under certain circumstances and/or impose other restrictions on such securities (including, without limitation, restrictions on transfer). I agree that my spouse’s interest in these securities is subject to these restrictions and any interest that I may have in such securities shall be irrevocably bound by these agreements and further, that my community property interest, if any, shall be similarly bound by these agreements.

	Date:                     , 2005
Spouse’s Name:
	Date:                     , 2005
Witness’ Name:

EX-10.14

EXHIBIT 10.14

AMENDMENT NO. 1 TO
SENIOR MANAGEMENT AGREEMENT

     THIS AMENDMENT NO. 1 TO SENIOR MANAGEMENT AGREEMENT (this “Amendment”), dated as of May 12, 2006, is made by and among Capella Holdings, Inc., a Delaware corporation (the “Company”), Capella Healthcare, Inc., a Delaware corporation (“Employer”), and James Thomas Anderson (“Executive”), and GTCR Fund VIII, L.P., a Delaware limited partnership (the “Majority Holder”).

RECITALS

     WHEREAS, the Company, Employer and Executive entered into a Senior Management Agreement, dated as of May 4, 2005 (the “Senior Management Agreement”); and

     WHEREAS, the Company, Employer, Executive and the Majority Holder desire to amend the Senior Management Agreement as set forth herein pursuant to Section 11(k) of the Senior Management Agreement;

     NOW, THEREFORE, in consideration of the foregoing recitals, which shall constitute a part of this Amendment, and the mutual promises contained in this Amendment, and intending to be legally bound thereby, the parties agree as follows:

     1. Amendment to Section 3(b). Section 3(b) of the Senior Management Agreement is hereby deleted in its entirety and replaced with the following provision:

“In the event of a Separation, (i) the purchase price for each share of Unvested Common Stock will be the lesser of (A) Executive’s Original Cost for such share, and (B) the Fair Market Value of such share as of the date of the Repurchase Notice (as defined in Section 3(c) below) delivered pursuant to this Section 3, and (ii) the purchase price for each share of Vested Stock will be the Fair Market Value of such share as of the date of the Repurchase Notice delivered pursuant to this Section 3 (including, in the case of Preferred Stock, all accrued dividends thereon); provided, however, that if Executive’s employment is terminated with Cause, the purchase price for each share of Vested Carried Common Stock will be the lesser of (A) Executive’s Original Cost for such share and (B) the Fair Market Value of such share as of the date of the Repurchase Notice.”

     2. Amendment to Section 3(c). The first sentence of Section 3(c) of the Senior Management Agreement is hereby deleted in its entirety and replaced with the following sentence:

“In the event of a Separation, the Company (with the approval of the Board) may elect to purchase all or any portion of the Unvested Common Stock and/or the Vested Stock by delivering written notice (the “Repurchase Notice”) to the holder or holders of such Executive Securities on or prior to the date which is twelve months and one day after the Separation; provided that the Company may not deliver the Repurchase Notice with respect to any shares of Vested Carried Common Stock earlier than six months and one day after the date such shares became Vested Carried Common Stock.”

     3. Ratification. All other paragraphs, provisions, and clauses in the Senior Management Agreement not so modified remain in full force and effect as originally written.

     4. Defined Terms. Certain capitalized terms not defined herein shall have the meanings given to such terms in the Senior Management Agreement.

     5. Counterparts. This Amendment may be executed in one or more counterparts, each of which is an original, but all of which together constitute one and the same instrument. Any counterpart may be executed by facsimile signature and such facsimile signature shall be deemed an original.

     6. Governing Law; Binding Agreement. All questions concerning the construction, validity, enforcement and interpretation of this Amendment shall be governed by the internal law of the State of Delaware without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Delaware.

*     *     *      *

-2-

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.

CAPELLA HOLDINGS, INC.
By:	/s/ Daniel S. Slipkovich
Name:	Daniel S. Slipkovich
Its:	Chief Executive Officer
CAPELLA HEALTHCARE, INC.
By:	/s/ Daniel S. Slipkovich
Name:	Daniel S. Slipkovich
Its:	Chief Executive Officer
/s/ James Thomas Anderson
James Thomas Anderson

Agreed and Accepted by:
GTCR FUND VIII, L.P., as Majority Holder
By:	GTCR Partners VIII, L.P.
Its:	General Partner
By:	GTCR Golder Rauner II, L.L.C.
Its:	General Partner
By:	/s/ Joseph P. Nolan
Name:	Joseph P. Nolan
Its:	Principal

Signature Page to Amendment No. 1 to Senior Management Agreement

EX-10.15

EXHIBIT 10.15

AMENDMENT NO. 2 TO
SENIOR MANAGEMENT AGREEMENT

     THIS AMENDMENT NO. 2 TO SENIOR MANAGEMENT AGREEMENT (this “Amendment”, dated as of September 1, 2010, is made by and among Capella Holdings, Inc., a Delaware corporation (the “Company”), Capella Healthcare, Inc., a Delaware corporation (“Employer”), and James Thomas Anderson (“Executive”), and GTCR fund VIII, L.P., a Delaware limited partnership (the “Majority Holder”).

RECITALS

     WHEREAS, the Company, Employer and Executive entered a Senior Management Agreement, dated as of May 4, 2005, and its Amendment No. 1, dated as of May 12, 2006 (as amended, the “Senior Management Agreement”), and

     WHEREAS, the Company, Employer, Executive and the Majority Holder desire to amend the Senior Management Agreement as set forth herein pursuant to Section 11(k) of the Senior Management Agreement;

     NOW, THEREFORE, in consideration of the foregoing recitals, which shall constitute a part of this Amendment, and the mutual promises contained in this Amendment, and intending to be legally bound thereby, the parties agree as follows:

     1. Paragraph 6 of the Senior Management Agreement is deleted in its entirety and replaced with the following provision:

          6. Employment. Employer agrees to employ Executive and Executive accepts such employment for the period beginning as of September 1, 2010, the Employment Date, and ending upon the termination of the Agreement as set out in Paragraph 6(e) below (the “Employment Period”). Except as otherwise provided herein, any termination of the Employment Period by Employer shall be effective as of the date specified in a written notice from Employer to Executive.

          (a) Positions and Duties.

     (i) During the Employment Period, Executive shall no longer serve as the President of the Company but shall assume a new title and position of “Vice-Chair and Co-Founder” and shall have the duties, responsibilities and authority assigned or delegated by the Board or the Chief Executive Officer; provided however, that he shall be relieved of administrative duties and shall be assigned tasks primarily in connection with acquisitions and development.

     (ii) Executive shall report to the Chief Executive Officer, and Executive shall devote his best efforts and his full business time and attention to the business and affairs of the Company, Employer and their Subsidiaries.

     (iii) During the Employment Period, Executive shall continue to serve on the Board and Majority Holder shall cause Executive to continue to be elected as one of the directors of Employer and Company.

          (b) Salary, Bonus and Benefits. Employer will pay Executive for 12 months an initial base salary of $400,000 per annum or such other higher rate as the Board may determine from time to time (the “Annual Base Salary”), which salary shall be payable by Employer in regular installments in accordance with Employer’s general practices (in effect from time to time). In addition to the Annual Base Salary, for the 2010 fiscal year only, Executive shall be eligible for an annual base bonus (the “Annual Bonus”) following the end of the fiscal year of the Company ending December 31, 2010 of up to 100% of the Annual Base Salary, as determined by the Board in its sole discretion based upon achievement by Executive and achievement by the Company, Employer and their Subsidiaries of performance criteria and other goals established by the Board (or the Compensation Committee established by the Board). Any bonus for that period shall be payable on or prior to March 15, 2011. In addition, during the Employment Period, Executive will be entitled to such other benefits approved by the Board and made available to the senior management of the Company, Employer and their Subsidiaries.

          After the initial 12 months, Executive’s Annual Base Salary shall be $100,000 annually.

          During the Employment Period, Executive shall also be eligible to earn an “Acquisition Bonus” of between 0 to 50 basis points (0 — .5%) of the purchase or acquisition price of any transaction closed and consummated by the Company, Employer or one of their Subsidiaries. The amount of such bonus will be in the discretion of the Board and with consideration of the recommendation of the Chief Executive Officer. Any Acquisition Bonus shall include consideration of the below criteria, as well as the overall contribution made by Executive to completion of the transaction and its potential value to the Company, Employer, or one of their Subsidiaries:

     (i) The time, extent and substance of Executive’s actual involvement in the transaction;

     (ii) Executive’s involvement in the transaction relative to other employees or agents of the Company and Employer;

     (iii) Transaction lead generation and role in the introduction of the acquisition opportunity

a.	role in the initial contact with a potential seller;
b.	the involvement prior to a proposal, such as in site visits, presentations to facility representatives, and other general and meaningful interaction.

     (iv) Involvement in the coordination/review of due diligence;

     (v) Involvement in the development of a proposal, including

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a.	the formulation, development or review of a strategic proposal;
b.	the presentation of proposal to facility decision makers and/or brokers.

     (vi) Involvement in the negotiation of definitive agreement, including

a.	Discussions with Sellers relative to definitive agreement;
b.	Negotiation of terms leading to execution of definitive agreement;
c.	Review of drafts/participation in drafting calls/sessions.

     (vii) Meaningful involvement in closing process.

     Any such Acquisition Bonus shall be paid within 60 days following the closing of any such transaction.

          (c) During the Employment Period, Employer shall reimburse Executive for all reasonable business expenses incurred by him in the course of performing his duties and responsibilities under this Agreement which are consistent with Employer’s policies in effect from time to time with respect to travel, entertainment and other business expenses, subject to Employer’s requirements with respect to reporting and documentation of such expenses.

          (d) All amounts payable to Executive as compensation hereunder shall be subject to all required and customary withholding by Employer.

          (e) Termination of Employment Period. The Employment Period will continue until the first of the following events occurs:

(i)	Executive’s Disability or death,
(ii)	Executive’s resignation with Good Reason as defined herein,
(iii)	Executive’s resignation without Good Reason as defined herein,
(iv)	the Board’s or Employer’s termination of the Employment Period with Cause as defined herein,
(v)	September 1, 2013,
(vi)	Executive or Employer provides written notice of an intent to terminate this Agreement and the notice is received no earlier than 3 months, nor later than 9 months, following the closing of a Public Offering as defined in Section 9 below.

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     If the Employment Period ends for a reason set out in Sections (i), (iii) (iv), or (vi) above prior to the expiration of 36 months from September 1, 2010, Executive’s compensation otherwise due under Section 6 (b) above shall end. Otherwise, Executive’s compensation under Section 6 (b) shall continue. At any time, the Parties may undertake discussions of the possibility and desire to renew or extend this Agreement, any such renewal or extension to be upon mutually acceptable terms and conditions and in writing signed by all signatories hereto.

     2. Paragraph 8(a) is amended by removing the words “for a period of one year” and substituting the words “for the period during which Executive is receiving payments hereunder, plus one year”.

     3. Paragraph 8(b) is amended by removing the words “for a period of one year” and substituting the words “for the period during which Executive is receiving payments hereunder, plus one year”.

     4. Paragraph 9 is amended by adding the definition of “Acquisition Bonus” as designated in Paragraph 6(b) above.

     5. Paragraph 3(j) is deleted in its entirety.

     6. Paragraph 2(b) is amended to provide that the Time Shares and Performance Shares shall continue to vest at the same rate as in the original Agreement.

     7. Paragraph 3(a) is amended to provide as follows:

(a) In the event Executive resigns from employment with the Company and does not do so for Good Reason or is discharged for Cause (the “Separation”), the Executive Securities whether held by Executive or one or more of Executive’s transferees, other than the Company and the Investors) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 (the “Repurchase Option”). The Company may assign its repurchase rights set forth in this Section 3 to any Person.

     8. Section 3 is amended to add the following Paragraph 3(l):

(1) Notwithstanding any provision of this Agreement to the contrary, from and after the date hereof, Executive may elect to require the Company to purchase, and the Company shall in the event of such an election purchase from the Executive, the shares of Preferred Stock owned by him as of the date hereof, pursuant to the terms and conditions of a Redemption Agreement in substantially the form attached hereto as Exhibit 3(l). The closing of such purchase shall occur within 30 days of the date of receipt of such notice by the Company from the Executive.

     9. Ratification. All other paragraphs, provisions, and clauses in the Senior Management Agreement not so modified remain in full force and effect.

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     10. Defined Terms. Certain capitalized terms not defined herein shall have the meanings given to such terms in the Senior Management Agreement.

     11. Counterparts. This Amendment may be executed in one or more counterparts, each of which is an original, but all of which together constitute one and the same instrument. Any counterpart may be executed by facsimile signature and such facsimile signature shall be deemed an original.

     12. Governing Law; Binding Agreement. All questions concerning the construction, validity, enforcement and interpretation of this Amendment shall be governed by the internal law of the State of Delaware without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware of any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Delaware.

*     *     *     *

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     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.

CAPELLA HOLDINGS, INC.
By:	/s/ Daniel S. Slipkovich
Name:	Daniel S. Slipkovich
Its:	Chief Executive Officer
CAPELLA HEALTHCARE, INC.
By:	/s/ Daniel S. Slipkovich
Name:	Daniel S. Slipkovich
Its:	Chief Executive Officer
/s/ James Thomas Anderson
James Thomas Anderson

Agreed and Accepted by:
GTCR FUND VIII, L.P., as Majority Holder
By:	GTCR Partners VIII, L.P.
Its:	General Partner
By:	GTCR Golder Rauner, II, L.L.C.
Its:	General Partner
By:	/s/ Joseph P. Nolan
Name:	Joseph P. Nolan
Its:	Principal

Signature Page to Amendment No. 2 to Senior Management Agreement

Exhibit 3(1)

Redemption Agreement

See attached.

Signature Page to Amendment No. 2 to Senior Management Agreement

FORM OF
REDEMPTION AGREEMENT

     THIS REDEMPTION AGREEMENT (“Agreement”) is made and entered into this _______ day of ____________ 20____, by and between Capella Holdings, Inc., a Delaware corporation (the “Company”), and J. Thomas Anderson (“Executive”) a resident of the State of Tennessee.

     WHEREAS, Executive owns ___________ shares of preferred stock of the Company (collectively, the “Preferred Stock”); and

     WHEREAS, the Company desires to redeem and Executive desires to sell the Preferred Stock to the Company pursuant to the terms and conditions contained herein.

     NOW, THEREFORE, in consideration of the premises, the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of all of which are hereby acknowledged, the parties agree as follows:

     1. Redemption. Subject to the terms and conditions of this Agreement, the Company shall redeem and Executive shall sell, transfer, convey and surrender to the Company the Preferred Stock and to deliver the certificates evidencing the Preferred Stock for an aggregate consideration of $ _____________ [to be calculated at $1,000 per share] (the “Preferred Stock Redemption Price”) to be paid in cash upon execution of this Agreement and delivery of the certificates representing the Preferred Stock.

     2. Delivery of Certificates. Upon execution of this Agreement and as a condition to the Company redeeming the Preferred Stock and delivering the Preferred Stock Redemption Price, Executive shall surrender to the Company the certificates representing the Preferred Stock. The certificates shall be properly endorsed for transfer or shall be accompanied by a stock power duly executed by Executive for transfer to the Company.

     3. Representations and Warranties of Executive. Executive hereby represents and warrants that as of the date of this Agreement: (i) he is the sole owner of the Preferred Stock and, except for ______________ shares of common stock of the Company, the Preferred Stock represents all of the outstanding shares of capital stock owned by him in the Company; (ii) all of the Preferred Stock is and will be free and clear of liens, claims, restrictions, adverse rights or encumbrances of any kind; (iii) he has the right and authority to transfer the Preferred Stock to the Company; (iv) he has full power and authority to execute, deliver and perform his obligations under this Agreement and, when executed and delivered by him, this Agreement shall constitute the valid and binding legal obligation of him enforceable in accordance with the terms hereof; and (v) the execution and delivery of this Agreement, and the performance of Executive’s obligations hereunder, will not constitute a breach, violation of, default or cause acceleration of performance under any contract, lease, bond, mortgage, indenture or other agreement to which he is a party or by which he and his assets are bound.

     4. Representations and Warranties of Company. The Company hereby represents and warrants that: (i) its execution and delivery of this Agreement, and its performance of the

Signature Page to Amendment No. 2 to Senior Management Agreement

transactions contemplated hereby, will not constitute a breach, violation of, default or cause acceleration of performance under any contract, lease, bond, mortgage, indenture or other agreement to which the Company is a party or by which it and its assets are bound; (ii) the Company is not aware of any fact, circumstance, condition or other circumstance, whether pending or threatened, which is unknown by Executive and which might have any material effect, whether positive or negative, upon the financial condition of the Company or its business operations. To the best of the Company’s knowledge, information and belief, the financial statements, tax returns and other financial books and records of the Company are true and correct in all material respects.

     5. Acknowledgement. Executive and the Company each acknowledge that they have had the opportunity to obtain independent advice regarding the valuation of the Preferred Stock as well as the opportunity to obtain independent legal advice regarding the terms and conditions of this Agreement. Executive and the Company each acknowledge that they believe that the Preferred Stock Redemption Price is fair and reasonable taking into account the percentage of ownership represented by the Preferred Stock, the current financial condition of the Company, the current prospects for the Company and its business operations, and the absence of any known or anticipated material events which might affect the valuation of the Preferred Stock.

     6. Cooperation; Deliveries. The parties agree that they will fully cooperate with each other in connection with any steps required to be taken as part of their obligations under this Agreement, and to effect the redemption by the Company of the Preferred Stock, including the execution and delivery of such documents and the taking of such action as shall reasonably be requested by one party or the other.

     7. Conditions to Performance. The obligation of the Company to perform hereunder shall be conditioned upon delivery by Executive of all certificates representing the Preferred Stock. The obligation of Executive to perform hereunder shall be conditioned upon delivery by the Company of the Preferred Stock Redemption Price.

     8. Entire Agreement. Other than the Senior Management Agreement, as amended, among the parties and Capella Healthcare, Inc., this Agreement constitutes the entire agreement between the parties with respect to its subject matter and may not be modified or amended orally.

     9. Assignment. The rights and benefits of Executive under this Agreement, are personal to him and shall not be assignable. Discharge of Executive’s undertakings shall be an obligation of Executive’s executors, administrators, or other legal representatives or heirs.

     10. Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

     11. Counterparts. This Agreement may be executed in two or more counterparts each of which shall be deemed an original but all of which together shall be one and the same instrument. In making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart executed by the party against whom enforcement of this Agreement is sought.

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     12. Binding Effect. The provisions of this Agreement shall be binding upon and inure to the benefit of each of the parties and their respective heirs, successors and assigns.

     13. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware.

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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date stated above.

CAPELLA HOLDINGS, INC.

By:

Title:

EXECUTIVE

J. Thomas Anderson

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EX-10.16

EXHIBIT 10.16

SENIOR MANAGEMENT AGREEMENT

          THIS SENIOR MANAGEMENT AGREEMENT (this “Agreement”) is made as of May 4, 2005, by and among Capella Holdings, Inc., a Delaware corporation (the “Company”), Capella Healthcare, Inc., a Delaware corporation (“Employer”), and David Andrew Slusser (“Executive”). This Agreement shall become effective as of the Employment Date (as defined below).

          The Company and Executive desire to enter into an agreement pursuant to which Executive will purchase from the Company, and the Company will sell to Executive, up to 11.302 shares of the Company’s Cumulative Redeemable Preferred Stock (the “Preferred Stock”), and 1,108,721 shares of the Company’s Common Stock (the “Common Stock”). All Preferred Stock and Common Stock acquired by Executive are referred to herein as “Executive Securities”. Certain definitions are set forth in Section 9 of this Agreement.

          The Company, Employer and Executive mutually desire to enter into an agreement pursuant to which Employer will employ Executive.

          The execution and delivery of this Agreement by the Company and Executive is a condition to the purchase of Preferred Stock and Common Stock by GTCR Golder Rauner II, L.L.C. (“GTCR II”) or any other investment fund managed by GTCR II or GTCR Golder Rauner, L.L.C. (collectively, the “Investors”, and each, an “Investor”) pursuant to a Stock Purchase Agreement between the Company and the Investors dated as of the date hereof (the “Purchase Agreement”). Certain provisions of this Agreement are intended for the benefit of, and will be enforceable by, the Investors.

          NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

PROVISIONS RELATING TO EXECUTIVE SECURITIES

          1. Purchase and Sale of Executive Securities

          (a) At the Initial Closing (as defined in the Purchase Agreement), Executive will purchase, and the Company will sell, 1,108,721 shares of Common Stock at a price of $0.08 per share. The Company will deliver to Executive a copy of the certificate(s) representing such shares of Common Stock, and Executive will deliver to the Company a cashier’s or certified check or wire transfer of immediately available funds in an aggregate amount equal to $88,698.00 as payment for such shares of Common Stock.

          (b) Upon the purchase from time to time by the Investors of shares of Preferred Stock pursuant to Section 1B of the Purchase Agreement, Executive will purchase, and the Company will sell, up to an aggregate of 11.302 shares of Preferred Stock at a price of $1,000 per share. The number of shares of Preferred Stock to be sold by the Company and

purchased by Executive at any time shall equal (i) 11.302 shares of Preferred Stock, multiplied by (ii) a fraction (A) the numerator of which will be the number of shares of Preferred Stock to be concurrently purchased by the Investors and (B) the denominator of which will be 196,000.000. The Company will deliver to Executive copies of the certificates representing such Executive Securities in exchange for a purchase price equal to $1,000 per share for each share of Preferred Stock multiplied by the number of such shares so purchased by Executive.

          (c) 1,105,838 of the shares of Common Stock acquired pursuant to Section 1(a) above are referred to herein as the “Carried Common Stock.” The remaining shares of Common Stock that are acquired pursuant to Section 1(a) above are referred to herein as the “Co-Invest Common Stock.” All Preferred Stock and the Co-Invest Common Stock acquired by Executive hereunder are referred to herein as the “Co-Invest Stock,”

          (d) Within 30 days after the purchase of any Carried Common Stock hereunder (including, without limitation, upon the execution hereof), Executive will make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in the form of Exhibit A attached hereto.

          (e) Until released upon the occurrence of a Sale of the Company or a Public Offering as provided below, all stock certificates evidencing Executive Securities shall be held by the Company for the benefit of Executive and the other holder(s) of Executive Securities. Upon the occurrence of a Sale of the Company, the Company will return all stock certificates evidencing Executive Securities to the record holders thereof. Upon the consummation of a Public Offering, the Company will return to the record holders thereof stock certificates evidencing the Co-Invest Stock and the Vested Carried Common Stock.

          (f) In connection with the purchase and sale of the Executive Securities, Executive represents and warrants to the Company that:

     (i) The Executive Securities to be acquired by Executive pursuant to this Agreement will be acquired for Executive’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Executive Securities will not be disposed of in contravention of the Securities Act or any applicable state securities laws.

     (ii) Executive is an executive officer of the Company and Employer, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive Securities.

     (iii) Executive is an “accredited investor” within the meaning of Securities and Exchange Commission Rule 501 of Regulation D.

     (iv) Executive is able to bear the economic risk of his investment in the Executive Securities for an indefinite period of time because the Executive Securities have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available.

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     (v) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Executive Securities and has had full access to such other information concerning the Company as he has requested.

     (vi) This Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive does not and will not conflict with, violate or cause a breach of any agreement. contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject.

     (vii) Executive is neither party to, nor bound by, any other employment agreement, consulting agreement, noncompete agreement, non-solicitation agreement or confidentiality agreement, except for that certain Executive Severance Agreement between Executive and Province Healthcare Company, dated on or about October 18, 1999 (the “Severance Agreement”). The Severance Agreement has not been amended. Without limiting the foregoing, Executive’s duties to the Company and its Subsidiaries will not conflict with or breach the terms of the Severance Agreement.

     (viii) Executive is a resident of the State of Tennessee.

          (g) As an inducement to the Company to issue the Executive Securities to Executive, and as a condition thereto, Executive acknowledges and agrees that neither the issuance of the Executive Securities to Executive nor any provision contained herein shall entitle Executive to remain in the employment of the Company. Employer or their respective Subsidiaries or affect the right of the Company, Employer or their respective Subsidiaries to terminate Executive’s employment at any time for any reason.

          (h) Concurrently with the execution of this Agreement, Executive shall execute in blank ten stock transfer powers in the form of Exhibit B attached hereto (the “Stock Powers”) with respect to the Executive Securities and shall deliver such Stock Powers to the Company. The Stock Powers shall authorize the Company to assign, transfer and deliver the Executive Securities to the appropriate acquiror thereof pursuant to Section 3 below or Section 4 of the Stockholders Agreement and under no other circumstances.

          (i) At the Closing, if Executive is lawfully married, Executive’s spouse shall execute the Consent in the form of Exhibit C attached hereto.

          (j) At the Closing, Executive shall become a party to the Stockholders Agreement and the Registration Agreement, in each case, in the capacity of an Executive.

          2. Vesting of Carried Common Stock.

          (a) The Co-invest Stock acquired by Executive shall be vested upon the purchase thereof. The Carried Common Stock shall be subject to vesting in the manner specified in this Section 2.

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          (b) Except as otherwise provided in this Section 2, the Carried Common Stock shall become vested in accordance with the following schedule, if as of each such date Executive is employed by the Company or any of its Subsidiaries:

	Cumulative Percentage of
	Carried Common Stock Vested
First Anniversary of Initial Vesting Date		20	%
Second Anniversary of Initial Vesting Date		40	%
Third Anniversary of Initial Vesting Date		60	%
Fourth Anniversary of Initial Vesting Date		80	%
Fifth Anniversary of Initial Vesting Date		100	%

          (c) Upon the occurrence of a Sale of the Company, all Carried Common Stock which has not yet become vested shall become vested as of the date of consummation of the Sale of the Company, if, as of such date, Executive has been continuously employed by the Company, Employer or any of their respective Subsidiaries from the Initial Vesting Date and including such date.

          (d) Carried Common Stock that has become vested (“Vested Carried Common Stock”) and the shares of Co-Invest Stock that are shares of Common Stock are referred to herein as “Vested Common Stock.” The Vested Common Stock and the Preferred Stock are collectively referred to herein as “Vested Stock.” All Carried Common Stock that has not vested is referred to herein as “Unvested Common Stock.”

          3. Repurchase of Executive Securities.

          (a) In the event Executive ceases to be employed by the Company or any of its Subsidiaries for any reason (the “Separation”), the Executive Securities (whether held by Executive or one or more of Executive’s transferees, other than the Company and the Investors) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 (the “Repurchase Option”). The Company may assign its repurchase rights set forth in this Section 3 to any Person.

          (b) In the event of a Separation, (i) the purchase price for each share of Unvested Common Stock will be the lesser of (A) Executive’s Original Cost for such share, and (B) the Fair Market Value of such share as of the date of the Repurchase Notice (as defined in Section 3(c) below) delivered pursuant to this Section 3, and (ii) the purchase price for each share of Vested Stock will be the greater of (A) Executive’s Original Cost for such share and (B) the Fair Market Value of such share as of the date of the Repurchase Notice delivered pursuant to this Section 3 (including, in the case of Preferred Stock, all accrued dividends thereon); provided, however, that if Executive’s employment is terminated with Cause, the purchase price for each share of Vested Carried Common Stock will be the lesser of (A) Executive’s Original Cost for such share and (B) the Fair Market Value of such share as of the date of the Repurchase Notice.

          (c) In the event of a Separation, the Company (with the approval of the Board) may elect to purchase all or any portion of the Unvested Common Stock and/or the

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Vested Stock by delivering written notice (the “Repurchase Notice”) to the holder or holders of such Executive Securities on or prior to the date which is twelve months and one day after the Separation; provided that the Company may not deliver the Repurchase Notice with respect to any shares of Vested Carried Common Stock earlier than 181 days after the date such shares became Vested Carried Common Stock. The Repurchase Notice will set forth the number of shares of Unvested Common Stock and Vested Stock to be acquired from each holder, the aggregate consideration to be paid for such shares in accordance with Section 3(b) above and the time and place for the closing of the transaction. The number of Executive Securities to be repurchased by the Company shall first be satisfied to the extent possible from the Executive Securities held by Executive at the time of delivery of the Repurchase Notice. If the number of Executive Securities then held by Executive is less than the total number of Executive Securities that the Company has elected to purchase, the Company shall purchase the remaining Executive Securities elected to be purchased from the other holder(s) of Executive Securities under this Agreement, pro rata according to the number of Executive Securities held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share).

          (d) If for any reason the Company issues a Repurchase Notice but does not elect to purchase all of the Executive Securities pursuant to the Repurchase Option, the Investors shall be entitled to exercise the Repurchase Option for all or any portion of the Executive Securities the Company has not elected to purchase (the “Available Securities”). As soon as practicable after the Company has determined that there will be Available Securities, but in any event within ten months after the Separation, the Company shall give written notice (the “Option Notice”) to the Investors setting forth the number of Available Securities and the purchase price for the Available Securities. The Investors may elect to purchase any or all of the Available Securities by giving written notice to the Company within one month after the Option Notice has been given by the Company. If the Investors elect to purchase an aggregate number greater than the number of Available Securities, the Available Securities shall be allocated among the Investors based upon the number of shares of Common stock owned by each Investor. As soon as practicable, and in any event within ten days after the expiration of the one month period set forth above, the Company shall notify each holder of Executive Securities as to the number of shares being purchased from such holder by the Investors (the “Supplemental Repurchase Notice”). At the time the Company delivers the Supplemental Repurchase Notice to the holder(s) of Executive Securities, the Company shall also deliver written notice to each Investor setting forth the number and type of shares such Investor is entitled to purchase, the aggregate purchase price in accordance with Section 3(b) above and the time and place of the dosing of the transaction. The number of shares of Unvested Common Stock and Vested Stock to be repurchased hereunder shall be allocated among the Company and the Investors pro rata according to the number of Executive Securities to be purchased by each of them.

          (e) The closing of the purchase of the Executive Securities pursuant to the Repurchase Option shall take place on the date designated by the Company in the Repurchase Notice or Supplemental Repurchase Notice, which date shall not be more than one month nor less than 5 days after the delivery of the later of either such notice to be delivered. The Company will pay for the Executive Securities to be purchased by it pursuant to the Repurchase Option by first offsetting amounts outstanding under any bona fide debts owed by Executive to the Company, and will pay the remainder of the purchase price (if any) by, at its option, a check or

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wire transfer of funds. Each Investor will pay for the Executive Securities purchased by it by a check or wire transfer of funds (and with no other form of consideration). The Company and the Investors will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require that all sellers’ signatures be guaranteed.

          (f) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Executive Securities by the Company pursuant to the Repurchase Option shall be subject to applicable restrictions contained in the Delaware General Corporation Law or such other governing corporate law, and in the Company’s and its Subsidiaries’ debt and equity financing agreements. In furtherance of the foregoing, if any such restrictions prohibit (i) the repurchase of Executive Securities hereunder which the Company is otherwise entitled or required to make or (ii) dividends or other transfers of funds from one or more Subsidiaries to the Company to enable any such repurchases, then the Company may make such repurchases as soon as it is permitted to do so under such restrictions.

          (g) Notwithstanding anything to the contrary contained in this Agreement, if the Fair Market Value of Executive Securities is finally determined to be an amount at least 10% greater than the per share repurchase price for such share of Executive Securities in the Repurchase Notice or in the Supplemental Repurchase Notice, each of the Company and the Investors shall have the right to revoke its exercise of the Repurchase Option for all or any portion of the Executive Securities elected to be repurchased by it by delivering notice of such revocation in writing to the holders of Executive Securities during the thirty-day period beginning on the date that the Company and/or the Investors are given written notice that the Fair Market Value of a share of Executive Securities was finally determined to be an amount at least 10% greater than the per share repurchase price for Executive Securities set forth in the Repurchase Notice or in the Supplemental Repurchase Notice.

          (h) Notwithstanding anything to the contrary contained in this Agreement and consistent with Section 12 of the Stockholders Agreement, in addition to all other rights and remedies which might otherwise be available to the Company and the Investors, in the event Executive fails to purchase any of the Executive Securities that he is required to purchase pursuant to Section 1(b) above (a “Triggering Event”), the Co-Invest Stock purchased by Executive (whether held by Executive or one or more of Executive’s transferees, other than the Company and the Investors) will be subject to repurchase, in each case, by the Company and the Investors pursuant to the terms, conditions and procedures set forth in this Section 3 with respect to a repurchase in the event of a Separation. Notwithstanding anything in this Section 3 to the contrary, in addition to all other rights and remedies which might otherwise be available to the Company and the Investors pursuant to this Agreement, upon a Triggering Event (even if there is also a Separation), the purchase price for each share of Co-Invest Stock to be repurchased pursuant to this Section 3(h) will be the Fair Market Value of such share as of the date of the Repurchase Notice for any share repurchased pursuant to this Section 3(h).

          (i) If Executive’s employment is terminated by Employer without Cause or if Executive resigns for Good Reason, then within thirty days after such termination, Executive shall have the right to require the Company to repurchase all of the Co-Invest Stock then held by Executive by delivering a written notice to the Company (the “Put Notice”) at the Fair Market Value of such shares as of the date of the Put Notice, subject to the terms of this paragraph. The

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closing of the purchase of the Executive Securities pursuant to the Put Notice (the “Put Closing”) shall take place on the date designated by the Company, which date shall not be more than ninety days nor less than 5 days after the delivery of the Put Notice by Executive. At the Put Closing, Executive shall deliver to the Company certificates representing all of the outstanding Co-Invest Stock to be repurchased by the Company free and clear of all liens and encumbrances and duly endorsed in blank or accompanied by duly executed forms of assignment (with signatures guaranteed), and the Company will pay for the Co-Invest Stock to be purchased by it pursuant to this paragraph by (1) first, offsetting amounts outstanding under any bona fide debts owed by Executive to the Company and (2) second, paying the remainder (if any) of the purchase price by a check or wire transfer of funds. The Company will be entitled to receive customary representations and warranties from Executive regarding such sale. Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Co-Invest Stock by the Company pursuant to this paragraph shall be subject to applicable restrictions contained in the Delaware General Corporation Law or such other governing corporate law, and in the Company’s and its Subsidiaries’ debt and equity financing agreements. In furtherance of the foregoing, if any such restrictions prohibit (i) the repurchase of Co-Invest Stock hereunder which the Company is otherwise required to make or (ii) dividends or other transfers of funds from one or more Subsidiaries to the Company to enable any such repurchases, then the Company shall make such repurchases as soon as it is permitted to do so under such restrictions.

          (j) The provisions of this Section 3 shall terminate with respect to Vested Stock upon the consummation of a Public Offering.

          4. Restrictions on Transfer of Executive Securities.

          (a) Transfer of Executive Securities. The holders of Executive Securities shall not Transfer any interest in any shares of Executive Securities, except pursuant to (i) the provisions of Section 3 hereof, (ii) the provisions of Section 3 of the Stockholders Agreement (Participation Rights) (a “Participating Sale”), (iii) an Approved Sale (as defined in Section 5 of the Stockholders Agreement (Sale of the Company)), or (iv) the provisions of Section 4(b) below.

          (b) Certain Permitted Transfers. The restrictions in this Section 4 will not apply with respect to any Transfer of Executive Securities made (i) pursuant to applicable laws of descent and distribution or to such Person’s legal guardian in the case of any mental incapacity or among such Person’s Family Group, or (ii) of shares of Common Stock at such time as the Investors sell Common Stock in a Public Sale, but in the case of this clause (ii) only an amount of shares (the “Transfer Amount”) equal to the lesser of (A) the sum of the number of shares of Vested Common Stock owned by Executive and (B) the result of the number of shares of Common Stock owned by Executive multiplied by a fraction (the “Transfer Fraction”), the numerator of which is the number of shares of Common Stock sold by the Investors in such Public Sale and the denominator of which is the total number of shares of Common Stock held by the Investors prior to the Public Sale; provided that, if at the time of a Public Sale of stock by the Investors, Executive chooses not to Transfer the Transfer Amount, Executive shall retain the right to Transfer an amount of Common Stock at a future date equal to the lesser of (x) the sum of the number of shares of Vested Common Stock owned by Executive at such future date and (y) the result of the number of the shares of Common Stock owned by Executive at such future

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date multiplied by the Transfer Fraction; provided further that the restrictions contained in this Section 4 will continue to be applicable to the Executive Securities after any Transfer of the type referred to in clause (i) above and the transferees of such Executive Securities must agree in writing to be bound by the provisions of this Agreement. Any transferee of Executive Securities pursuant to a Transfer in accordance with the provisions of clause (i) of this Section 4(b) is herein referred to as a “Permitted Transferee.” Upon the Transfer of Executive Securities pursuant to this Section 4(b), the transferring holder of Executive Securities will deliver a written notice to “Transfer Notice”) to the Company. In the case of a Transfer pursuant to clause (i) hereof, the Transfer Notice will disclose in reasonable detail the identity of the Permitted Transferee(s).

          (c) Termination of Restrictions. The restrictions set forth in this Section 4 will continue with respect to each share of Executive Securities until the earlier of (i) the date on which such share of Executive Securities has been transferred in a Public Sale permitted by this Section 4, or (ii) the consummation of a Sale of the Company.

          5. Additional Restrictions on Transfer of Executive Securities.

          (a) Legend. The certificates representing the Executive Securities will bear a legend in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED AS OF MAY __, 2005, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN A SENIOR MANAGEMENT AGREEMENT BETWEEN THE COMPANY AND AN EXECUTIVE OF THE COMPANY AND OTHER PARTIES, DATED AS OF MAY ___, 2005. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.

THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS. A FULL STATEMENT OF ALL OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREON AUTHORIZED TO BE ISSUED BY THE COMPANY AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS.”

          (b) Opinion of Counsel. No holder of Executive Securities may Transfer any Executive Securities (except pursuant to Section 3 or 4(b) of this Agreement, Section 5 of the Stockholders Agreement (Sale of the Company) or an effective registration statement under the

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Securities Act) without first delivering to the Company a written notice describing in reasonable detail the proposed Transfer, together with an opinion of counsel (reasonably acceptable in form and substance to the Company) that neither registration nor qualification under the Securities Act and applicable state securities laws is required in connection with such transfer. In addition, if the holder of the Executive Securities delivers to the Company an opinion of counsel that no subsequent Transfer of such Executive Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated Transfer deliver new certificates for such Executive Securities that do not bear the Securities Act portion of the legend set forth in Section 5(a). If the Company is not required to deliver new certificates for such Executive Securities not bearing such legend, the holder thereof shall not Transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 5.

PROVISIONS RELATING TO EMPLOYMENT

          6. Employment. Employer agrees to employ Executive and Executive accepts such employment for the period beginning as of the Employment Date and ending upon his Separation (the “Employment Period”). Notwithstanding anything in this Agreement to the contrary, express or implied, (i) the Employment Period shall terminate immediately upon Executive’s resignation (for Good Reason or without Good Reason), death or Disability and (ii) the Employment Period may be terminated by Employer at any time for Cause or without Cause. Except as otherwise provided herein, any termination of the Employment Period by Employer shall be effective as of the date specified in a written notice from Employer to Executive.

          (a) Position and Duties.

     (i) During the Employment Period, Executive shall serve as the Senior Vice President of Acquisitions and Development of the Company and shall have the normal duties, responsibilities and authority implied by such position, including, without limitation, the responsibilities associated with all aspects of the daily operations of Employer and the identification, negotiation, completion and integration of any acquisitions made by the Company, Employer or their Subsidiaries, subject to the power of the Board or the Chief Executive Officer to expand or limit such duties, responsibilities and authority and to override actions of the Senior Vice President of Acquisitions and Development of the Company.

     (ii) Executive shall report to the Chief Executive Officer, and Executive shall devote his best efforts and his full business time and attention to the business and affairs of the Company, Employer and their Subsidiaries.

          (b) Salary, Bonus and Benefits. During the Employment Period, Employer will pay Executive a base salary of $200,000 per annum or such other higher rate as the Board may determine from time to time (the “Annual Base Salary”), which salary shall be payable by Employer in regular installments in accordance with Employer’s general payroll practices (in effect from time to time); provided that commencing on the Initial Vesting Date, the Annual Base Salary shall be increased to $250,000 per annum. In addition to the Annual Base Salary, Executive shall be eligible for an annual base bonus (the “Annual Bonus”) following the end of

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each fiscal year of the Company during the Employment Period commencing on the first fiscal year of the Company after the Initial EBITDA Condition Date (as hereinafter defined) of up to 100% of the Annual Base Salary, as determined by the Board in its sole discretion based upon achievement by Executive and achievement by the Company, Employer and their Subsidiaries of performance criteria and other goals established by the Board (or the Compensation Committee established by the Board); provided that with respect to the first year for which Executive is eligible for a bonus, such bonus shall be paid on a pro rata basis based upon that portion of the year that remained after the Initial EBITDA Condition Date. Any bonus with respect to any fiscal year shall be payable on or prior to March 15 of the following fiscal year. In addition, during the Employment Period, Executive will be entitled to such other benefits approved by the Board and made available to the senior management of the Company, Employer and their Subsidiaries. For purposes of this Agreement. the “Initial EBITDA Target” shall mean first month-end in which the Company has achieved consolidated EBITDA of at least $30 million on a pro forma basis (after giving effect to any acquisitions or dispositions by the Company or any of its subsidiaries that have been consummated) over the full twelve calendar month period ending on such day.

          (c) During the Employment Period, Employer shall reimburse Executive for all reasonable business expenses incurred by him in the course of performing his duties and responsibilities under this Agreement which are consistent with Employer’s policies in effect from time to time with respect to travel, entertainment and other business expenses, subject to Employer’s requirements with respect to reporting and documentation of such expenses.

          (d) All amounts payable to Executive as compensation hereunder shall be subject to all required and customary withholding by Employer.

          (e) Separation. The Employment Period will continue until (i) Executive’s Disability or death, (ii) Executive’s termination of the Employment Period for any reason or (iii) the Board’s or Employer’s termination of the Employment Period with or without Cause. If Executive’s employment is terminated by Employer without Cause or as a result of Disability or death or Executive resigns for Good Reason, then during the one-year period commencing on the date of termination (the “Severance Period”), Executive shall be entitled to receive his Annual Base Salary, in each case payable by Employer in regular installments in accordance with Employer’s general payroll practices (in effect from time to time). Notwithstanding the foregoing, (A) Executive shall not be entitled to receive any severance payments pursuant to this Section 6(e) unless Executive has executed and delivered to Employer a general release in form and substance satisfactory to Employer and (B) Executive shall be entitled to receive such severance payments only so long as Executive has not breached the provisions of Sections 7 or 8 hereof. Except as otherwise expressly provided in this Section 6(e), Executive shall not be entitled to receive any severance payments from and after the date of termination.

          7. Confidential Information.

          (a) Obligation to Maintain Confidentiality. Executive acknowledges that any trade secrets or other information, observations and data obtained by him during the course of his performance under this Agreement (or during any pre-employment discussions or negotiations) concerning the business or affairs of the Company, Employer or their respective Subsidiaries or

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Affiliates, other than information already known by Executive prior to his employment with Employer (other than any pre-employment discussions or negotiations) (“Confidential Information”) are the property of the Company, Employer or such Subsidiaries or Affiliates, including information concerning Work Product (as defined below) and acquisition opportunities in or reasonably related to the Company’s and Employer’s business or industry of which Executive becomes aware during the Employment Period. Therefore, Executive agrees that he will not, during the Employment Period and thereafter, disclose to any unauthorized Person or use for his own account, or the account of any unauthorized Person, any Confidential Information without the Board’s written consent, unless and to the extent that the Confidential Information, (i) becomes generally known to and available for use by the public other than as a result of Executive’s acts or omissions to act or (ii) is required to be disclosed pursuant to any applicable law or court order, provided that Executive uses all reasonable efforts to obtain confidential treatment of such information. Executive shall deliver to the Company at a Separation, or at any other time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or the business of the Company, Employer and their respective Subsidiaries and Affiliates (including, without limitation, all acquisition prospects, lists and contact information) which he may then possess or have under his control.

          (b) Ownership of Property. Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, invention disclosures, patent applications, copyrightable works (including mask works), trademarks, trade names and other source identifiers, and all registrations or applications related to the foregoing and all other proprietary information and all similar or related information (whether or not patentable and whether or not including trade secrets or other confidential information) that relate to the Company’s, Employer’s or any of their respective Subsidiaries’ or Affiliates’ actual or anticipated business, research and development, or existing or planned future products or services and that are conceived, developed, designed, made authored, contributed to, or reduced to practice by Executive (either solely or jointly with others) while employed by the Company, Employer or any of their respective Subsidiaries or Affiliates (“Work Product”) belong to the Company, Employer or such Subsidiary or Affiliate, and Executive hereby assigns, and agrees to assign, all Work Product, and all intellectual property embodied therein, to the Company, Employer or to such Subsidiary or Affiliate. Notwithstanding the foregoing, any copyrightable work authored or prepared in whole or in part by Executive in the course of his work for any of the foregoing entities shall be deemed a “work made for hire” under the copyright laws of the United States, and the Company, Employer or such Subsidiary or Affiliate shall own all rights therein. To the extent that any such copyrightable work is deemed not to be a “work made for hire,” Executive hereby assigns and agrees to assign to the Company, Employer or such Subsidiary or Affiliate all right, title, and interest, in and to such copyrightable work and all intellectual property embodied therein. Executive shall promptly disclose all Work Product to the Board. Executive represents and warrants to the Company and Employer that he does not now nor has he ever owned, nor has he ever made, any materials prior to the Employment Period that relate to the Company’s, Employer’s or their respective Subsidiaries’ or Affiliates’ actual or anticipated business, research and development or existing or planned future products or services. Executive hereby agrees to perform all actions reasonably requested by the Board (whether during or after the Employment

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Period) to establish and confirm the Company’s, Employer’s or such Subsidiary’s or Affiliate’s ownership of any Work Product (including, without limitation, by executing assignments, consents, powers of attorney, and other instruments). Should the Company, Employer or such Subsidiary or Affiliate be unable to secure Executive’s signature on any document necessary to apply for, prosecute, obtain, or enforce any patent, copyright, or other right or protection relating to any Work Product, whether due to Executive’s mental or physical incapacity or any other cause, Executive hereby irrevocably designates and appoints the Company, Employer or such Subsidiary or Affiliate and each of its duly authorized officers and agents as his agent and attorney-in-fact, to act for an in Executive’s behalf and stead, to execute and file any such document, and to do all other lawfully permitted acts to further the prosecution, issuance, and enforcement of patents, copyrights, trademarks or other rights or protections with the same force and effect as if executed and delivered by Executive.

          (c) Notice of Statutory Exception. In accordance with certain state laws, Executive is hereby advised that the foregoing Section 7(b) regarding ownership of Work Product does not apply to any invention for which no equipment, supplies, facilities or trade secret information of Company or its Subsidiaries or Affiliates was used and that was developed entirely on Executive’s own time, unless (a) the invention relates to the business or actual or demonstrably anticipated research or development of the Company or any Subsidiary or Affiliate, or (b) the invention results from any work performed by Executive for the Company or any Subsidiary or Affiliate.

          (d) Third Party Information. Executive understands that the Company, Employer and their respective Subsidiaries and Affiliates will receive from third parties confidential or proprietary information (“Third Party Information”) subject to a duty on the Company’s, Employer’s and/or their respective Subsidiaries’ and/or Affiliates’ part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the Employment Period and thereafter, and without in any way limiting the provisions of Section 7(a) above, Executive will hold Third Party Information in the strictest confidence and will not disclose to anyone (other than personnel and consultants of the Company, Employer or their respective Subsidiaries or Affiliates who need to know such information in connection with their work for the Company, Employer or their respective Subsidiaries and Affiliates) or use, except in connection with his work for the Company, Employer or their respective Subsidiaries or Affiliates, Third Party Information unless expressly authorized by a member of the Board in writing.

          (e) Use of Information of Prior Employers. During the Employment Period, Executive will not improperly use or disclose any trade secrets or other confidential information, if any, of any former employers or any other Person to whom Executive has an obligation of confidentiality, and will not bring onto the premises of the Company, Employer or any of their respective Subsidiaries or Affiliates any unpublished documents or any property belonging to any former employer or any other Person to whom Executive has an obligation of confidentiality unless consented to in writing by the former employer or Person. Executive will use in the performance of his duties only information which is (i) generally known and used by persons with training and experience comparable to Executive’s and which is (x) common knowledge in the industry or (y) is otherwise legally in the public domain, (ii) is otherwise provided or developed by the Company, Employer or any of their respective Subsidiaries or Affiliates or (iii)

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in the case of materials, property or information belonging to any former employer or other Person to whom Executive has an obligation of confidentiality, approved for such use in writing by such former employer or Person.

          8. Noncompetition and Nonsolicitation. Executive acknowledges that in the course of his employment with Employer he will become familiar with Confidential Information concerning the Company, Employer and such Subsidiaries and that his services will be of special, unique and extraordinary value to the Company. Employer and such Subsidiaries. Therefore, Executive agrees that:

          (a) Noncompetition. During the Employment Period and for a period of one year thereafter, Executive shall not directly or indirectly, anywhere in the United States, directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with the businesses of the Company, Employer or any of their respective Subsidiaries in the acute care hospital industry. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation that is publicly traded, so long as Executive has no active participation in the business of such corporation.

          (b) Nonsolicitation. During the Employment Period and for a period of one year thereafter, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee or consultant of the Company, Employer or their respective Subsidiaries to leave the employ of the Company, Employer or such Subsidiary, or in any way interfere with the relationship between the Company, Employer and any of their respective Subsidiaries and any employee or consultant thereof, (ii) hire any person who was an employee or consultant of the Company, Employer or any of their respective Subsidiaries within 180 days after such person ceased to be an employee or consultant of the Company, Employer or any of their respective Subsidiaries, (iii) induce or attempt to induce any customer, supplier, licensor, licensee or other business relation of the Company, Employer or any of their respective Subsidiaries to cease doing business with the Company, Employer or such Subsidiary or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company, Employer and any Subsidiary or (iv) directly or indirectly acquire or attempt to acquire an interest in any business relating to the business of the Company, Employer or any of their respective Subsidiaries and with which the Company, Employer and any of their respective Subsidiaries has entertained discussions or has requested and received information relating to the acquisition of such business by the Company, Employer or any of their respective Subsidiaries in the two year period immediately preceding a Separation.

          (c) Enforcement. If, at the time of enforcement of Section 7 or this Section 8, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum duration, scope and area permitted by law. Because Executive’s services are unique and because Executive has access to Confidential information, the parties hereto agree that money damages would be an inadequate remedy for any breach of this Agreement. Therefore, in the event a breach or threatened breach of this Agreement, the Company, Employer, their respective

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Subsidiaries or their successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce, or prevent any violations of the provisions hereof (without posting a bond or other security).

          (d) Additional Acknowledgments. Executive acknowledges that the provisions of this Section 8 are in consideration of: (i) employment with Employer, (ii) the issuance of the Executive Securities by the Company and (iii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 7 and this Section 8 (x) are necessary to protect the Company’s and Employer’s interest in their Confidential Information and other intellectual property, and (y) do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s ability to earn a living. In addition, Executive acknowledges (i) that the business of the Company, Employer and their respective Subsidiaries will be conducted throughout the United States, (ii) notwithstanding the state of incorporation or principal office of the Company, Employer or any of their respective Subsidiaries, or any of their respective executives, consultants or employees (including the Executive), it is expected that the Company and Employer will have business activities and have valuable business relationships within its industry throughout the United States, and (iii) as part of his responsibilities, Executive will be traveling throughout the United States in furtherance of Employer’s business and its relationships. Executive agrees and acknowledges that the potential harm to the Company and Employer of the non-enforcement of Section 7 and this Section 8 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and Employer now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.

GENERAL PROVISIONS

          9. Definitions.

          “Affiliate” means, (i) with respect to any Person, any Person that controls, is controlled by or is under common control with such Person or an Affiliate of such Person, and (ii) with respect to any Investor, any general or limited partner of such Investor, any employee or owner of any such partner, or any other Person controlling, controlled by or under common control with such Investor; it being understood and agreed that GTCR Golder Rauner, L.L.C, and its Affiliates shall for all purposes hereunder shall be Affiliates of GTCR II and its Affiliates.

          “Base Acquisition” means the first acquisition by the Company or any of its Subsidiaries of one or more hospitals.

          “Board” means the Company’s board of directors.

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          “Cause” means (i) the commission of, or entry of a plea of guilty or nolo contendere, to a felony or a crime involving moral turpitude or any act or any other act or omission involving dishonesty or fraud with respect to the Company, Employer or any of their respective Subsidiaries or any of their customers or suppliers or stockholders, (ii) reporting to work repeatedly under the influence of alcohol or reporting to work under the influence of illegal drugs, the use of illegal drugs (whether or not at the workplace) or other repeated conduct causing the Company, Employer or any of their respective Subsidiaries substantial public disgrace or disrepute or substantial economic harm which, if curable, is not cured within 15 days following written notice thereof to the Executive, (iii) substantial and repeated failure to perform duties of the office held by the Executive as reasonably directed by the Board or the Chief Executive Officer which is not cured within 15 days following written notice thereof to the Executive, (iv) a breach of Executive’s duty of loyalty to the Company, Employer or any of their respective Subsidiaries or Affiliates or any act of fraud or material dishonesty with respect to the Company, Employer or any of their respective Subsidiaries or (v) any material breach of this Agreement or any other agreement between Executive and the Company, Employer or any of their respective Affiliates which is not cured within 15 days after written notice thereof to Executive.

          “Disability” means the disability of Executive caused by any physical or mental injury, illness or incapacity as a result of which Executive is unable to effectively perform the essential functions of Executive’s duties as determined by the Board in good faith.

          “EBITDA” means, with respect to any Person(s) for any period, the consolidated earnings of such Person(s) for such period before interest, taxes, depreciation and amortization for such period, determined on a consolidated basis in accordance with United States generally accepted accounting principles as in effect from time to time.

          “Employment Date” means the date of this Agreement.

          “Executive Securities” will continue to be Executive Securities in the hands of any holder other than Executive (except for the Company and the Investors and except for transferees in a Public Sale), and except as otherwise provided herein, each such other holder of Executive Securities will succeed to all rights and obligations attributable to Executive as a holder of Executive Securities hereunder. Executive Securities will also include equity of the Company (or a corporate successor to the Company or a Subsidiary of the Company) issued with respect to Executive Securities (i) by way of a stock split, stock dividend, conversion, or other recapitalization, (ii) by way of reorganization or recapitalization of the Company in connection with the incorporation of a corporate successor prior to a Public Offering or (iii) by way of a distribution of securities of a Subsidiary of the Company to the members of the Company following or with respect to a Subsidiary Public Offering. Notwithstanding the foregoing, all shares of Unvested Common Stock shall remain Unvested Common Stock after any Transfer thereof.

          “Fair Market Value” of each share of Executive Securities means the fair market value of such Executive Securities as determined in good faith by the Board; provided that the fair market value of the Executive Securities shall not be discounted based on the minority ownership of the Executive. If Executive reasonably disagrees with such determination in the

15

event of Executive’s termination of the Employment Period for any reason other than in connection with a Sale of the Company or a Public Offering, Executive shall deliver to the Board a written notice of objection within 10 days after delivery of the Repurchase Notice (or if no Repurchase Notice is delivered, then within 10 days after delivery of the Supplemental Repurchase Notice). Upon receipt of Executive’s written notice of objection, the Board and Executive will negotiate in good faith to agree on such Fair Market Value. If such agreement is not reached within 30 days after the delivery of the Repurchase Notice (or if no Repurchase Notice is delivered, then within 30 days after the delivery of the Supplemental Repurchase Notice), Fair Market Value shall be determined by an appraiser jointly selected by the Board and Executive, which appraiser shall submit to the Board and Executive a report within 30 days of its engagement setting forth such determination. If the parties are unable to agree on an appraiser within 45 days after delivery of the Repurchase Notice or the Supplemental Repurchase Notice, within 7 days, each party shall submit the names of four nationally recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the remaining four investment banking firms. The appraiser shall not discount the fair market value of the Executive Securities based upon the minority ownership of the Executive. The expenses of such appraiser shall be borne by the Employer. The determination of such appraiser as to Fair Market Value shall be final and binding upon all parties. If Executive is terminated within the 60-day period prior to the Company’s initial Public Offering or Sale of the Company, then the fair market value shall be determined based on the price per share applicable to the initial Public Offering or Sale of the Company, as applicable.

          “Family Group” means a Person’s spouse and descendants (whether natural or adopted), and any trust, family limited partnership, limited liability company or other entity wholly owned, directly or indirectly, by such Person or such Person’s spouse and/or descendants that is and remains solely for the benefit of such Person and/or such Person’s spouse and/or descendants and any retirement plan for such Person.

          “Good Reason” shall mean (a) any decision by the Board which results in the primary business of the Company being a business other than acquiring or operating acute-care hospitals, (b) substantial detrimental change in the positions or responsibilities of the Executive without the consent of Executive, (c) where the Executive’s benefits under the employee benefit or health or welfare plans or programs of the Company are in the aggregate materially decreased (excluding reductions due to general benefit plan changes applicable to Company employees generally, (d) the failure by the Company to pay the Executive’s Base Salary or to provide for the Executive’s Annual Bonus if and when due, (e) the relocation of Executive’s primary place of employment to a location which is more than one hundred (100) miles from the city limits of Nashville, Tennessee, if any of the foregoing (a) through (e) are not cured or remedied by Company (if capable of cure or remedy) within 30 days after receiving notice thereof from the Executive.

          “Initial Vesting Date” means the date of the consummation of a Base Acquisition.

          “Original Cost” means, with respect to each share of Common Stock purchased hereunder, $0.08 per share (as proportionately adjusted for all subsequent stock splits, stock dividends and other recapitalizations), and with respect to each share of Preferred Stock

16

purchased hereunder, $1,000.00 per share (as proportionately adjusted for all subsequent stock splits, stock dividends and other recapitalizations).

          “Person” means an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, investment fund, any other business entity and a governmental entity or any department, agency or political subdivision thereof.

          “Public Offering” means the sale in an underwritten public offering registered under the Securities Act of equity securities of the Company or a corporate successor to the Company.

          “Public Sale” means (i) any sale pursuant to a registered public offering under the Securities Act or (ii) any sale to the public pursuant to Rule 144 promulgated under the Securities Act effected through a broker, dealer or market maker (other than pursuant to Rule 144(k) prior to a Public Offering).

          “Registration Agreement” means the Registration Agreement of even date herewith among the Company and certain of its stockholders, as amended from time to time in accordance with its terms.

          “Sale of the Company” means any transaction or series of transactions pursuant to which any Person or group of related Persons other than the Investors or their Affiliates in the aggregate acquire(s) (i) equity securities of the Company possessing the voting power (other than voting rights accruing only in the event of a default, breach or event of noncompliance) to elect a majority of the Board (whether by merger, consolidation, reorganization, combination, sale or transfer of the Company’s equity, stockholder or voting agreement, proxy, power of attorney or otherwise) or (ii) all or substantially all of the Company’s assets determined on a consolidated basis; provided that a Public Offering shall not constitute a Sale of the Company.

          “Securities Act” means the Securities Act of 1933, as amended from time to time.

          “Stockholders Agreement” means the Stockholders Agreement of even date herewith among the Company and certain of its stockholders, as amended from time to time pursuant to its terms.

          “Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association, or business entity of which (i) if a corporation, a majority of the total voting power of shares of 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 owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association, or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company,

17

partnership, association, or other business entity gains or losses or shall be or control any managing director or general partner of such limited liability company, partnership, association, or other business entity. For purposes hereof, references to a “Subsidiary” of any Person shall be given effect only at such times that such Person has one or more Subsidiaries, and, unless otherwise indicated, the term “Subsidiary” refers to a Subsidiary of the Company.

          “Subsidiary Public Offering” means the sale in an underwritten public offering registered under the Securities Act of equity securities of Employer or another Subsidiary of the Company.

          “Transfer” means to sell, transfer, assign, pledge or otherwise dispose of (whether with or without consideration and whether voluntarily or involuntarily or by operation of law).

          10. Notices. Any notice provided for in this Agreement must be in writing and must be either personally delivered, mailed by first class mail (postage prepaid and return receipt requested) or sent by reputable overnight courier service (charges prepaid) to the recipient at the address below indicated:

If to the Company:	Capella Holdings, Inc.
	214 Overlook Circle #250
	Brentwood, TN 37027
	Attention: Chief Executive Officer
	Facsimile: (615) 221-8735
with copies to:	GTCR Golder Rauner, L.L.C.
	6100 Sears Tower
	Chicago, Illinois 60606-6402
	Attention: Joseph P. Nolan
	Peter M. Stavros
	Facsimile: (312) 382-2201
	Kirkland & Ellis LLP
	200 East Randolph Drive
	Chicago, Illinois 60601
	Attention: Kevin R. Evanich, P.C.
	Jeffrey A. Fine, Esq.
	Facsimile: (312) 861-2200
If to Employer:	Capella Healthcare, Inc.
	214 Overlook Circle #250
	Brentwood, TN 37027
	Attention: Chief Executive Officer
	Facsimile: (615) 221-8735

18

with copies to:	GTCR Golder Rauner, L.L.C.
	6100 Sears Tower
	Chicago, Illinois 60606-6402
	Attention: Joseph P. Nolan
	Peter M. Stavros
	Facsimile: (312) 382-2201
	Kirkland & Ellis LLP
	200 East Randolph Drive
	Chicago, Illinois 60601
	Attention: Kevin R. Evanich, P.C.
	Jeffrey A. Fine, Esq. Facsimile:
	(312) 861-2200
If to Executive:	David Andrew Slusser
	9218 Concord Road
	Brentwood, Tennessee 37027
If to the Investors:	GTCR Golder Rauner, L.L.C.
	6100 Sears Tower
	Chicago, Illinois 60606-6402
	Attention: Joseph P. Nolan
	Peter M. Stavros
	Facsimile: (312) 382-2201
	Kirkland & Ellis LLP
	200 East Randolph Drive
	Chicago, Illinois 60601
	Attention: Kevin R. Evanich, P.C.
	Jeffrey A. Fine, Esq.
	Facsimile: (312) 861-2200

or such other address or to the attention of such other Person as the recipient party shall have specified by prior written notice to the sending party. Any notice under this Agreement will be deemed to have been given when so delivered or sent or, if mailed, 5 days after deposit in the U.S. mail.

          11. General Provisions.

          (a) Transfers in Violation of Agreement. Any Transfer or attempted Transfer of any Executive Securities in violation of any provision of this Agreement shall be void, and the Company shall not record such Transfer on its books or treat any purported transferee of such Executive Securities as the owner or such equity for any purpose.

          (b) Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not

19

affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

          (c) Complete Agreement. This Agreement, those documents expressly referred to herein and other documents of even date herewith embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

          (d) No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict constriction shall be applied against any party.

          (e) Counterparts. This Agreement may be executed in separate counterparts (including by means of facsimile), each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

          (f) Successors and Assigns. Except as otherwise provided herein, this Agreement shall hind and inure to the benefit of and be enforceable by Executive, the Company, Employer, the Investors and their respective successors and assigns (including subsequent holders of Executive Securities); provided that the rights and obligations of Executive under this Agreement shall not be assignable except in connection with a permitted transfer of Executive Securities hereunder.

          (g) Choice of Law. The law of the State of Delaware will govern all questions concerning the relative rights of the Company, Employer and its stockholders. All other questions concerning the construction, validity and interpretation of this Agreement and the exhibits hereto will be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

          (h) MUTUAL WAIVER OF JURY TRIAL. BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES HERETO, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY AND/OR THE RELATIONSHIP ESTABLISHED AMONG THE PARTIES HEREUNDER.

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          (i) Executive’s Cooperation. During the Employment Period and thereafter, Executive shall cooperate with the Company, Employer and their respective Subsidiaries and Affiliates in any disputes with third parties, internal investigation or administrative, regulatory or judicial proceeding as reasonably requested by the Company (including, without limitation, Executive being available to the Company upon reasonable notice for interviews and factual investigations, appearing at the Company’s request to give testimony without requiring service of a subpoena or other legal process, volunteering to the Company all pertinent information and turning over to the Company all relevant documents which are or may come into Executive’s possession, all at times and on schedules that are reasonably consistent with Executive’s other permitted activities and commitments). In the event the Company requires Executive’s cooperation in accordance with this paragraph after the Employment Period, the Company shall reimburse Executive solely for reasonable travel expenses (including lodging and meals, upon submission of receipts).

          (j) Remedies. Each of the parties to this Agreement (and the investors as third-party beneficiaries) will be entitled to enforce its rights under this Agreement specifically, to recover damages and costs (including attorneys fees) caused by any breach of any provision of this Agreement and to exercise all other rights existing in its favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or deposit) for specific performance and/or other injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement.

          (k) Amendment and Waiver. The provisions of this Agreement may be amended and waived only with the prior written consent of the Company, Employer, Executive and the Majority Holders (as defined in the Purchase Agreement).

          (l) Insurance. The Company, at its discretion, may apply for and procure in its own name and for its own benefit life and/or disability insurance on Executive in any amount or amounts considered available. Executive agrees to cooperate in any medical or other examination, supply any information, and to execute and deliver any applications or other instruments in writing as may be reasonably necessary to obtain and constitute such insurance. Executive hereby represents that he has no reason to believe that his life is not insurable at rates now prevailing for healthy men of his age.

          (m) Business Days. If any time period for giving notice or taking action hereunder expires on a day which is a Saturday, Sunday or holiday in the state in which the Company’s chief executive office is located, the time period shall be automatically extended to the business day immediately following such Saturday, Sunday or holiday.

          (n) Indemnification and Reimbursement of Payments on Behalf of Executive. The Company and its Subsidiaries shall be entitled to deduct or withhold from any amounts owing from the Company or any of its Subsidiaries to Executive any federal, state, local or foreign withholding taxes, excise taxes, or employment taxes (“Taxes”) imposed with respect to Executive’s compensation or other payments from the Company or any of its Subsidiaries or Executive’s ownership interest in the Company, including, without limitation, wages, bonuses,

21

dividends, the receipt or exercise of equity options and/or the receipt or vesting of restricted equity. In the event the Company or its Subsidiaries does not make such deductions or withholdings, Executive shall indemnify the Company and its Subsidiaries for any amounts paid with respect to any such Taxes, together with any interest, penalties and related expenses thereto.

          (o) Reasonable Expenses. The Company agrees to pay the reasonable fees and expenses of Executive’s counsel arising in connection with the negotiation and execution of this Agreement and the consummation of the transactions contemplated by this Agreement.

          (p) Termination. This Agreement (except for the provisions of Sections 6(a) and (b)) shall survive a Separation and shall remain in full force and effect after such Separation.

          (q) Adjustments of Numbers. All numbers set forth herein that refer to share prices or amounts will be appropriately adjusted to reflect stock splits, stock dividends, combinations of stock and other recapitalizations affecting the subject class of equity.

          (r) Deemed Transfer of Executive Securities. If the Company (and/or the Investors and/or any other Person acquiring securities) shall make available, at the time and place and in the amount and form provided in this Agreement, the consideration for the Executive Securities to he repurchased in accordance with the provisions of this Agreement, then from and after such time, the Person from whom such shares are to be repurchased shall no longer have any rights as a holder of such shares (other than the right to receive payment of such consideration in accordance with this Agreement), and such shares shall be deemed purchased in accordance with the applicable provisions hereof and the Company (and/or the Investors and/or any other Person acquiring securities) shall be deemed the owner and holder of such shares, whether or not the certificates therefor have been delivered as required by this Agreement.

          (s) No Pledge or Security Interest. The purpose of the Company’s retention of Executive’s stock certificates and executed stock powers is solely to facilitate the provisions set forth in Section 3 herein and Sections 4 and 5 of the Stockholders Agreement and does not constitute a pledge by Executive of, or the granting of a security interest in, the underlying equity.

          (t) Rights Granted to GTCR and its Affiliates. Any rights granted to GTCR and its Affiliates hereunder may also be exercised (in whole or in part) by their designees.

          (u) No Third-Party Beneficiaries. Except as specifically provided in this Agreement, nothing herein expressed or implied is intended or shall be construed to confer upon or give to any Person other than the parties hereto and their respective permitted successors and assigns, any rights or remedies under or by reason of this Agreement, such third parties specifically including employees, consultants and creditors of the Company, Employer and their respective Subsidiaries.

          (v) Delivery by Facsimile. This Agreement, the agreements referred to herein, and each other agreement or instrument entered into in connection herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile machine, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as

22

if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall reexecute original forms thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine as a defense to the formation or enforceability of a contract and each such party forever waives any such defense.

*           *           *           *           *

23

          IN WITNESS WHEREOF, the parties hereto have executed this Senior Management Agreement on the date first written above.

CAPELLA HOLDINGS, INC.
By:	/s/ Daniel S. Slipkovich
Name:	Daniel S. Slipkovich
Its:	Chief Executive Officer
CAPELLA HEALTHCARE, INC.
By:	/s/ Daniel S. Slipkovich
Name:	Daniel S. Slipkovich
Its:	Chief Executive Officer
/s/ David Andrew Slusser
David Andrew Slusser

24

EXHIBIT A

May __, 2005

ELECTION TO INCLUDE SECURITIES IN GROSS
INCOME PURSUANT TO SECTION 83(b) OF THE
INTERNAL REVENUE CODE

          The undersigned purchased shares of Common Stock (the “Shares”), of Capella Holdings, Inc., a Delaware corporation (the “Company”) on May ___, 2005 (the “Closing Date”). Under certain circumstances, the Company has the right to repurchase certain of the Shares at cost from the undersigned (or from the holder of the Shares, if different from the undersigned) should the undersigned cease to be employed by the Company and its subsidiaries or upon certain other events. Hence, the Shares are subject to a substantial risk of forfeiture and are non-transferable. The undersigned desires to make an election to have the Shares taxed under the provision of Code §83(b) at the time he purchased the Shares.

          Therefore, pursuant to Code §83(b) and Treasury Regulation § 1.83-2 promulgated thereunder, the undersigned hereby makes an election, with respect to the Shares (described below), to report as taxable income for calendar year 2005 the excess (if any) of the Shares’ fair market value on May ___, 2005 over the purchase price thereof.

          The following information is supplied in accordance with Treasury Regulation § 1.83-2(e):

          1. The name, address and social security number of the undersigned:

David Andrew Slusser
9218 Concord Road
Brentwood, Tennessee 37027
SSN: ###-##-####

          2. A description of the property with respect to which the election is being made: 1,105,838 shares of Common Stock of the Company.

          3. The date on which the property was transferred May ___, 2005. The taxable year for which such election is made: calendar year 2005.

          4. The restrictions to which the Shares are subject are set forth in a Senior Management Agreement, dated May ___, 2005, between the Company, a subsidiary of the Company, and the undersigned. A copy of the Senior Management Agreement is available upon request. In general, under the Senior Management Agreement, 1,105,838 of the Shares are subject to a five-year vesting schedule, with 20% of such Shares becoming vested on each anniversary of the purchase date if the undersigned remains employed as of such date. The Company has an option to repurchase any unvested Shares upon a termination of the undersigned’s employment prior to vesting, with a purchase price equal to the undersigned’s original cost for the Shares or, if less, the fair market value of the unvested Shares.

          5. The fair market value on May ___, 2005 of the property with respect to which the election is being made, determined without regard to any lapse restrictions: $0.08 per share of Common Stock.

          6. The amount paid for such property: $0.08 per share of Common Stock.

*           *           *           *           *

     A copy of this election has been furnished to the Secretary of the Company pursuant to Treasury Regulations §1.83-2(e)(7). A copy of this election will be submitted with the 2005 federal income tax return of the undersigned pursuant to Treasury Regulation §1.83-2(c).

Dated: May ___, 2005

David Andrew Slusser
 

EXHIBIT B

ASSIGNMENT SEPARATE FROM CERTIFICATE

          FOR VALUE RECEIVED, David Andrew Slusser (“Executive”) does hereby sell, assign and transfer unto _________, a ________________, ______________ shares of _________________ of Capella Holdings, Inc., a Delaware corporation (the “Company”), standing in the undersigned’s name on the books of the Company represented by Stock Certificate Nos. _________________ herewith and does hereby irrevocably constitute and appoint each principal of GTCR Golder Rauner, L.L.C. or GTCR Golder Rauner II, L.L.C. (acting alone or with one or more other such principals) as attorney to transfer the said securities on the books of the Company with full power of substitution in the premises.

          This Assignment Separate from Certificate may be used only for purposes of or in connection with transfers made in connection with Section 3 of that certain Senior Management Agreement among the Company, Capella Healthcare, Inc., a Delaware corporation, and Executive, dated as of May __, 2005, as amended from time to time pursuant to its terms, or Section 4 of that certain Stockholders Agreement, among the Company, Executive and certain stockholders of the Company, dated as of May ___, 2005, as amended from time to time pursuant to its terms.

Dated:                                         

David Andrew Slusser
 

EXHIBIT C

SPOUSAL CONSENT

          The undersigned spouse of Executive hereby acknowledges that I have read the foregoing Senior Management Agreement and the Registration Agreement and the Stockholders Agreement referred to therein, each executed by Executive and dated as of the date hereof, and that I understand their contents. I am aware that the foregoing Senior Management Agreement and the Stockholders Agreement provide for the repurchase of my spouse’s Executive Securities under certain circumstances and/or impose other restrictions on such securities (including, without limitation, restrictions on transfer). I agree that my spouse’s interest in these securities is subject to these restrictions and any interest that I may have in such securities shall be irrevocably bound by these agreements and further, that my community property interest, if any, shall be similarly bound by these agreements.

	Date:                                          , 2005
Spouse’s Name:

	Date:                                          , 2005
Witness’ Name:

EX-10.17

EXHIBIT 10.17

AMENDMENT NO. 1 TO
SENIOR MANAGEMENT AGREEMENT

     THIS AMENDMENT NO. 1 TO SENIOR MANAGEMENT AGREEMENT (this “Amendment”), dated as of May 12, 2006, is made by and among Capella Holdings, Inc., a Delaware corporation (the “Company”), Capella Healthcare, Inc., a Delaware corporation (“Employer”), and David Andrew Slusser (“Executive”), and GTCR Fund VIII, L.P., a Delaware limited partnership (the “Majority Holder”).

RECITALS

     WHEREAS, the Company, Employer and Executive entered into a Senior Management Agreement, dated as of May 4, 2005 (the “Senior Management Agreement”); and

     WHEREAS, the Company, Employer, Executive and the Majority Holder desire to amend the Senior Management Agreement as set forth herein pursuant to Section 11(k) of the Senior Management Agreement;

     NOW, THEREFORE, in consideration of the foregoing recitals, which shall constitute a part of this Amendment, and the mutual promises contained in this Amendment, and intending to be legally bound thereby, the parties agree as follows:

     1. Amendment to Section 3(b). Section 3(b) of the Senior Management Agreement is hereby deleted in its entirety and replaced with the following provision:

“In the event of a Separation, (i) the purchase price for each share of Unvested Common Stock will be the lesser of (A) Executive’s Original Cost for such share, and (B) the Fair Market Value of such share as of the date of the Repurchase Notice (as defined in Section 3(c) below) delivered pursuant to this Section 3, and (ii) the purchase price for each share of Vested Stock will be the Fair Market Value of such share as of the date of the Repurchase Notice delivered pursuant to this Section 3 (including, in the case of Preferred Stock, all accrued dividends thereon); provided, however, that if Executive’s employment is terminated with Cause, the purchase price for each share of Vested Carried Common Stock will be the lesser of (A) Executive’s Original Cost for such share and (B) the Fair Market Value of such share as of the date of the Repurchase Notice.”

     2. Amendment to Section 3(c). The first sentence of Section 3(c) of the Senior Management Agreement is hereby deleted in its entirety and replaced with the following sentence:

“In the event of a Separation, the Company (with the approval of the Board) may elect to purchase all or any portion of the Unvested Common Stock and/or the Vested Stock by delivering written notice (the “Repurchase Notice”) to the holder or holders of such Executive Securities on or prior to the date which is twelve months and one day after the Separation; provided that the Company may not deliver the Repurchase Notice with respect to any shares of Vested Carried Common Stock earlier than six months and one day after the date such shares became Vested Carried Common Stock.”

     3. Ratification. All other paragraphs, provisions, and clauses in the Senior Management Agreement not so modified remain in full force and effect as originally written.

     4. Defined Terms. Certain capitalized terms not defined herein shall have the meanings given to such terms in the Senior Management Agreement.

     5. Counterparts. This Amendment may be executed in one or more counterparts, each of which is an original, but all of which together constitute one and the same instrument. Any counterpart may be executed by facsimile signature and such facsimile signature shall be deemed an original.

     6. Governing Law; Binding Agreement. All questions concerning the construction, validity, enforcement and interpretation of this Amendment shall be governed by the internal law of the State of Delaware without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Delaware.

*   *   *   *

-2-

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.

CAPELLA HOLDINGS, INC.
By:	/s/ Daniel S. Slipkovich
Name:	Daniel S. Slipkovich
Its:	Chief Executive Officer
CAPELLA HEALTHCARE, INC.
By:	/s/ Daniel S. Slipkovich
Name:	Daniel S. Slipkovich
Its:	Chief Executive Officer
/s/ David Andrew Slusser
David Andrew Slusser

Agreed and Accepted by:

GTCR FUND VIII, L.P., as Majority Holder
By:	GTCR Partners VIII, L.P.
Its:	General Partner
By:	GTCR Golder Rauner II, L.L.C.
Its:	General Partner
By:	/s/ Joseph P. Nolan
Name:	Joseph P. Nolan
Its:	Principal

Signature Page to Amendment No. 1 to Senior Management Agreement

EX-10.18

EXHIBIT 10.18

SENIOR MANAGEMENT AGREEMENT

          THIS SENIOR MANAGEMENT AGREEMENT (this “Agreement”) is made as of October 17, 2005, by and among Capella Holdings, Inc., a Delaware corporation (the “Company”), Capella Healthcare, Inc., a Delaware corporation (“Employer”), and Denise Wilder Warren (“Executive”). This Agreement shall become effective as of the Employment Date (as defined below).

          The Company and Executive desire to enter into an agreement pursuant to which Executive will purchase from the Company, and the Company will sell to Executive, up to 789,896 shares of the Company’s Common Stock (the “Common Stock”). All Common Stock acquired by Executive are referred to herein as “Executive Securities.” Certain definitions are set forth in Section 9 of this Agreement.

          The Company, Employer and Executive mutually desire to enter into an agreement pursuant to which Employer will employ Executive.

          The execution and delivery of this Agreement by the Company and Executive is a condition to the consent of the Majority Holders (as defined in the Purchase Agreement) pursuant to Section 3C of the Purchase Agreement. For purposes of this Agreement, the “Purchase Agreement” shall mean that certain Stock Purchase Agreement, dated as of May 4, 2005, among the Company and the other parties set forth therein. For purposes of this Agreement, “GTCR II” shall mean GTCR Golder Rauner II, L.L.C. and the “Investors” shall mean GTCR II or any other investment fund managed by GTCR II or GTCR Golder Rauner, L.L.C. Certain provisions of this Agreement are intended for the benefit of, and will be enforceable by, the Investors.

          NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

PROVISIONS RELATING TO EXECUTIVE SECURITIES

          1. Purchase and Sale of Executive Securities.

          (a) At the Initial Closing (as defined in the Purchase Agreement), Executive will purchase, and the Company will sell, 789,896 shares of Common Stock at a price of $0.50 per share. The Company will deliver to Executive a copy of the certificate(s) representing such shares of Common Stock, and Executive will deliver to the Company a promissory note in the form of Exhibit A attached hereto (the “Executive Note”) in an aggregate principal amount equal to $394,948.00 as payment for such shares of Common Stock.

          (b) Within 30 days after the purchase of the Executive Securities hereunder (including, without limitation, upon the execution hereof), Executive will make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in the form of Exhibit B attached hereto.

          (c) Until released upon the occurrence of a Sale of the Company or a Public Offering as provided below, all stock certificates evidencing Executive Securities shall be held by the Company for the benefit of Executive and the other holder(s) of Executive Securities. Upon the occurrence of a Sale of

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the Company, the Company will return all stock certificates evidencing Executive Securities to the record holders thereof. Upon the consummation of a Public Offering, the Company will return to the record holders thereof stock certificates evidencing the Vested Common Stock (as defined in Section 2(d) below).

          (d) In connection with the purchase and sale of the Executive Securities, Executive represents and warrants to the Company that:

          (i) The Executive Securities to be acquired by Executive pursuant to this Agreement will be acquired for Executive’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Executive Securities will not be disposed of in contravention of the Securities Act or any applicable state securities laws.

          (ii) Executive is an executive officer of the Company and Employer, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive Securities.

          (iii) Executive is an “accredited investor” within the meaning of Securities and Exchange Commission Rule 501 of Regulation D.

          (iv) Executive is able to bear the economic risk of her investment in the Executive Securities for an indefinite period of time because the Executive Securities have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available.

          (v) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Executive Securities and has had full access to such other information concerning the Company as she has requested.

          (vi) This Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject

          (vii) Executive is neither party to, nor bound by, any other employment agreement, consulting agreement, noncompete agreement, non-solicitation agreement or confidentiality agreement.

          (viii) Executive is a resident of the State of Tennessee.

          (ix) This Agreement has been executed and delivered, and the Executive Securities have been granted hereunder, in connection with and as a part of the compensation and incentive arrangements between the Company and Executive and the issuance of the Executive Securities hereunder is intended to qualify for an exemption (the “Exemption”) from the registration requirements under the Act (as defined in Section 5(a) below), pursuant to Rule 701 thereof, and under applicable state securities laws. In the event that any provision of this Agreement would cause the Executive Securities hereunder to not qualify for the Exemption, Executive agrees that this Agreement shall be deemed automatically amended to the extent necessary to cause the Executive Securities to qualify for the Exemption.

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          (e) As an inducement to the Company to issue the Executive Securities to Executive, and as a condition thereto, Executive acknowledges and agrees that neither the issuance of the Executive Securities to Executive nor any provision contained herein shall entitle Executive to remain in the employment of the Company, Employer or their respective Subsidiaries or affect the right of the Company, Employer or their respective Subsidiaries to terminate Executive’s employment at any time for any reason.

          (f) Concurrently with the execution of this Agreement, Executive shall execute in blank ten stock transfer powers in the form of Exhibit C attached hereto (the “Stock Powers”) with respect to the Executive Securities and shall deliver such Stock Powers to the Company. The Stock Powers shall authorize the Company to assign, transfer and deliver the Executive Securities to the appropriate acquiror thereof pursuant to Section 3 below or Section 4 of the Stockholders Agreement and under no other circumstances.

          (g) At the Closing, if Executive is lawfully married, Executive’s spouse shall execute the Consent in the form of Exhibit D attached hereto.

          (h) At the Closing, Executive shall become a party to the Stockholders Agreement and the Registration Agreement, in each case, in the capacity of an Executive.

          2. Vesting of Common Stock.

          (a) The Executive Securities shall be subject to vesting in the manner specified in this Section 2.

          (b) Except as otherwise provided in this Section 2, the Executive Securities shall become vested in accordance with the following schedule, if as of each such date Executive is employed by the Company or any of its Subsidiaries:

	Cumulative Percentage of
	Common Stock Vested
First Anniversary of Initial Vesting Date		20	%
Second Anniversary of Initial Vesting Date		40	%
Third Anniversary of Initial Vesting Date		60	%
Fourth Anniversary of Initial Vesting Date		80	%
Fifth Anniversary of Initial Vesting Date		100	%

          (c) Upon the occurrence of a Sale of the Company, all Executive Securities which have not yet become vested shall become vested as of the date of consummation of the Sale of the Company, if, as of such date, Executive has been continuously employed by the Company, Employer or any of their respective Subsidiaries from the Initial Vesting Date and including such date.

          (d) Executive Securities that have become vested are referred to herein as “Vested Common Stock.” All Executive Securities that have not vested is referred to herein as “Invested Common Stock.”

          3. Repurchase of Executive Securities.

          (a) In the event Executive ceases to be employed by the Company or any of its Subsidiaries for any reason (the “Separation”), the Executive Securities (whether held by Executive or one or more of Executive’s transferees, other than the Company and the Investors) will be subject to

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repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 (the “Repurchase Option”). The Company may assign its repurchase rights set forth in this Section 3 to any Person.

          (b) In the event of a Separation, (i) the purchase price for each share of Unvested Common Stock will be the lesser of (A) Executive’s Original Cost for such share, and (B) the Fair Market Value of such share as of the date of the Repurchase Notice (as defined in Section 3(c) below) delivered pursuant to this Section 3, and (ii) the purchase price for each share of Vested Common Stock will be the greater of (A) Executive’s Original Cost for such share and (B) the Fair Market Value of such share as of the date of the Repurchase Notice delivered pursuant to this Section 3; provided, however, that if Executive’s employment is terminated with Cause, the purchase price for each share of Vested Common Stock will be the lesser of (A) Executive’s Original Cost for such share and (B) the Fair Market Value of such share as of the date of the Repurchase Notice.

          (c) In the event of a Separation, the Company (with the approval of the Board) may elect to purchase all or any portion of the Unvested Common Stock and/or the Vested Common Stock by delivering written notice (the “Repurchase Notice”) to the holder or holders of such Executive Securities on or prior to the date which is twelve months and one day after the Separation; provided that the Company may not deliver the Repurchase Notice with respect to any shares of Vested Common Stock earlier than 181 days after the date such shares became Vested Common Stock. The Repurchase Notice will set forth the number of shares of Unvested Common Stock and Vested Common Stock to be acquired from each holder, the aggregate consideration to be paid for such shares in accordance with Section 3(b) above and the time and place for the closing of the transaction. The number of Executive Securities to be repurchased by the Company shall first be satisfied to the extent possible from the Executive Securities held by Executive at the time of delivery of the Repurchase Notice. If the number of Executive Securities then held by Executive is less than the total number of Executive Securities that the Company has elected to purchase, the Company shall purchase the remaining Executive Securities elected to be purchased from the other holder(s) of Executive Securities under this Agreement, pro rata according to the number of Executive Securities held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share).

          (d) If for any reason the Company issues a Repurchase Notice but does not elect to purchase all of the Executive Securities pursuant to the Repurchase Option, the Investors shall be entitled to exercise the Repurchase Option for all or any portion of the Executive Securities the Company has not elected to purchase (the “Available Securities”). As soon as practicable after the Company has determined that there will be Available Securities, but in any event within ten months after the Separation, the Company shall give written notice (the “Option Notice”) to the Investors setting forth the number of Available Securities and the purchase price for the Available Securities. The Investors may elect to purchase any or all of the Available Securities by giving written notice to the Company within one month after the Option Notice has been given by the Company. If the Investors elect to purchase an aggregate number greater than the number of Available Securities, the Available Securities shall be allocated among the Investors based upon the number of shares of Common stock owned by each Investor. As soon as practicable, and in any event within ten days after the expiration of the one month period set forth above, the Company shall notify each holder of Executive Securities as to the number of shares being purchased from such holder by the Investors (the “Supplemental Repurchase Notice”). At the time the Company delivers the Supplemental Repurchase Notice to the holder(s) of Executive Securities, the Company shall also deliver written notice to each Investor setting forth the number and type of shares such Investor is entitled to purchase, the aggregate purchase price in accordance with Section 3(b) above and the time and place of the closing of the transaction. The number of shares of Unvested Common Stock and Vested Common Stock to be repurchased hereunder shall be allocated among the Company and the Investors pro rata according to the number of Executive Securities to be purchased by each of them.

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          (e) The closing of the purchase of the Executive Securities pursuant to the Repurchase Option shall take place on the date designated by the Company in the Repurchase Notice or Supplemental Repurchase Notice, which date shall not be more than one month nor less than 5 days after the delivery of the later of either such notice to be delivered. The Company will pay for the Executive Securities to be purchased by it pursuant to the Repurchase Option by first offsetting amounts outstanding under any bona fide debts owed by Executive to the Company, and will pay the remainder of the purchase price (if any) by, at its option, a check or wire transfer of funds. Each Investor will pay for the Executive Securities purchased by it by a check or wire transfer of funds (and with no other form of consideration). The Company and the Investors will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require that all sellers’ signatures be guaranteed.

          (f) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Executive Securities by the Company pursuant to the Repurchase Option shall be subject to applicable restrictions contained in the Delaware General Corporation Law or such other governing corporate law, and in the Company’s and its Subsidiaries’ debt and equity financing agreements. In furtherance of the foregoing, if any such restrictions prohibit (i) the repurchase of Executive Securities hereunder which the Company is otherwise entitled or required to make or (ii) dividends or other transfers of funds from one or more Subsidiaries to the Company to enable any such repurchases, then the Company may make such repurchases as soon as it is permitted to do so under such restrictions.

          (g) Notwithstanding anything to the contrary contained in this Agreement, if the Fair Market Value of Executive Securities is finally determined to be an amount at least 10% greater than the per share repurchase price for such share of Executive Securities in the Repurchase Notice or in the Supplemental Repurchase Notice, each of the Company and the Investors shall have the right to revoke its exercise of the Repurchase Option for all or any portion of the Executive Securities elected to be repurchased by it by delivering notice of such revocation in writing to the holders of Executive Securities during the thirty-day period beginning on the date that the Company and/or the Investors are given written notice that the Fair Market Value of a share of Executive Securities was finally determined to be an amount at least 10% greater than the per share repurchase price for Executive Securities set forth in the Repurchase Notice or in the Supplemental Repurchase Notice.

          (h) The provisions of this Section 3 shall terminate with respect to Vested Common Stock upon the consummation of a Public Offering.

          4. Restrictions on Transfer of Executive Securities.

          (a) Transfer of Executive Securities. The holders of Executive Securities shall not Transfer any interest in any shares of Executive Securities, except pursuant to (i) the provisions of Section 3 hereof, (ii) the provisions of Section 3 of the Stockholders Agreement (Participation Rights) (a “Participating Sale”), (iii) an Approved Sale (as defined in Section 5 of the Stockholders Agreement (Sale of the Company)), or (iv) the provisions of Section 4(b) below.

          (b) Certain Permitted Transfers. The restrictions in this Section 4 will not apply with respect to any Transfer of Executive Securities made (i) pursuant to applicable laws of descent and distribution or to such Person’s legal guardian in the case of any mental incapacity or among such Person’s Family Group, or (ii) of shares of Common Stock at such time as the Investors sell Common Stock in a Public Sale, but in the case of this clause (ii) only an amount of shares (the “Transfer Amount”) equal to the lesser of (A) the sum of the number of shares of Vested Common Stock owned by Executive and (B) the result of the number of shares of Common Stock owned by Executive multiplied by a fraction (the “Transfer Fraction”), the numerator of which is the number of shares of Common Stock sold by the Investors in such Public Sale and the denominator of which is the total number of shares of Common

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Stock held by the Investors prior to the Public Sale; provided that, if at the time of a Public Sale of stock by the Investors, Executive chooses not to Transfer the Transfer Amount. Executive shall retain the right to Transfer an amount of Common Stock at a future date equal to the lesser of (x) the sum of the number of shares of Vested Common Stock owned by Executive at such future date and (y) the result of the number of the shares of Common Stock owned by Executive at such future date multiplied by the Transfer Fraction; provided further that the restrictions contained in this Section 4 will continue to be applicable to the Executive Securities after any Transfer of the type referred to in clause (i) above and the transferees of such Executive Securities must agree in writing to be bound by the provisions of this Agreement. Any transferee of Executive Securities pursuant to a Transfer in accordance with the provisions of clause (i) of this Section 4(b) is herein referred to as a “Permitted Transferee.” Upon the Transfer of Executive Securities pursuant to this Section 4(b), the transferring holder of Executive Securities will deliver a written notice (a “Transfer Notice”) to the Company. In the case of a Transfer pursuant to clause (i) hereof, the Transfer Notice will disclose in reasonable detail the identity of the Permitted Transferee(s).

          (c) Termination of Restrictions. The restrictions set forth in this Section 4 will continue with respect to each share of Executive Securities until the earlier of (i) the date on which such share of Executive Securities has been transferred in a Public Sale permitted by this Section 4, or (ii) the consummation of a Sale of the Company.

          5. Additional Restrictions on Transfer of Executive Securities.

          (a) Legend. The certificates representing the Executive Securities will bear a legend in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED AS OF OCTOBER 17, 2005, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN A SENIOR MANAGEMENT AGREEMENT BETWEEN THE COMPANY AND AN EXECUTIVE OF THE COMPANY AND OTHER PARTIES, DATED AS OF OCTOBER 17, 2005. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.

THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS, A FULL STATEMENT OF ALL OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREON AUTHORIZED TO BE ISSUED BY THE COMPANY AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS.”

          (b) Opinion of Counsel. No holder of Executive Securities may Transfer any Executive Securities (except pursuant to Section 3 or 4(b) of this Agreement, Section 5 of the Stockholders Agreement (Sale of the Company) or an effective registration statement under the Securities Act) without first delivering to the Company a written notice describing in reasonable detail the proposed Transfer, together with an opinion of counsel (reasonably acceptable in form and substance to the Company) that neither registration nor qualification under the Securities Act and applicable state

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securities laws is required in connection with such transfer. In addition, if the holder of the Executive Securities delivers to the Company an opinion of counsel that no subsequent Transfer of such Executive Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated Transfer deliver new certificates for such Executive Securities that do not bear the Securities Act portion of the legend set forth in Section 5(a). If the Company is not required to deliver new certificates for such Executive Securities not bearing such legend, the holder thereof shall not Transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 5.

PROVISIONS RELATING TO EMPLOYMENT

          6. Employment. Employer agrees to employ Executive and Executive accepts such employment for the period beginning as of the Employment Date and ending upon her Separation (the “Employment Period”). Notwithstanding anything in this Agreement to the contrary, express or implied, (i) the Employment Period shall terminate immediately upon Executive’s resignation, death or Disability and (ii) the Employment Period may be terminated by Employer at any time for Cause or without Cause. Except as otherwise provided herein, any termination of the Employment Period by Employer shall be effective as of the date specified in a written notice from Employer to Executive.

          (a) Position and Duties.

          (i) During the Employment Period, Executive shall serve as Senior Vice President and Chief Financial Officer of the Company and shall have the normal duties, responsibilities and authority implied by such position, including, without limitation, the responsibilities associated with all aspects of the daily operations of Employer and the identification, negotiation, completion and integration of any acquisitions made by the Company, Employer or their Subsidiaries, subject to the power of the Board or the Chief Executive Officer to expand or limit such duties, responsibilities and authority and to override actions of the Senior Vice President and Chief Financial Officer of the Company.

          (ii) Executive shall report to the Chief Executive Officer, and Executive shall devote her best efforts and her full business time and attention to the business and affairs of the Company, Employer and their Subsidiaries.

          (b) Salary, Bonus and Benefits. During the Employment Period, Employer will pay Executive a base salary of $300,000 per annum or such other higher rate as the Board may determine from time to time (the “Annual Base Salary”), which salary shall be payable by Employer in regular installments in accordance with Employer’s general payroll practices (in effect from time to time). In addition to the Annual Base Salary, Executive shall be eligible for an annual base bonus (the “Annual Bonus”) following the end of each fiscal year of the Company during the Employment Period commencing on the first fiscal year of the Company after the Initial EBITDA Condition Date (as hereinafter defined) of up to 75% of the Annual Base Salary, as determined by the Board in its sole discretion based upon achievement by Executive and achievement by the Company, Employer and their Subsidiaries of performance criteria and other goals established by the Board (or the Compensation Committee established by the Board). Any bonus with respect to any fiscal year shall be payable on or prior to March 15 of the following fiscal year. In addition, during the Employment Period, Executive will be entitled to such other benefits approved by the Board and made available to the senior management of the Company, Employer and their Subsidiaries. For purposes of this Agreement, the “Initial EBITDA Target” shall mean first fiscal year ending on or after the fiscal year ending December 31, 2006, in which the Company has achieved consolidated EBITDA in an amount to be determined by the by Board (after

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giving effect to any acquisitions or dispositions by the Company or any of its subsidiaries that have been consummated).

          (c) During the Employment Period, Employer shall reimburse Executive for all reasonable business expenses incurred by her in the course of performing her duties and responsibilities under this Agreement which are consistent with Employer’s policies in effect from time to time with respect to travel, entertainment and other business expenses, subject to Employer’s requirements with respect to reporting and documentation of such expenses.

          (d) All amounts payable to Executive as compensation hereunder shall be subject to all required and customary withholding by Employer.

          (e) Separation. The Employment Period will continue until (i) Executive’s Disability or death, (ii) Executive’s termination of the Employment Period for any reason or (iii) the Board’s or Employer’s termination of the Employment Period with or without Cause. If Executive’s employment is terminated by Employer without Cause or as a result of Disability or death, then during the one-year period commencing on the date of termination (the “Severance Period”). Executive shall be entitled to receive her Annual Base Salary, in each case payable by Employer in regular installments in accordance with Employer’s general payroll practices (in effect from time to time). Notwithstanding the foregoing, (A) Executive shall not be entitled to receive any severance payments pursuant to this Section 6(e) unless Executive has executed and delivered to Employer a general release in form and substance satisfactory to Employer and (B) Executive shall be entitled to receive such severance payments only so long as Executive has not breached the provisions of Sections 7 or 8 hereof. Except as otherwise expressly provided in this Section 6(e), Executive shall not be entitled to receive any severance payments from and after the date of termination.

          7. Confidential Information.

          (a) Obligation to Maintain Confidentiality. Executive acknowledges that any trade secrets or other information, observations and data obtained by her during the course of her performance under this Agreement (or during any pre-employment discussions or negotiations) concerning the business or affairs of the Company, Employer or their respective Subsidiaries or Affiliates, other than information already known by Executive prior to her employment with Employer (other than any pre-employment discussions or negotiations) (“Confidential Information”) are the property of the Company, Employer or such Subsidiaries or Affiliates, including information concerning Work Product (as defined below) and acquisition opportunities in or reasonably related to the Company’s and Employer’s business or industry of which Executive becomes aware during the Employment Period. Therefore, Executive agrees that she will not, during the Employment Period and thereafter, disclose to any unauthorized Person or use for her own account, or the account of any unauthorized Person, any Confidential Information without the Board’s written consent, unless and to the extent that the Confidential Information, (i) becomes generally known to and available for use by the public other than as a result of Executive’s acts or omissions to act or (ii) is required to be disclosed pursuant to any applicable law or court order, provided that Executive uses all reasonable efforts to obtain confidential treatment of such information. Executive shall deliver to the Company at Separation, or at any other time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or the business of the Company, Employer and their respective Subsidiaries and Affiliates (including, without limitation, all acquisition prospects, lists and contact information) which she may then possess or have under her control.

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          (b) Ownership of Property. Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, invention disclosures, patent applications, copyrightable works (including mask works), trademarks, trade names and other source identifiers, and all registrations or applications related to the foregoing and all other proprietary information and all similar or related information (whether or not patentable and whether or not including trade secrets or other confidential information) that relate to the Company’s, Employer’s or any of their respective Subsidiaries’ or Affiliates’ actual or anticipated business, research and development, or existing or planned future products or services and that are conceived, developed, designed, made authored, contributed to, or reduced to practice by Executive (either solely or jointly with others) while employed by the Company, Employer or any of their respective Subsidiaries or Affiliates (“Work Product”) belong to the Company, Employer or such Subsidiary or Affiliate, and Executive hereby assigns, and agrees to assign, all Work Product, and all intellectual property embodied therein, to the Company, Employer or to such Subsidiary or Affiliate. Notwithstanding the foregoing, any copyrightable work authored or prepared in whole or in part by Executive in the course of her work for any of the foregoing entities shall be deemed a “work made for hire” under the copyright laws of the United States, and the Company, Employer or such Subsidiary or Affiliate shall own all rights therein. To the extent that any such copyrightable work is deemed not to be a “work made for hire,” Executive hereby assigns and agrees to assign to the Company, Employer or such Subsidiary or Affiliate all right, title, and interest, in and to such copyrightable work and all intellectual property embodied therein. Executive shall promptly disclose all Work Product to the Board. Executive represents and warrants to the Company and Employer that she does not now nor has she ever owned, nor has she ever made, any materials prior to the Employment Period that relate to the Company’s, Employer’s or their respective Subsidiaries’ or Affiliates’ actual or anticipated business, research and development or existing or planned future products or services. Executive hereby agrees to perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm the Company’s, Employer’s or such Subsidiary’s or Affiliate’s ownership of any Work Product (including, without limitation, by executing assignments, consents, powers of attorney, and other instruments). Should the Company, Employer or such Subsidiary or Affiliate be unable to secure Executive’s signature on any document necessary to apply for, prosecute, obtain, or enforce any patent, copyright, or other right or protection relating to any Work Product, whether due to Executive’s mental or physical incapacity or any other cause, Executive hereby irrevocably designates and appoints the Company, Employer or such Subsidiary or Affiliate and each of its duly authorized officers and agents as her agent and attorney-in-fact, to act for an in Executive’s behalf and stead, to execute and file any such document, and to do all other lawfully permitted acts to further the prosecution, issuance, and enforcement of patents, copyrights, trademarks or other rights or protections with the same force and effect as if executed and delivered by Executive.

          (c) Notice of Statutory Exception. In accordance with certain state laws, Executive is hereby advised that the foregoing Section 7(b) regarding ownership of Work Product does not apply to any invention for which no equipment, supplies, facilities or trade secret information of Company or its Subsidiaries or Affiliates was used and that was developed entirely on Executive’s own time, unless (a) the invention relates to the business or actual or demonstrably anticipated research or development of the Company or any Subsidiary or Affiliate, or (b) the invention results from any work performed by Executive for the Company or any Subsidiary or Affiliate.

          (d) Third Party Information. Executive understands that the Company, Employer and their respective Subsidiaries and Affiliates will receive from third parties confidential or proprietary information “(“Third Party Information”) subject to a duty on the Company’s, Employer’s and/or their respective Subsidiaries’ and/or Affiliates’ part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the Employment Period and thereafter, and without in any way limiting the provisions of Section 7(a) above, Executive will hold Third Party Information in the

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strictest confidence and will not disclose to anyone (other than personnel and consultants of the Company, Employer or their respective Subsidiaries or Affiliates who need to know such information in connection with their work for the Company, Employer or their respective Subsidiaries and Affiliates) or use, except in connection with her work for the Company, Employer or their respective Subsidiaries or Affiliates, Third Party Information unless expressly authorized by a member of the Board in writing.

          (e) Use of Information of Prior Employers. During the Employment Period, Executive will not improperly use or disclose any trade secrets or other confidential information, if any, of any former employers or any other Person to whom Executive has an obligation of confidentiality, and will not bring onto the premises of the Company, Employer or any of their respective Subsidiaries or Affiliates any unpublished documents or any property belonging to any former employer or any other Person to whom Executive has an obligation of confidentiality unless consented to in writing by the former employer or Person. Executive will use in the performance of her duties only information which is (i) generally known and used by persons with training and experience comparable to Executive’s and which is (x) common knowledge in the industry or (y) is otherwise legally in the public domain, (ii) is otherwise provided or developed by the Company, Employer or any of their respective Subsidiaries or Affiliates or (iii) in the case of materials, property or information belonging to any former employer or other Person to whom Executive has an obligation of confidentiality, approved for such use in writing by such former employer or Person.

          8. Noncompetition and Nonsolicitation. Executive acknowledges that in the course of her employment with Employer she will become familiar with Confidential Information concerning the Company, Employer and such Subsidiaries and that her services will be of special, unique and extraordinary value to the Company, Employer and such Subsidiaries. Therefore, Executive agrees that:

          (a) Noncompetition. During the Employment Period and for a period of one year thereafter, Executive shall not directly or indirectly, anywhere in the United States, directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with the businesses of the Company, Employer or any of their respective Subsidiaries in the acute care hospital industry. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation that is publicly traded, so long as Executive has no active participation in the business of such corporation.

          (b) Nonsolicitation. During the Employment Period and for a period of one year thereafter, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee or consultant of the Company, Employer or their respective Subsidiaries to leave the employ of the Company, Employer or such Subsidiary, or in any way interfere with the relationship between the Company, Employer and any of their respective Subsidiaries and any employee or consultant thereof, (ii) hire any person who was an employee or consultant of the Company, Employer or any of their respective Subsidiaries within 180 days after such person ceased to be an employee or consultant of the Company, Employer or any of their respective Subsidiaries, (iii) induce or attempt to induce any customer, supplier, licensor, licensee or other business relation of the Company, Employer or any of their respective Subsidiaries to cease doing business with the Company, Employer or such Subsidiary or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company, Employer and any Subsidiary or (iv) directly or indirectly acquire or attempt to acquire an interest in any business relating to the business of the Company, Employer or any of their respective Subsidiaries and with which the Company, Employer and any of their respective Subsidiaries has entertained discussions or has requested and received information relating to the acquisition of such business by the Company, Employer or any of their respective Subsidiaries in the two year period immediately preceding a Separation.

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          (c) Enforcement. If, at the time of enforcement of Section 7 or this Section 8, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum duration, scope and area permitted by law. Because Executive’s services are unique and because Executive has access to Confidential Information, the parties hereto agree that money damages would be an inadequate remedy for any breach of this Agreement. Therefore, in the event a breach or threatened breach of this Agreement, the Company, Employer, their respective Subsidiaries or their successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce, or prevent any violations of the provisions hereof (without posting a bond or other security).

          (d) Additional Acknowledgments. Executive acknowledges that the provisions of this Section 8 are in consideration of: (i) employment with Employer, (ii) the issuance of the Executive Securities by the Company and (iii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 7 and this Section 8 (x) are necessary to protect the Company’s and Employer’s interest in their Confidential Information and other intellectual property, and (y) do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s ability to earn a living. In addition, Executive acknowledges (i) that the business of the Company, Employer and their respective Subsidiaries will be conducted throughout the United States, (ii) notwithstanding the state of incorporation or principal office of the Company, Employer or any of their respective Subsidiaries, or any of their respective executives, consultants or employees (including the Executive), it is expected that the Company and Employer will have business activities and have valuable business relationships within its industry throughout the United States, and (iii) as part of her responsibilities, Executive will be traveling throughout the United States in furtherance of Employer’s business and its relationships. Executive agrees and acknowledges that the potential harm to the Company and Employer of the non-enforcement of Section 7 and this Section 8 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that she has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and Employer now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.

GENERAL PROVISIONS

          9. Definitions.

          “Affiliate” means, (i) with respect to any Person, any Person that controls, is controlled by or is under common control with such Person or an Affiliate of such Person, and (ii) with respect to any Investor, any general or limited partner of such Investor, any employee or owner of any such partner, or any other Person controlling, controlled by or under common control with such Investor; it being understood and agreed that GTCR Golder Rauner, L.L.C. and its Affiliates shall for all purposes hereunder shall be Affiliates of GTCR II and its Affiliates.

          “Base Acquisition” means the first acquisition by the Company or any of its Subsidiaries of one or more hospitals.

          “Board” means the Company’s board of directors.

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          “Cause” means (i) the commission of, or entry of a plea of guilty or nolo contendere, to a felony or a crime involving moral turpitude or any act or any other act or omission involving dishonesty or fraud with respect to the Company, Employer or any of their respective Subsidiaries or any of their customers or suppliers or stockholders, (ii) reporting to work repeatedly under the influence of alcohol or reporting to work under the influence of illegal drugs, the use of illegal drugs (whether or not at the workplace) or other repeated conduct causing the Company, Employer or any of their respective Subsidiaries substantial public disgrace or disrepute or substantial economic harm which, if curable, is not cured within 15 days following written notice thereof to the Executive, (iii) substantial and repeated failure to perform duties of the office held by the Executive as reasonably directed by the Board or the Chief Executive Officer which is not cured within 15 days following written notice thereof to the Executive, (iv) a breach of Executive’s duty of loyalty to the Company, Employer or any of their respective Subsidiaries or Affiliates or any act of fraud or material dishonesty with respect to the Company, Employer or any of their respective Subsidiaries or (v) any material breach of this Agreement or any other agreement between Executive and the Company, Employer or any of their respective Affiliates which is not cured within 15 days after written notice thereof to Executive.

          “Disability” means the disability of Executive caused by any physical or mental injury, illness or incapacity as a result of which Executive is unable to effectively perform the essential functions of Executive’s duties as determined by the Board in good faith.

          “EBITDA” means, with respect to any Person(s) for any period, the consolidated earnings of such Person(s) for such period before interest, taxes, depreciation and amortization for such period, determined on a consolidated basis in accordance with United States generally accepted accounting principles as in effect from time to time.

          “Employment Date” means [the date of this Agreement].

          “Executive Securities” will continue to be Executive Securities in the hands of any holder other than Executive (except for the Company and the Investors and except for transferees in a Public Sale), and except as otherwise provided herein, each such other holder of Executive Securities will succeed to all rights and obligations attributable to Executive as a holder of Executive Securities hereunder. Executive Securities will also include equity of the Company (or a corporate successor to the Company or a Subsidiary of the Company) issued with respect to Executive Securities (i) by way of a stock split, stock dividend, conversion, or other recapitalization, (ii) by way of reorganization or recapitalization of the Company in connection with the incorporation of a corporate successor prior to a Public Offering or (iii) by way of a distribution of securities of a Subsidiary of the Company to the members of the Company following or with respect to a Subsidiary Public Offering. Notwithstanding the foregoing, all shares of Unvested Common Stock shall remain Unvested Common Stock after any Transfer thereof.

          “Fair Market Value” of each share of Executive Securities means the fair market value of such Executive Securities as determined in good faith by the Board; provided that the fair market value of the Executive Securities shall not be discounted based on the minority ownership of the Executive.

          “Family Group” means a Person’s spouse and descendants (whether natural or adopted), and any trust, family limited partnership, limited liability company or other entity wholly owned, directly or indirectly, by such Person or such Person’s spouse and/or descendants that is and remains solely for the benefit of such Person and/or such Person’s spouse and/or descendants and any retirement plan for such Person.

          “Initial Vesting Date” means the date of the consummation of a Base Acquisition.

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          “Original Cost” means, with respect to each share of Common Stock purchased hereunder, $0.50 per share (as proportionately adjusted for all subsequent stock splits, stock dividends and other recapitalizations).

          “Person” means an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, investment fund, any other business entity and a governmental entity or any department, agency or political subdivision thereof

          “Public Offering” means the sale in an underwritten public offering registered under the Securities Act of equity securities of the Company or a corporate successor to the Company.

          “Public Sale” means (i) any sale pursuant to a registered public offering under the Securities Act or (ii) any sale to the public pursuant to Rule 144 promulgated under the Securities Act effected through a broker, dealer or market maker (other than pursuant to Rule 144(k) prior to a Public Offering).

          “Registration Agreement” means the Registration Agreement dated as of May 4, 2005 among the Company and certain of its stockholders, as amended from time to time in accordance with its terms.

          “Sale of the Company” means any transaction or series of transactions pursuant to which any Person or group of related Persons other than the Investors or their Affiliates in the aggregate acquire(s) (i) equity securities of the Company possessing the voting power (other than voting rights accruing only in the event of a default, breach or event of noncompliance) to elect a majority of the Board (whether by merger, consolidation, reorganization, combination, sale or transfer of the Company’s equity, stockholder or voting agreement, proxy, power of attorney or otherwise) or (ii) all or substantially all of the Company’s assets determined on a consolidated basis; provided that a Public Offering shall not constitute a Sale of the Company.

          “Securities Act” means the Securities Act of 1933, as amended from time to time.

          “Stockholders Agreement” means the Stockholders Agreement dated as of May 4, 2005 among the Company and certain of its stockholders, as amended from time to time pursuant to its terms.

          “Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association, or business entity of which (i) if a corporation, a majority of the total voting power of shares of 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 owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association, or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association, or other business entity gains or losses or shall be or control any managing director or general partner of such limited liability company, partnership, association, or other business entity. For purposes hereof, references to a “Subsidiary” of any Person shall be given effect only at such times that such Person has one or more Subsidiaries, and, unless otherwise indicated, the term “Subsidiary” refers to a Subsidiary of the Company.

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          “Subsidiary Public Offering” means the sale in an underwritten public offering registered under the Securities Act of equity securities of Employer or another Subsidiary of the Company.

          “Transfer” means to sell, transfer, assign, pledge or otherwise dispose of (whether with or without consideration and whether voluntarily or involuntarily or by operation of law).

          10. Notices. Any notice provided for in this Agreement must be in writing and must be either personally delivered, mailed by first class mail (postage prepaid and return receipt requested) or sent by reputable overnight courier service (charges prepaid) to the recipient at the address below indicated:

          If to the Company:

Capella Holdings, Inc.
Two Corporate Centre
501 Corporate Centre Drive, Suite 200
Franklin, TN 37067
Attention: Chief Executive Officer
Facsimile: (615) 764-3030

with copies to:

GTCR Golder Rauner, L.L.C.
6100 Sears Tower
Chicago, Illinois 60606-6402
Attention: Joseph P. Nolan
                  Peter M. Stavros
Facsimile: (312) 382-2201

Kirkland & Ellis LLP
200 East Randolph Drive
Chicago, Illinois 60601
Attention: Kevin R. Evanich, P.C.
                  Jeffrey A. Fine, Esq.
Facsimile: (312) 861-2200

          If to Employer:

Capella Healthcare, Inc.
Two Corporate Centre
501 Corporate Centre Drive, Suite 200
Franklin, TN 37067
Attention: Chief Executive Officer
Facsimile: (615) 764-3030

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with copies to:

GTCR Golder Rauner, L.L.C.
6100 Sears Tower
Chicago, Illinois 60606-6402
Attention: Joseph P. Nolan
                  Peter M. Stavros
Facsimile: (312) 382-2201

Kirkland & Ellis LLP
200 East Randolph Drive
Chicago, Illinois 60601
Attention: Kevin R. Evanich, P.C.
                  Jeffrey A. Fine, Esq.
Facsimile: (312) 861-2200

          If to Executive:

Denise Wilder Warren
4943 Tyne Valley Boulevard
Nashville, Tennessee 37220

          If to the Investors:

GTCR Golder Rauner, L.L.C.
6100 Sears Tower
Chicago, Illinois 60606-6402
Attention: Joseph P. Nolan
                  Peter M. Stavros
Facsimile: (312) 382-2201

Kirkland & Ellis LLP
200 East Randolph Drive
Chicago, Illinois 60601
Attention: Kevin R. Evanich, P.C.
                  Jeffrey A. Fine, Esq.
Facsimile: (312) 861-2200

or such other address or to the attention of such other Person as the recipient party shall have specified by prior written notice to the sending party. Any notice under this Agreement will be deemed to have been given when so delivered or sent or, if mailed, 5 days after deposit in the U.S. mail.

          11. General Provisions.

          (a) Transfers in Violation of Agreement. Any Transfer or attempted Transfer of any Executive Securities in violation of any provision of this Agreement shall be void, and the Company shall not record such Transfer on its books or treat any purported transferee of such Executive Securities as the owner of such equity for any purpose.

          (b) Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this

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Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

          (c) Complete Agreement. This Agreement, those documents expressly referred to herein and other documents of even date herewith embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

          (d) No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.

          (e) Counterparts. This Agreement may be executed in separate counterparts (including by means of facsimile), each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

          (f) Successors and Assigns. Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable by Executive, the Company, Employer, the Investors and their respective successors and assigns (including subsequent holders of Executive Securities); provided that the rights and obligations of Executive under this Agreement shall not be assignable except in connection with a permitted transfer of Executive Securities hereunder.

          (g) Choice of Law. The law of the State of Delaware will govern all questions concerning the relative rights of the Company, Employer and its stockholders. All other questions concerning the construction, validity and interpretation of this Agreement and the exhibits hereto will be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

          (h) MUTUAL WAIVER OF JURY TRIAL. BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES HERETO, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY AND/OR THE RELATIONSHIP ESTABLISHED AMONG THE PARTIES HEREUNDER.

          (i) Executive’s Cooperation. During the Employment Period and thereafter, Executive shall cooperate with the Company, Employer and their respective Subsidiaries and Affiliates in any disputes with third parties, internal investigation or administrative, regulatory or judicial proceeding as reasonably requested by the Company (including, without limitation, Executive being available to the Company upon reasonable notice for interviews and factual investigations, appearing at the Company’s

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request to give testimony without requiring service of a subpoena or other legal process, volunteering to the Company all pertinent information and turning over to the Company all relevant documents which are or may come into Executive’s possession, all at times and on schedules that are reasonably consistent with Executive’s other permitted activities and commitments). In the event the Company requires Executive’s cooperation in accordance with this paragraph after the Employment Period, the Company shall reimburse Executive solely for reasonable travel expenses (including lodging and meals, upon submission of receipts).

          (j) Remedies. Each of the parties to this Agreement (and the Investors as third-party beneficiaries) will be entitled to enforce its rights under this Agreement specifically, to recover damages and costs (including attorney’s fees) caused by any breach of any provision of this Agreement and to exercise all other rights existing in its favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or deposit) for specific performance and/or other injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement.

          (k) Amendment and Waiver. The provisions of this Agreement may be amended and waived only with the prior written consent of the Company, Employer, Executive and the Majority Holders (as defined in the Purchase Agreement).

          (l) Insurance. The Company, at its discretion, may apply for and procure in its own name and for its own benefit life and/or disability insurance on Executive in any amount or amounts considered available. Executive agrees to cooperate in any medical or other examination, supply any information, and to execute and deliver any applications or other instruments in writing as may be reasonably necessary to obtain and constitute such insurance. Executive hereby represents that she has no reason to believe that her life is not insurable at rates now prevailing for healthy women of her age.

          (m) Business Days. If any time period for giving notice or taking action hereunder expires on a day which is a Saturday, Sunday or holiday in the state in which the Company’s chief executive office is located, the time period shall be automatically extended to the business day immediately following such Saturday, Sunday or holiday.

          (n) Indemnification and Reimbursement of Payments on Behalf of Executive. The Company and its Subsidiaries shall be entitled to deduct or withhold from any amounts owing from the Company or any of its Subsidiaries to Executive any federal, state, local or foreign withholding taxes, excise taxes, or employment taxes (“Taxes”) imposed with respect to Executive’s compensation or other payments from the Company or any of its Subsidiaries or Executive’s ownership interest in the Company, including, without limitation, wages, bonuses, dividends, the receipt or exercise of equity options and/or the receipt or vesting of restricted equity. In the event the Company or its Subsidiaries does not make sucli deductions or withholdings, Executive shall indemnify the Company and its Subsidiaries for any amounts paid with respect to any such Taxes, together with any interest, penalties and related expenses thereto.

          (o) Reasonable Expenses. The Company agrees to pay the reasonable fees and expenses of Executive’s counsel arising in connection with the negotiation and execution of this Agreement and the consummation of the transactions contemplated by this Agreement.

          (p) Termination. This Agreement (except for the provisions of Sections 6(a) and (b)) shall survive a Separation and shall remain in full force and effect after such Separation.

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          (q) Adjustments of Numbers. All numbers set forth herein that refer to share prices or amounts will be appropriately adjusted to reflect stock splits, stock dividends, combinations of stock and other recapitalizations affecting the subject class of equity.

          (r) Deemed Transfer of Executive Securities. If the Company (and/or the Investors and/or any other Person acquiring securities) shall make available, at the time and place and in the amount and faun provided in this Agreement, the consideration for the Executive Securities to be repurchased in accordance with the provisions of this Agreement, then from and after such time, the Person from whom such shares are to be repurchased shall no longer have any rights as a holder of such shares (other than the right to receive payment of such consideration in accordance with this Agreement), and such shares shall be deemed purchased in accordance with the applicable provisions hereof and the Company (and/or the Investors and/or any other Person acquiring securities) shall be deemed the owner and holder of such shares, whether or not the certificates therefor have been delivered as required by this Agreement.

          (s) No Pledge or Security Interest. The purpose of the Company’s retention of Executive’s stock certificates and executed stock powers is solely to facilitate the provisions set forth in Section 3 herein and Sections 4 and 5 of the Stockholders Agreement and does not constitute a pledge by Executive of, or the granting of a security interest in, the underlying equity.

          (t) Rights Granted to GTCR and its Affiliates. Any rights granted to GTCR and its Affiliates hereunder may also be exercised (in whole or in part) by their designees.

          (u) No Third-Party Beneficiaries. Except as specifically provided in this Agreement, nothing herein expressed or implied is intended or shall be construed to confer upon or give to any Person other than the parties hereto and their respective permitted successors and assigns, any rights or remedies under or by reason of this Agreement, such third parties specifically including employees, consultants and creditors of the Company, Employer and their respective Subsidiaries.

          (v) Delivery by Facsimile. This Agreement, the agreements referred to herein, and each other agreement or instrument entered into in connection herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile machine, shall be treated in all mariner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall reexecute original forms thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine as a defense to the formation or enforceability of a contract and each such party forever waives any such defense.

* * * * *

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     IN WITNESS WHEREOF, the parties hereto have executed this Senior Management Agreement on the date first written above.

CAPELLA HOLDINGS, INC.
By:	/s/ Daniel S. Slipkovich
	Name:	Daniel S. Slipkovich
	Its: Chief Executive Officer

CAPELLA HEALTHCARE, INC.
By:	/s/ Daniel S. Slipkovich
	Name:	Daniel S. Slipkovich
	Its: Chief Executive Officer

/s/ Denise Wilder Warren  

Denise Wilder Warren 

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EXHIBIT A

Form of Executive Note

PROMISSORY NOTE

$394,948.00 October 17, 2005

     For value received, Denise Wilder Warren (“Executive”) promises to pay to the order of Capella Holdings, Inc., a Delaware corporation (the “Company”), at its principal offices or at such other place as designated in writing by the holder hereof, the aggregate principal amount of $394,948.00. This Note is a full recourse note and was issued pursuant to and is subject to the terms of the Senior Management Agreement, dated as of October 17, 2005, by and between the Company and Executive (the “Senior Management Agreement”). Certain terms used herein and not otherwise defined shall have the meanings given to such terms in the Senior Management Agreement.

     Subject to the terms of this Note, on the date that is the third anniversary of the Employment Date, Executive shall pay the entire principal amount of this Note then outstanding to the holder of this Note, together with all accrued and unpaid interest on the principal amount of this Note. Executive shall prepay the entire outstanding principal amount of this Note and all accrued and unpaid interest thereon upon the earlier of (i) the effective date of Executive’s termination for any reason unless Executive’s employment is terminated by the Company without Cause, (ii) an initial Public Offering or (iii) the sale or transfer of the Executive Securities purchased with this Note. In addition, the payment of the principal amount and accrued interest and the other amounts owing under this Note is subject to certain offset rights under the Senior Management Agreement.

     Interest shall accrue on the outstanding principal amount of this Note at a rate equal to the prime rate at date of issuance plus one percent (1%) per annum and shall be payable at such time as the principal of this Note becomes due and payable.

     In the event the Executive fails to pay any amounts due hereunder when due, Executive shall pay to the holder hereof, in addition to such amounts due all costs of collection, including reasonable attorneys’ fees.

     Executive, or her successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and nonpayment of this Note, and expressly agrees that this Note, or any payment hereunder, may be extended from time to time and that the holder hereof may accept security for this Note or release security for this Note, all without in any way affecting the liability of Executive hereunder.

     This Note shall be governed by the internal laws, not the laws of conflicts, of the State of Delaware.

Denise Wilder Warren 

EXHIBIT B

October 17, 2005

ELECTION TO INCLUDE SECURITIES IN GROSS
INCOME PURSUANT TO SECTION 83(b) OF THE
INTERNAL REVENUE CODE

          The undersigned purchased shares of Common Stock (the “Shares”), of Capella Holdings, Inc., a Delaware corporation (the “Company”) on October 17, 2005 (the “Closing Date”). Under certain circumstances, the Company has the right to repurchase certain of the Shares at cost from the undersigned (or from the holder of the Shares, if different from the undersigned) should the undersigned cease to be employed by the Company and its subsidiaries or upon certain other events. Hence, the Shares are subject to a substantial risk of forfeiture and are non-transferable. The undersigned desires to make an election to have the Shares taxed under the provision of Code §83(b) at the time she purchased the Shares.

          Therefore, pursuant to Code §83(b) and Treasury Regulation §1.83-2 promulgated thereunder, the undersigned hereby makes an election, with respect to the Shares (described below), to report as taxable income for calendar year 2005 the excess (if any) of the Shares’ fair market value on October 17, 2005 over the purchase price thereof.

          The following information is supplied in accordance with Treasury Regulation §1.83-2(e):

          1. The name, address and social security number of the undersigned:

Denise Wilder Warren
4943 Tyne Valley Boulevard
Nashville, Tennessee 37220
SSN: ###-##-####

          2. A description of the property with respect to which the election is being made: 789,896 shares of Common Stock of the Company.

          3. The date on which the property was transferred October 17, 2005. The taxable year for which such election is made: calendar year 2005.

          4. The restrictions to which the Shares are subject are set forth in a Senior Management Agreement, dated October 17, 2005, between the Company, a subsidiary of the Company, and the undersigned. A copy of the Senior Management Agreement is available upon request. In general, under the Senior Management Agreement, all of the Shares are subject to a five-year vesting schedule, with 20% of such Shares becoming vested on each anniversary of the purchase date if the undersigned remains employed as of such date. The Company has an option to repurchase any unvested Shares upon a termination of the undersigned’s employment prior to vesting, with a purchase price equal to the undersigned’s original cost for the Shares or, if less, the fair market value of the unvested Shares.

          5. The fair market value on October 17, 2005 of the property with respect to which the election is being made, determined without regard to any lapse restrictions: $0.50 per share of Common Stock.

          6. The amount paid for such property: $0.50 per share of Common Stock.

* * * * *

          A copy of this election has been furnished to the Secretary of the Company pursuant to Treasury Regulations §1.83-2(e)(7). A copy of this election will be submitted with the 2005 federal income tax return of the undersigned pursuant to Treasury Regulation § 1.83-2(c).

Dated: October ___, 2005
	Denise Wilder Warren

EXHIBIT C

ASSIGNMENT SEPARATE FROM CERTIFICATE

          FOR VALUE RECEIVED, Denise Wilder Warren (“Executive”) does hereby sell, assign and transfer unto ________________, a ______________, _____________ shares of __________________ of Capella Holdings, Inc., a Delaware corporation (the “Company”), standing in the undersigned’s name on the books of the Company represented by Stock Certificate Nos. _________________ herewith and does hereby irrevocably constitute and appoint each principal of GTCR Golder Rauner, L.L.C. or GTCR Golder Rauner II, L.L.C. (acting alone or with one or more other such principals) as attorney to transfer the said securities on the books of the Company with full power of substitution in the premises.

          This Assignment Separate from Certificate may be used only for purposes of or in connection with transfers made in connection with Section 3 of that certain Senior Management Agreement among the Company, Capella Healthcare, Inc., a Delaware corporation, and Executive, dated as of October ___, 2005, as amended from time to time pursuant to its terms, or Section 4 of that certain Stockholders Agreement, among the Company, Executive and certain stockholders of the Company, dated as of May 4, 2005, as amended from time to time pursuant to its terms.

Dated: ____________________	________________________________________
	Denise Wilder Warren

EXHIBIT D

SPOUSAL CONSENT

          The undersigned spouse of Executive hereby acknowledges that I have read the foregoing Senior Management Agreement and the Registration Agreement and the Stockholders Agreement referred to therein, each executed by Executive and dated as of the date hereof, and that I understand their contents. I am aware that the foregoing Senior Management Agreement and the Stockholders Agreement provide for the repurchase of my spouse’s Executive Securities under certain circumstances and/or impose other restrictions on such securities (including, without limitation, restrictions on transfer). I agree that my spouse’s interest in these securities is subject to these restrictions and any interest that I may have in such securities shall be irrevocably bound by these agreements and further, that my community property interest, if any, shall be similarly bound by these agreements.

_____________________________	Date: __________, 2005
Spouse’s Name _______________________

_____________________________	Date: __________, 2005
Witness’ Name _______________________

EX-10.19

EXHIBIT 10.19

AMENDMENT NO. 1 TO
SENIOR MANAGEMENT AGREEMENT

     THIS AMENDMENT NO. 1 TO SENIOR MANAGEMENT AGREEMENT (this “Amendment”), dated as of May 12, 2006, is made by and among Capella Holdings, Inc., a Delaware corporation (the “Company”), Capella Healthcare, Inc., a Delaware corporation (“Employer”), and Denise Wilder Warren (“Executive”), and GTCR Fund VIII, L.P., a Delaware limited partnership (the “Majority Holder”).

RECITALS

     WHEREAS, the Company, Employer and Executive entered into a Senior Management Agreement, dated as of October 17, 2005 (the “Senior Management Agreement”);

     WHEREAS, the Company desires to sell to Executive and Executive desires to purchase from the Company, 157,950 additional shares of Common Stock; and

     WHEREAS, the Company, Employer, Executive and the Majority Holder desire to amend the Senior Management Agreement as set forth herein pursuant to Section 11(k) of the Senior Management Agreement;

     NOW, THEREFORE, in consideration of the foregoing recitals, which shall constitute a part of this Amendment, and the mutual promises contained in this Amendment, and intending to be legally bound thereby, the parties agree as follows:

     1. On the date hereof, Executive will purchase, and the Company will sell, 157,950 shares of Common Stock (the “Additional Shares”) at a price of $0.50 per share. The Company will deliver to Executive a copy of the certificate(s) representing the Additional Shares, and Executive will deliver to the Company a cashier’s or certified check or wire transfer of immediately available funds in an aggregate amount equal to $78,975.00 as payment for the Additional Shares. For purposes of clarification, the Additional Shares shall be deemed Executive Securities.

     2. Within 30 days after the purchase of the Additional Shares hereunder, Executive will make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in the form of Exhibit A attached hereto.

     3. In connection with the purchase and sale of the Additional Shares, Executive represents and warrants to the Company that:

          (a) The Additional Shares to be acquired by Executive pursuant to this Amendment will be acquired for Executive’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Additional Shares will not be disposed of in contravention of the Securities Act or any applicable state securities laws.

          (b) Executive is an executive officer of the Company and Employer, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Additional Shares.

          (c) Executive is an “accredited investor” within the meaning of Securities and Exchange Commission Rule 501 of Regulation D.

          (d) Executive is able to bear the economic risk of her investment in the Additional Shares for an indefinite period of time because the Additional Shares have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available.

          (e) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Additional Shares and has had full access to such other information concerning the Company as she has requested.

          (f) This Amendment constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Amendment by Executive does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject.

          (g) Executive is neither party to, nor bound by, any other employment agreement, consulting agreement, noncompete agreement, non-solicitation agreement or confidentiality agreement other than the Senior Management Agreement.

          (h) Executive is a resident of the State of Tennessee.

     4. The Additional Shares have been granted hereunder in connection with and as a part of the compensation and incentive arrangements between the Company and Executive and the issuance of the Additional Shares hereunder is intended to qualify for an Exemption. In the

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event that any provision of this Agreement would cause the Additional Shares hereunder to not qualify for the Exemption, Executive agrees that the Agreement shall be deemed automatically amended to the extent necessary to cause the Additional Shares to qualify for the Exemption.

     5. Concurrently with the execution of this Amendment, Executive shall execute in blank ten stock transfer powers in the form of Exhibit B attached hereto (the “Additional Shares Stock Powers”) with respect to the Additional Shares and shall deliver such Additional Shares Stock Powers to the Company. The Additional Shares Stock Powers shall authorize the Company to assign, transfer and deliver the Additional Shares to the appropriate acquiror thereof pursuant to Section 3 of the Senior Management Agreement or Section 4 of the Stockholders Agreement and under no other circumstances.

     6. Amendment to Section 3(b). Section 3(b) of the Senior Management Agreement is hereby deleted in its entirety and replaced with the following provision:

“In the event of a Separation, (i) the purchase price for each share of Unvested Common Stock will be the lesser of (A) Executive’s Original Cost for such share, and (B) the Fair Market Value of such share as of the date of the Repurchase Notice (as defined in Section 3(c) below) delivered pursuant to this Section 3, and (ii) the purchase price for each share of Vested Stock will be the Fair Market Value of such share as of the date of the Repurchase Notice delivered pursuant to this Section 3; provided, however, that if Executive’s employment is terminated with Cause, the purchase price for each share of Vested Common Stock will be the lesser of (A) Executive’s Original Cost for such share and (B) the Fair Market Value of such share as of the date of the Repurchase Notice.”

     7. Amendment to Section 3(c). The first sentence of Section 3(c) of the Senior Management Agreement is hereby deleted in its entirety and replaced with the following sentence:

“In the event of a Separation, the Company (with the approval of the Board) may elect to purchase all or any portion of the Unvested Common Stock and/or the Vested Common Stock by delivering written notice (the “Repurchase Notice”) to the

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holder or holders of such Executive Securities on or prior to the date which is twelve months and one day after the Separation; provided that the Company may not deliver the Repurchase Notice with respect to any shares of Vested Common Stock earlier than six months and one day after the date such shares became Vested Common Stock.”

     8. Notwithstanding the provisions of Section 5(a) of the Senior Management Agreement, the certificates representing the Additional Shares will bear a legend in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED AS OF MAY 12, 2006, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN A SENIOR MANAGEMENT AGREEMENT BETWEEN THE COMPANY AND AN EXECUTIVE OF THE COMPANY AND OTHER PARTIES, DATED AS OF OCTOBER 17, 2005, AS AMENDED. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.

THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS, A FULL STATEMENT OF ALL OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREON AUTHORIZED TO BE ISSUED BY THE COMPANY AND THE

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QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS.”

     9. Ratification. All other paragraphs, provisions, and clauses in the Senior Management Agreement not so modified remain in full force and effect as originally written.

     10. Defined Terms. Certain capitalized terms not defined herein shall have the meanings given to such terms in the Senior Management Agreement.

     11. Counterparts. This Amendment may be executed in one or more counterparts, each of which is an original, but all of which together constitute one and the same instrument. Any counterpart may be executed by facsimile signature and such facsimile signature shall be deemed an original.

     12. Governing Law; Binding Agreement. All questions concerning the construction, validity, enforcement and interpretation of this Amendment shall be governed by the internal law of the State of Delaware without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdictions) that would cause the application of the laws of any, jurisdictions other than the State of Delaware.

*   *   *   *

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     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.

CAPELLA HOLDINGS, INC.
By:	/s/ Daniel S. Slipkovich
Name:	Daniel S. Slipkovich
Its:	Chief Executive Officer
CAPELLA HEALTHCARE, INC.
By:	/s/ Daniel S. Slipkovich
Name:	Daniel S. Slipkovich
Its:	Chief Executive Officer
/s/ Denise Wilder Warren
Denise Wilder Warren

Agreed and Accepted by:

GTCR FUND VIII, L.P., as Majority Holder
By:	GTCR Partners VIII, L.P.
Its:	General Partner
By:	GTCR Golder Rauner II, L.L.C.
Its:	General Partner
By:	/s/ Joseph P. Nolan
Name:	Joseph P. Nolan
Its:	Principal

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Exhibit A

May 12, 2006

ELECTION TO INCLUDE SECURITIES IN GROSS
INCOME PURSUANT TO SECTION 83(b) OF THE
INTERNAL REVENUE CODE

     The undersigned purchased shares of Common Stock (the “Shares”), of Capella Holdings, Inc., a Delaware corporation (the “Company”) on May 12, 2006 (the “Closing Date”). Under certain circumstances, the Company has the right to repurchase certain of the Shares at cost from the undersigned (or from the holder of the Shares, if different from the undersigned) should the undersigned cease to be employed by the Company and its subsidiaries or upon certain other events. Hence, the Shares are subject to a substantial risk of forfeiture and are non-transferable. The undersigned desires to make an election to have the Shares taxed under the provision of Code §83(b) at the time she purchased the Shares.

     Therefore, pursuant to Code §83(b) and Treasury Regulation §1.83-2 promulgated thereunder, the undersigned hereby makes an election, with respect to the Shares (described below), to report as taxable income for calendar year 2006 the excess (if any) of the Shares’ fair market value on May 12, 2006 over the purchase price thereof.

     The following information is supplied in accordance with Treasury Regulation §1.83-2(e):

     1. The name, address and social security number of the undersigned:

Denise Wilder Warren
4943 Tyne Valley Boulevard
Nashville, Tennessee 37220
SSN:                     

     2. A description of the property with respect to which the election is being made: 157,950 shares of Common Stock of the Company.

     3. The date on which the property was transferred May 12, 2006. The taxable year for which such election is made; calendar year 2006.

     4. The restrictions to which the Shares are subject are set forth in a Senior Management Agreement, dated October 17, 2005, between the Company, a subsidiary of the Company, and the undersigned, as amended (the “Senior Management Agreement”). A copy of the Senior Management Agreement is available upon request in general, under the Senior Management Agreement, all of

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the Shares are subject to a five-year vesting schedule, with 20% of such Shares becoming vested on each anniversary of the Initial Vesting Date (as defined in the Senior Management Agreement) if the undersigned remains employed as of such date. The Company has an option to repurchase any unvested Shares upon a termination of the undersigned’s employment prior to vesting, with a purchase price equal to the undersigned’s original cost for the Shares or, if less, the fair market value of the unvested Shares.

     5. The fair market value on May 12, 2006 of the property with respect to which the election is being made, determined without regard to any lapse restrictions: $0.50 per share of Common Stock.

     6. The amount paid for such property: $0.50 per share of Common Stock.

*   *   *   *   *

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     A copy of this election has been furnished to the Secretary of the Company pursuant to Treasury Regulations §1.83-2(e)(7). A copy of this election will be submitted with the 2006 federal income tax return of the undersigned pursuant to Treasury Regulation §1.83-2(c).

     Dated: May 12, 2006

Denise Wilder Warren

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Exhibit B

ASSIGNMENT SEPARATE FROM CERTIFICATE

     FOR VALUE RECEIVED, Denise Wilder Warren (“Executive”) does hereby sell, assign and transfer unto _________________, a ________________, _______________ shares of _____________ of Capella Holdings, Inc., a Delaware corporation (the “Company”), standing in the undersigned’s name on the books of the Company represented by Stock Certificate Nos. _________________ herewith and does hereby irrevocably constitute and appoint each principal of GTCR Golder Rauner, L.L.C. or GTCR Golder Rauner II, L.L.C. (acting alone or with one or more other such principals) as attorney to transfer the said securities on the books of the Company with full power of substitution in the premises.

     This Assignment Separate from Certificate may be used only for purposes of or in connection with transfers made in connection with Section 3 of that certain Senior Management Agreement among the Company, Capella Healthcare, Inc., a Delaware corporation, and Executive, dated as of October 17, 2005, as amended from time to time pursuant to its terms, or Section 4 of that certain Stockholders Agreement, among the Company, Executive and certain stockholders of the Company, dated as of May 4, 2005, as amended from time to time pursuant to its terms.

Dated:
	Denise Wilder Warren

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EX-10.20

EXHIBIT 10.20

SENIOR MANAGEMENT AGREEMENT

     THIS SENIOR MANAGEMENT AGREEMENT (this “Agreement”) is made as of May 26, 2009, by and among Capella Holdings, Inc., a Delaware corporation (the “Company”), Capella Healthcare, Inc., a Delaware corporation (“Employer”), and Michael Wiechart (“Executive”). This Agreement shall become effective as of the Employment Date (as defined below).

     The Company and Executive desire to enter into an agreement pursuant to which Executive will purchase from the Company, and the Company will sell to Executive, up to 600,000 shares of the Company’s Common Stock (the “Common Stock”). All Common Stock acquired by Executive are referred to herein as “Executive Securities.” Certain definitions are set forth in Section 9 of this Agreement.

     The Company, Employer and Executive mutually desire to enter into an agreement pursuant to which Employer will employ Executive.

     NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

PROVISIONS RELATING TO EXECUTIVE SECURITIES

     1. Purchase and Sale of Executive Securities.

     (a) Upon the execution and delivery of this Agreement, Executive will purchase, and the Company will sell, 600,000 shares of Common Stock at a price of $2.65 per share. The Company will deliver to Executive a copy of the certificate(s) representing such shares of Common Stock, and Executive will deliver to the Company as payment for such shares of Common Stock a promissory note in the form of Exhibit A attached hereto (the “Executive Note”) in an aggregate principal amount equal $1,590,000.00.

     (b) Within 30 days after the purchase of the Executive Securities hereunder (including, without limitation, upon the execution hereof), Executive will make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in the form of Exhibit B attached hereto.

     (c) Until released upon the occurrence of a Sale of the Company or a Public Offering as provided below, all stock certificates evidencing Executive Securities shall be held by the Company for the benefit of Executive and the other holder(s) of Executive Securities. Upon the occurrence of a Sale of the Company, the Company will return all stock certificates evidencing Executive Securities to the record holders thereof. Upon the consummation of a Public Offering, the Company will return to the record holders thereof stock certificates evidencing the Vested Common Stock (as defined in Section 2(d) below).

     (d) In connection with the purchase and sale of the Executive Securities, Executive represents and warrants to the Company that:

     (i) The Executive Securities to be acquired by Executive pursuant to this Agreement will be acquired for Executive’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Executive Securities will not be disposed of in contravention of the Securities Act or any applicable state securities laws.

     (ii) Executive is an executive officer of the Company and Employer, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive Securities.

     (iii) Executive is an “accredited investor” within the meaning of Securities and Exchange Commission Rule 501 of Regulation D.

     (iv) Executive is able to bear the economic risk of his investment in the Executive Securities for an indefinite period of time because the Executive Securities have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available.

     (v) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Executive Securities and has had full access to such other information concerning the Company as he has requested.

     (vi) This Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject.

     (vii) Executive is neither party to, nor bound by, any other employment agreement, consulting agreement, noncompete agreement, non-solicitation agreement or confidentiality agreement.

     (viii) Executive is a resident of the State of Tennessee.

     (ix) This Agreement has been executed and delivered, and the Executive Securities have been granted hereunder, in connection with and as a part of the compensation and incentive arrangements between the Company and Executive and the issuance of the Executive Securities hereunder is intended to qualify for an exemption (the “Exemption”) from the registration requirements under the Act (as defined in Section 5(a) below), pursuant to Rule 701 thereof, and under applicable state securities laws. In the event that any provision of this Agreement would cause the Executive Securities hereunder to not qualify for the Exemption, Executive agrees that this Agreement shall be deemed automatically amended to the extent necessary to cause the Executive Securities to qualify for the Exemption.

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     (e) As an inducement to the Company to issue the Executive Securities to Executive, and as a condition thereto, Executive acknowledges and agrees that neither the issuance of the Executive Securities to Executive nor any provision contained herein shall entitle Executive to remain in the employment of the Company, Employer or their respective Subsidiaries or affect the right of the Company, Employer or their respective Subsidiaries to terminate Executive’s employment at any time for any reason.

     (f) Concurrently with the execution of this Agreement, Executive shall execute in blank ten stock transfer powers in the form of Exhibit C attached hereto (the “Stock Powers”) with respect to the Executive Securities and shall deliver such Stock Powers to the Company. The Stock Powers shall authorize the Company to assign, transfer and deliver the Executive Securities to the appropriate acquiror thereof pursuant to Section 3 below or Section 4 of the Stockholders Agreement and under no other circumstances.

     (g) At the Closing, if Executive is lawfully married, Executive’s spouse shall execute the Consent in the form of Exhibit D attached hereto.

     (h) At the Closing, Executive shall become a party to the Stockholders Agreement and the Registration Agreement, in each case, in the capacity of an Executive.

     2. Vesting of Common Stock.

     (a) The Executive Securities shall be subject to vesting in the manner specified in this Section 2.

     (b) Except as otherwise provided in this Section 2, the Executive Securities shall become vested in accordance with the following schedule, if as of each such date Executive is employed by the Company or any of its Subsidiaries:

	Cumulative Percentage
	of Common Stock Vested
First Anniversary of Initial Vesting Date		20	%
Second Anniversary of Initial Vesting Date		40	%
Third Anniversary of Initial Vesting Date		60	%
Fourth Anniversary of Initial Vesting Date		80	%
Fifth Anniversary of Initial Vesting Date		100	%

     (c) Upon the occurrence of a Sale of the Company, all Executive Securities which have not yet become vested shall become vested as of the date of consummation of the Sale of the Company, if, as of such date, Executive has been continuously employed by the Company, Employer or any of their respective Subsidiaries from the Initial Vesting Date and including such date.

     (d) Executive Securities that have become vested are referred to herein as “Vested Common Stock.” All Executive Securities that have not vested is referred to herein as “Unvested Common Stock.”

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     3. Repurchase of Executive Securities.

     (a) In the event Executive ceases to be employed by the Company or any of its Subsidiaries for any reason (the “Separation”), the Executive Securities (whether held by Executive or one or more of Executive’s transferees, other than the Company and the Investors) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 (the “Repurchase Option”). The Company may assign its repurchase rights set forth in this Section 3 to any Person.

     (b) In the event of a Separation, (i) the purchase price for each share of Unvested Common Stock will be the lesser of (A) Executive’s Original Cost for such share, and (B) the Fair Market Value of such share as of the date of the Repurchase Notice (as defined in Section 3(c) below) delivered pursuant to this Section 3, and (ii) the purchase price for each share of Vested Common Stock will be the greater of (A) Executive’s Original Cost for such share and (B) the Fair Market Value of such share as of the date of the Repurchase Notice delivered pursuant to this Section 3; provided, however, that if Executive’s employment is terminated with Cause, the purchase price for each share of Vested Common Stock will be the lesser of (A) Executive’s Original Cost for such share and (B) the Fair Market Value of such share as of the date of the Repurchase Notice.

     (c) In the event of a Separation, the Company (with the approval of the Board) may elect to purchase all or any portion of the Unvested Common Stock and/or the Vested Common Stock by delivering written notice (the “Repurchase Notice”) to the holder or holders of such Executive Securities on or prior to the date which is twelve months and one day after the Separation; provided that the Company may not deliver the Repurchase Notice with respect to any shares of Vested Common Stock earlier than six months and one day after the date such shares became Vested Common Stock. The Repurchase Notice will set forth the number of shares of Unvested Common Stock and Vested Common Stock to be acquired from each holder, the aggregate consideration to be paid for such shares in accordance with Section 3(b) above and the time and place for the closing of the transaction. The number of Executive Securities to be repurchased by the Company shall first be satisfied to the extent possible from the Executive Securities held by Executive at the time of delivery of the Repurchase Notice. If the number of Executive Securities then held by Executive is less than the total number of Executive Securities that the Company has elected to purchase, the Company shall purchase the remaining Executive Securities elected to be purchased from the other holder(s) of Executive Securities under this Agreement, pro rata according to the number of Executive Securities held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share).

     (d) If for any reason the Company issues a Repurchase Notice but does not elect to purchase all of the Executive Securities pursuant to the Repurchase Option, the Investors shall be entitled to exercise the Repurchase Option for all or any portion of the Executive Securities the Company has not elected to purchase (the “Available Securities”). As soon as practicable after the Company has determined that there will be Available Securities, but in any event within ten months after the Separation, the Company shall give written notice (the “Option Notice”) to the Investors setting forth the number of Available Securities and the purchase price for the Available Securities. The Investors may elect to purchase any or all of the Available Securities

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by giving written notice to the Company within one month after the Option Notice has been given by the Company. If the Investors elect to purchase an aggregate number greater than the number of Available Securities, the Available Securities shall be allocated among the Investors based upon the number of shares of Common stock owned by each Investor. As soon as practicable, and in any event within ten days after the expiration of the one month period set forth above, the Company shall notify each holder of Executive Securities as to the number of shares being purchased from such holder by the Investors (the “Supplemental Repurchase Notice”). At the time the Company delivers the Supplemental Repurchase Notice to the holder(s) of Executive Securities, the Company shall also deliver written notice to each Investor setting forth the number and type of shares such Investor is entitled to purchase, the aggregate purchase price in accordance with Section 3(b) above and the time and place of the closing of the transaction. The number of shares of Unvested Common Stock and Vested Common Stock to be repurchased hereunder shall be allocated among the Company and the Investors pro rata according to the number of Executive Securities to be purchased by each of them.

     (e) The closing of the purchase of the Executive Securities pursuant to the Repurchase Option shall take place on the date designated by the Company in the Repurchase Notice or Supplemental Repurchase Notice, which date shall not be more than one month nor less than 5 days after the delivery of the later of either such notice to be delivered. The Company will pay for the Executive Securities to be purchased by it pursuant to the Repurchase Option by first offsetting amounts outstanding under any bona fide debts owed by Executive to the Company, and will pay the remainder of the purchase price (if any) by, at its option, a check or wire transfer of funds. Each Investor will pay for the Executive Securities purchased by it by a check or wire transfer of funds (and with no other form of consideration). The Company and the Investors will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require that all sellers’ signatures be guaranteed.

     (f) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Executive Securities by the Company pursuant to the Repurchase Option shall be subject to applicable restrictions contained in the Delaware General Corporation Law or such other governing corporate law, and in the Company’s and its Subsidiaries’ debt and equity financing agreements. In furtherance of the foregoing, if any such restrictions prohibit (i) the repurchase of Executive Securities hereunder which the Company is otherwise entitled or required to make or (ii) dividends or other transfers of funds from one or more Subsidiaries to the Company to enable any such repurchases, then the Company may make such repurchases as soon as it is permitted to do so under such restrictions.

     (g) Notwithstanding anything to the contrary contained in this Agreement, if the Fair Market Value of Executive Securities is finally determined to be an amount at least 10% greater than the per share repurchase price for such share of Executive Securities in the Repurchase Notice or in the Supplemental Repurchase Notice, each of the Company and the Investors shall have the right to revoke its exercise of the Repurchase Option for all or any portion of the Executive Securities elected to be repurchased by it by delivering notice of such revocation in writing to the holders of Executive Securities during the thirty-day period beginning on the date that the Company and/or the Investors are given written notice that the Fair Market Value of a share of Executive Securities was finally determined to be an amount at least 10% greater than

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the per share repurchase price for Executive Securities set forth in the Repurchase Notice or in the Supplemental Repurchase Notice.

     (h) Notwithstanding anything to the contrary herein, if, within a 24 month period following the Initial Vesting Date, (a) the Executive Securities are repurchased by the Company for any reason, other than after termination of Executive’s employment by the Executive without Good Reason or by the Employer (or Company) for Cause, as defined herein, or (b) the Executive Securities are transferred as part of the Sale of the Company, then, if the purchase price of the Executive Securities held by (or beneficially by) Executive is an amount less than the purchase price set forth in Section 1(a) above, the Company shall either (x) forgive the portion of the Executive Note attributable to the difference between the Executive’s original purchase price for the Executive Securities and the lower sale price of the Executive Securities (the “Deficiency”) or (y) pay or cause Employer to pay Executive a supplementary cash bonus equal (after all applicable deductions and withholdings) to such Deficiency.

     (i) The provisions of this Section 3 shall terminate with respect to Vested Common Stock upon the consummation of a Public Offering.

     4. Restrictions on Transfer of Executive Securities.

     (a) Transfer of Executive Securities. The holders of Executive Securities shall not Transfer any interest in any shares of Executive Securities, except pursuant to (i) the provisions of Section 3 hereof, (ii) the provisions of Section 3 of the Stockholders Agreement (Participation Rights) (a “Participating Sale”), (iii) an Approved Sale (as defined in Section 5 of the Stockholders Agreement (Sale of the Company)), or (iv) the provisions of Section 4(b) below.

     (b) Certain Permitted Transfers. The restrictions in this Section 4 will not apply with respect to any Transfer of Executive Securities made (i) pursuant to applicable laws of descent and distribution or to such Person’s legal guardian in the case of any mental incapacity or among such Person’s Family Group, or (ii) of shares of Common Stock at such time as the Investors sell Common Stock in a Public Sale, but in the case of this clause (ii) only an amount of shares (the “Transfer Amount”) equal to the lesser of (A) the sum of the number of shares of Vested Common Stock owned by Executive and (B) the result of the number of shares of Common Stock owned by Executive multiplied by a fraction (the “Transfer Fraction”), the numerator of which is the number of shares of Common Stock sold by the Investors in such Public Sale and the denominator of which is the total number of shares of Common Stock held by the Investors prior to the Public Sale; provided that, if at the time of a Public Sale of stock by the Investors, Executive chooses not to Transfer the Transfer Amount, Executive shall retain the right to Transfer an amount of Common Stock at a future date equal to the lesser of (x) the sum of the number of shares of Vested Common Stock owned by Executive at such future date and (y) the result of the number of the shares of Common Stock owned by Executive at such future date multiplied by the Transfer Fraction; provided further that the restrictions contained in this Section 4 will continue to be applicable to the Executive Securities after any Transfer of the type referred to in clause (i) above and the transferees of such Executive Securities must agree in writing to be bound by the provisions of this Agreement. Any transferee of Executive Securities pursuant to a Transfer in accordance with the provisions of clause (ii) of this Section 4(b) is herein referred to as a “Permitted Transferee.” Upon the Transfer of Executive Securities

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pursuant to this Section 4(b), the transferring holder of Executive Securities will deliver a written notice (a “Transfer Notice”) to the Company. In the case of a Transfer pursuant to clause (i) hereof, the Transfer Notice will disclose in reasonable detail the identity of the Permitted Transferee(s).

     (c) Termination of Restrictions. The restrictions set forth in this Section 4 will continue with respect to each share of Executive Securities until the earlier of (i) the date on which such share of Executive Securities has been transferred in a Public Sale permitted by this Section 4, or (ii) the consummation of a Sale of the Company.

     5. Additional Restrictions on Transfer of Executive Securities.

          (a) Legend. The certificates representing the Executive Securities will bear a legend in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED AS OF MAY 26, 2009, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN A SENIOR MANAGEMENT AGREEMENT BETWEEN THE COMPANY AND AN EXECUTIVE OF THE COMPANY AND OTHER PARTIES, DATED AS OF MAY 26, 2009. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.

THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS, A FULL STATEMENT OF ALL OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREON AUTHORIZED TO BE ISSUED BY THE COMPANY AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS.”

          (b) Opinion of Counsel. No holder of Executive Securities may Transfer any Executive Securities (except pursuant to Section 3 or 4(b) of this Agreement, Section 5 of the Stockholders Agreement (Sale of the Company) or an effective registration statement under the Securities Act) without first delivering to the Company a written notice describing in reasonable detail the proposed Transfer, together with an opinion of counsel (reasonably acceptable in form and substance to the Company) that neither registration nor qualification under the Securities Act and applicable state securities laws is required in connection with such transfer. In addition, if the holder of the Executive Securities delivers to the Company an opinion of counsel that no subsequent Transfer of such Executive Securities shall require registration under the Securities

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Act, the Company shall promptly upon such contemplated Transfer deliver new certificates for such Executive Securities that do not bear the Securities Act portion of the legend set forth in Section 5(a). If the Company is not required to deliver new certificates for such Executive Securities not bearing such legend, the holder thereof shall not Transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 5.

PROVISIONS RELATING TO EMPLOYMENT

     6. Employment. Employer agrees to employ Executive and Executive accepts such employment for the period beginning as of the Employment Date and ending upon his Separation (the “Employment Period”). Notwithstanding anything in this Agreement to the contrary, express or implied, (i) the Employment Period shall terminate immediately upon Executive’s resignation (for Good Reason or without Good Reason), death or Disability and (ii) the Employment Period may be terminated by Employer at any time for Cause or without Cause. Except as otherwise provided herein, any termination of the Employment Period by Employer shall be effective as of the date specified in a written notice from Employer to Executive.

     (a) Position and Duties.

     (i) During the Employment Period, Executive shall serve as Senior Vice President and Chief Operating Officer of the Company and shall have the normal duties, responsibilities and authority implied by such position, including, without limitation, the responsibilities associated with all aspects of the daily operations of Employer and the identification, negotiation, completion and integration of any acquisitions made by the Company, Employer or their Subsidiaries, subject to the power of the Board or the Chief Executive Officer to expand or limit such duties, responsibilities and authority and to override actions of the Senior Vice President and Chief Operating Officer of the Company.

     (ii) Executive shall report to the Chief Executive Officer, and Executive shall devote his best efforts and his full business time and attention to the business and affairs of the Company, Employer and their Subsidiaries.

     (b) Salary, Bonus and Benefits. During the Employment Period, Employer will pay Executive a base salary of $375,000.00 per annum or such other higher rate as the Board may determine from time to time (the “Annual Base Salary”), which salary shall be payable by Employer in regular installments in accordance with Employer’s general payroll practices (in effect from time to time). In addition to the Annual Base Salary, Executive shall be eligible for an annual base bonus (the “Annual Bonus”) following the end of each fiscal year of the Company during the Employment Period of up to 75% of the Annual Base Salary, as determined by the Board in its reasonable discretion based upon achievement by Executive and achievement by the Company, Employer and their Subsidiaries of performance criteria and other goals established by the Board (or the Compensation Committee established by the Board). Any bonus with respect to any fiscal year shall be payable on or prior to March 15 of the following fiscal year. In addition, during the Employment Period, Executive will be entitled to such other

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benefits approved by the Board and made available to the senior management of the Company, Employer and their Subsidiaries.

     (c) During the Employment Period, Employer shall reimburse Executive for all reasonable business expenses incurred by him in the course of performing his duties and responsibilities under this Agreement which are consistent with Employer’s policies in effect from time to time with respect to travel, entertainment and other business expenses, subject to Employer’s requirements with respect to reporting and documentation of such expenses.

     (d) All amounts payable to Executive as compensation hereunder shall be subject to all required and customary withholding by Employer.

     (e) Separation. The Employment Period will continue until (i) Executive’s Disability or death, (ii) Executive’s termination of the Employment Period for any reason or (iii) the Board’s or Employer’s termination of the Employment Period with or without Cause. If Executive’s employment is terminated by Employer without Cause or as a result of Disability or death or Executive resigns for Good Reason, then during the twenty-four month period commencing on the date of termination (the “Severance Period”), Executive shall be entitled to receive his Annual Base Salary, in each case payable by Employer in regular installments in accordance with Employer’s general payroll practices (in effect from time to time). Notwithstanding the foregoing, (A) Executive shall not be entitled to receive any severance payments pursuant to this Section 6(e) unless Executive (or, if Executive is deceased or disabled, then Executive’s legal representative) has executed and delivered to Employer a general release in form and substance reasonably satisfactory to Employer and (B) Executive shall be entitled to receive such severance payments only so long as Executive has not breached the provisions of Sections 7 or 8 hereof. Except as otherwise expressly provided in this Section 6(e), Executive shall not be entitled to receive any severance payments from and after the date of termination.

     7. Confidential Information.

     (a) Obligation to Maintain Confidentiality. Executive acknowledges that any trade secrets or other information, observations and data obtained by him during the course of his performance under this Agreement (or during any pre-employment discussions or negotiations) concerning the business or affairs of the Company, Employer or their respective Subsidiaries or Affiliates, other than information already known by Executive prior to his employment with Employer (other than any pre-employment discussions or negotiations) (“Confidential Information”) are the property of the Company, Employer or such Subsidiaries or Affiliates, including information concerning Work Product (as defined below) and acquisition opportunities in or reasonably related to the Company’s and Employer’s business or industry of which Executive becomes aware during the Employment Period. Therefore, Executive agrees that he will not, during the Employment Period and thereafter, disclose to any unauthorized Person or use for his own account, or the account of any unauthorized Person, any Confidential Information without the Board’s written consent, unless and to the extent that the Confidential Information, (i) becomes generally known to and available for use by the public other than as a result of Executive’s acts or omissions to act or (ii) is required to be disclosed pursuant to any applicable law or court order, provided that Executive uses all reasonable efforts to obtain confidential treatment of such information. Executive shall deliver to the Company at

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Separation, or at any other time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or the business of the Company, Employer and their respective Subsidiaries and Affiliates (including, without limitation, all acquisition prospects, lists and contact information) which he may then possess or have under his control. This provisions shall not in any manner restrict the possession or use by Executive of information generally known and used by persons with training and experience comparable to Executive’s and which is (x) common knowledge in the industry or (y) is otherwise legally in the public domain,

     (b) Ownership of Property. Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, invention disclosures, patent applications, copyrightable works (including mask works), trademarks, trade names and other source identifiers, and all registrations or applications related to the foregoing and all other proprietary information and all similar or related information (whether or not patentable and whether or not including trade secrets or other confidential information) that relate to the Company’s, Employer’s or any of their respective Subsidiaries’ or Affiliates’ actual or anticipated business, research and development, or existing or planned future products or services and that are conceived, developed, designed, made authored, contributed to, or reduced to practice by Executive (either solely or jointly with others) while employed by the Company, Employer or any of their respective Subsidiaries or Affiliates (“Work Product”) belong to the Company, Employer or such Subsidiary or Affiliate, and Executive hereby assigns, and agrees to assign, all Work Product, and all intellectual property embodied therein, to the Company, Employer or to such Subsidiary or Affiliate. Notwithstanding the foregoing, any copyrightable work authored or prepared in whole or in part by Executive in the course of his work for any of the foregoing entities shall be deemed a “work made for hire” under the copyright laws of the United States, and the Company, Employer or such Subsidiary or Affiliate shall own all rights therein. To the extent that any such copyrightable work is deemed not to be a “work made for hire,” Executive hereby assigns and agrees to assign to the Company, Employer or such Subsidiary or Affiliate all right, title, and interest, in and to such copyrightable work and all intellectual property embodied therein. Executive shall promptly disclose all Work Product to the Board. Executive represents and warrants to the Company and Employer that he does not now nor has he ever owned, nor has he ever made, any materials prior to the Employment Period that relate to the Company’s, Employer’s or their respective Subsidiaries’ or Affiliates’ actual or anticipated business, research and development or existing or planned future products or services. Executive hereby agrees to perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm the Company’s, Employer’s or such Subsidiary’s or Affiliate’s ownership of any Work Product (including, without limitation, by executing assignments, consents, powers of attorney, and other instruments). Should the Company, Employer or such Subsidiary or Affiliate be unable to secure Executive’s signature on any document necessary to apply for, prosecute, obtain, or enforce any patent, copyright, or other right or protection relating to any Work Product, whether due to Executive’s mental or physical incapacity or any other cause, Executive hereby irrevocably designates and appoints the Company, Employer or such Subsidiary or Affiliate and each of its duly authorized officers and agents as his agent and attorney-in-fact, to act for an in Executive’s behalf and stead, to execute and file any such document, and to do all other lawfully permitted acts to further the prosecution, issuance, and

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enforcement of patents, copyrights, trademarks or other rights or protections with the same force and effect as if executed and delivered by Executive.

     (c) Notice of Statutory Exception. In accordance with certain state laws, Executive is hereby advised that the foregoing Section 7(b) regarding ownership of Work Product does not apply to any invention for which no equipment, supplies, facilities or trade secret information of Company or its Subsidiaries or Affiliates was used and that was developed entirely on Executive’s own time, unless (a) the invention relates to the business or actual or demonstrably anticipated research or development of the Company or any Subsidiary or Affiliate, or (b) the invention results from any work performed by Executive for the Company or any Subsidiary or Affiliate.

     (d) Third Party Information. Executive understands that the Company, Employer and their respective Subsidiaries and Affiliates will receive from third parties confidential or proprietary information (“Third Party Information”) subject to a duty on the Company’s, Employer’s and/or their respective Subsidiaries’ and/or Affiliates’ part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the Employment Period and thereafter, and without in any way limiting the provisions of Section 7(a) above, Executive will hold Third Party Information in the strictest confidence and will not disclose to anyone (other than personnel and consultants of the Company, Employer or their respective Subsidiaries or Affiliates who need to know such information in connection with their work for the Company, Employer or their respective Subsidiaries and Affiliates) or use, except in connection with his work for the Company, Employer or their respective Subsidiaries or Affiliates, Third Party Information unless expressly authorized by a member of the Board in writing.

     (e) Use of Information of Prior Employers. During the Employment Period, Executive will not improperly use or disclose any trade secrets or other confidential information, if any, of any former employers or any other Person to whom Executive has an obligation of confidentiality, and will not bring onto the premises of the Company, Employer or any of their respective Subsidiaries or Affiliates any unpublished documents or any property belonging to any former employer or any other Person to whom Executive has an obligation of confidentiality unless consented to in writing by the former employer or Person.

     8. Noncompetition and Nonsolicitation. Executive acknowledges that in the course of his employment with Employer he will become familiar with Confidential Information concerning the Company, Employer and such Subsidiaries and that his services will be of special, unique and extraordinary value to the Company, Employer and such Subsidiaries. Therefore, Executive agrees that:

     (a) Noncompetition. During the Employment Period and, if the termination of employment was by Executive without a Good Reason or by Company for Cause, for a period of twenty-four months thereafter, Executive shall not directly or indirectly, anywhere in the United States, directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing within a 30 mile radius of any facilities operated by the Company, Employer or any of their respective Subsidiaries in the acute care hospital industry. Nothing herein shall prohibit Executive from being a passive owner of not

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more than 2% of the outstanding stock of any class of a corporation that is publicly traded, so long as Executive has no active participation in the business of such corporation.

     (b) Nonsolicitation. During the Employment Period and for a period of one year thereafter, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee or consultant of the Company, Employer or their respective Subsidiaries to leave the employ of the Company, Employer or such Subsidiary, or in any way interfere with the relationship between the Company, Employer and any of their respective Subsidiaries and any employee or consultant thereof, (ii) hire any person who was an employee or consultant of the Company, Employer or any of their respective Subsidiaries within 180 days after such person ceased to be an employee or consultant of the Company, Employer or any of their respective Subsidiaries, (iii) induce or attempt to induce any customer, supplier, licensor, licensee or other business relation of the Company, Employer or any of their respective Subsidiaries to cease doing business with the Company, Employer or such Subsidiary or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company, Employer and any Subsidiary or (iv) directly or indirectly acquire or attempt to acquire an interest in any business relating to the business of the Company, Employer or any of their respective Subsidiaries and with which the Company, Employer and any of their respective Subsidiaries has entertained discussions or has requested and received information relating to the acquisition of such business by the Company, Employer or any of their respective Subsidiaries in the two year period immediately preceding a Separation.

     (c) Enforcement. If, at the time of enforcement of Section 7 or this Section 8, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum duration, scope and area permitted by law. Because Executive’s services are unique and because Executive has access to Confidential Information, the parties hereto agree that money damages would be an inadequate remedy for any breach of this Agreement. Therefore, in the event a breach or threatened breach of this Agreement, the Company, Employer, their respective Subsidiaries or their successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security).

     (d) Additional Acknowledgments. Executive acknowledges that the provisions of this Section 8 are in consideration of: (i) employment with Employer, (ii) the issuance of the Executive Securities by the Company and (iii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 7 and this Section 8 (x) are necessary to protect the Company’s and Employer’s interest in their Confidential Information and other intellectual property, and (y) do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s ability to earn a living. In addition, Executive acknowledges (i) that the business of the Company, Employer and their respective Subsidiaries will be conducted throughout the United States, (ii) notwithstanding the state of incorporation or principal office of the Company, Employer or any of their respective Subsidiaries, or any of their respective executives,

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consultants or employees (including the Executive), it is expected that the Company and Employer will have business activities and have valuable business relationships within its industry throughout the United States, and (iii) as part of his responsibilities, Executive will be traveling throughout the United States in furtherance of Employer’s business and its relationships. Executive agrees and acknowledges that the potential harm to the Company and Employer of the non-enforcement of Section 7 and this Section 8 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and Employer now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.

GENERAL PROVISIONS

     9. Definitions.

     “Affiliate” means, (i) with respect to any Person, any Person that controls, is controlled by or is under common control with such Person or an Affiliate of such Person, and (ii) with respect to any Investor, any general or limited partner of such Investor, any employee or owner of any such partner, or any other Person controlling, controlled by or under common control with such Investor; it being understood and agreed that GTCR Golder Rauner, L.L.C. and its Affiliates shall for all purposes hereunder shall be Affiliates of GTCR II and its Affiliates.

     “Board” means the Company’s board of directors.

     “Cause” means (i) the commission of, or entry of a plea of guilty or nolo contendere, to a felony or a crime involving moral turpitude or any act or any other act or omission involving dishonesty or fraud with respect to the Company, Employer or any of their respective Subsidiaries or any of their customers or suppliers or stockholders, (ii) reporting to work repeatedly under the influence of alcohol or reporting to work under the influence of illegal drugs, the use of illegal drugs (whether or not at the workplace) or other repeated conduct causing the Company, Employer or any of their respective Subsidiaries substantial public disgrace or disrepute or substantial economic harm which, if curable, is not cured within 15 days following written notice thereof to the Executive, (iii) substantial and repeated failure to perform duties of the office held by the Executive as reasonably directed by the Board or the Chief Executive Officer which is not cured within 15 days following written notice thereof to the Executive, (iv) a breach of Executive’s duty of loyalty to the Company, Employer or any of their respective Subsidiaries or Affiliates or any act of fraud or material dishonesty with respect to the Company, Employer or any of their respective Subsidiaries or (v) any material breach of this Agreement or any other agreement between Executive and the Company, Employer or any of their respective Affiliates which is not cured within 30 days after written notice thereof to Executive.

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     “Disability” means the disability of Executive caused by any physical or mental injury, illness or incapacity as a result of which Executive is unable to effectively perform the essential functions of Executive’s duties as determined by the Board in good faith.

     “EBITDA” means, with respect to any Person(s) for any period, the consolidated earnings of such Person(s) for such period before interest, taxes, depreciation and amortization for such period, determined on a consolidated basis in accordance with United States generally accepted accounting principles as in effect from time to time.

     “Employment Date” means May 26, 2009.

     “Executive Securities” will continue to be Executive Securities in the hands of any holder other than Executive (except for the Company and the Investors and except for transferees in a Public Sale), and except as otherwise provided herein, each such other holder of Executive Securities will succeed to all rights and obligations attributable to Executive as a holder of Executive Securities hereunder. Executive Securities will also include equity of the Company (or a corporate successor to the Company or a Subsidiary of the Company) issued with respect to Executive Securities (i) by way of a stock split, stock dividend, conversion, or other recapitalization, (ii) by way of reorganization or recapitalization of the Company in connection with the incorporation of a corporate successor prior to a Public Offering or (iii) by way of a distribution of securities of a Subsidiary of the Company to the members of the Company following or with respect to a Subsidiary Public Offering. Notwithstanding the foregoing, all shares of Unvested Common Stock shall remain Unvested Common Stock after any Transfer thereof

     “Fair Market Value” of each share of Executive Securities means the fair market value of such Executive Securities as determined by the Board in good faith and in accordance with past practices of the Company for valuing its securities, based in part upon a third party valuation; provided that the fair market value of the Executive Securities shall not be discounted based on the minority ownership of the Executive.

     “Family Group” means a Person’s spouse and descendants (whether natural or adopted), and any trust, family limited partnership, limited liability company or other entity wholly owned, directly or indirectly, by such Person or such Person’s spouse and/or descendants that is and remains solely for the benefit of such Person and/or such Person’s spouse and/or descendants and any retirement plan for such Person.

     “Good Reason” shall mean (a) any decision by the Board which results in the primary business of the Company being a business other than acquiring or operating acute-care hospitals, (b) substantial detrimental change in the positions or responsibilities of the Executive without the consent of Executive, (c) where the Executive’s benefits under the employee benefit or health or welfare plans or programs of the Company are in the aggregate materially decreased (excluding reductions due to general benefit plan changes applicable to Company employees generally), (d) the failure by the Company to pay the Executive’s Base Salary or to provide for the Executive’s Annual Bonus if and when due, (e) the relocation of Executive’s primary place of employment to a location which is more than one hundred (100) miles from the city limits of Nashville, Tennessee, (f) any material breach by the Company or Employer of this Agreement or

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(g) any violation of law or act of fraud or dishonesty committed by the Company, Employer or any of their respective Affiliates, which has a material adverse effect on the Company, Employer or any of their respective Affiliates, if any of the foregoing (a) through (g) are not cured or remedied by Company (if capable of cure or remedy) within 30 days after receiving notice thereof from the Executive.

     “GTCR II” means GTCR Golder Rauner II, L.L.C.

     “Initial Vesting Date” means the date of this Agreement.

     “Investors” means GTCR II or any other investment fund managed by GTCR II or GTCR Golder Rauner, L.L.C.

     “Original Cost” means, with respect to each share of Common Stock purchased hereunder, $2.65 per share (as proportionately adjusted for all subsequent stock splits, stock dividends and other recapitalizations).

     “Person” means an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, investment fund, any other business entity and a governmental entity or any department, agency or political subdivision thereof.

     “Public Offering” means the sale in an underwritten public offering registered under the Securities Act of equity securities of the Company or a corporate successor to the Company.

     “Public Sale” means (i) any sale pursuant to a registered public offering under the Securities Act or (ii) any sale to the public pursuant to Rule 144 promulgated under the Securities Act effected through a broker, dealer or market maker (other than pursuant to Rule 144(k) prior to a Public Offering).

     “Registration Agreement” means the Registration Agreement dated as of May 4, 2005 among the Company and certain of its stockholders, as amended from time to time in accordance with its terms.

     “Sale of the Company” means any transaction or series of transactions pursuant to which any Person or group of related Persons other than the Investors or their Affiliates in the aggregate acquire(s) (i) equity securities of the Company possessing the voting power (other than voting rights accruing only in the event of a default, breach or event of noncompliance) to elect a majority of the Board (whether by merger, consolidation, reorganization, combination, sale or transfer of the Company’s equity, stockholder or voting agreement, proxy, power of attorney or otherwise) or (ii) all or substantially all of the Company’s assets determined on a consolidated basis; provided that a Public Offering shall not constitute a Sale of the Company.

     “Securities Act” means the Securities Act of 1933, as amended from time to time.

     “Stockholders Agreement” means the Stockholders Agreement dated as of May 4, 2005 among the Company and certain of its stockholders, as amended from time to time pursuant to its terms.

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     “Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association, or business entity of which (i) if a corporation, a majority of the total voting power of shares of 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 owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association, or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association, or other business entity gains or losses or shall be or control any managing director or general partner of such limited liability company, partnership, association, or other business entity. For purposes hereof, references to a “Subsidiary” of any Person shall be given effect only at such times that such Person has one or more Subsidiaries, and, unless otherwise indicated, the term “Subsidiary” refers to a Subsidiary of the Company.

     “Subsidiary Public Offering” means the sale in an underwritten public offering registered under the Securities Act of equity securities of Employer or another Subsidiary of the Company.

     “Transfer” means to sell, transfer, assign, pledge or otherwise dispose of (whether with or without consideration and whether voluntarily or involuntarily or by operation of law).

     10. Notices. Any notice provided for in this Agreement must be in writing and must be either personally delivered, mailed by first class mail (postage prepaid and return receipt requested) or sent by reputable overnight courier service (charges prepaid) to the recipient at the address below indicated:

If to the Company:

Capella Holdings, Inc.
501 Corporate Centre Drive, Suite 200
Franklin, TN 37067
Attention: Chief Executive Officer
Facsimile: (615) 764-3030

with copies to:

GTCR Golder Rauner, L.L.C.
300 N. LaSalle Street, Suite 5600
Chicago, Illinois 60654
Attention: Joseph P. Nolan
                  David S. Katz
Facsimile: (312) 382-2201

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Kirkland & Ellis LLP
300 N. LaSalle Street
Chicago, Illinois 60654
Attention: Jeffrey A. Fine, P.C.
Facsimile: (312) 862-2200

If to Employer:

Capella Healthcare, Inc.
Two Corporate Centre
501 Corporate Centre Drive, Suite 200
Franklin, TN 37067
Attention: Chief Executive Officer
Facsimile: (615) 764-3030

with copies to:

GTCR Golder Rauner, L.L.C.
300 N. LaSalle Street, Suite 5600
Chicago, Illinois 60654
Attention: Joseph P. Nolan
                 David S. Katz
Facsimile: (312) 382-2201

Kirkland & Ellis LLP
300 N. LaSalle Street
Chicago, Illinois 60654
Attention: Jeffrey A. Fine, P.C.
Facsimile: (312) 862-2200

If to Executive:

Michael Wiechart
2204 Greycliff Drive
Franklin, TN 37064

With a copy to:

Trace Blankenship, Esq.
Bone McAllester Norton PLLC
511 Union Street, Suite 1600
Nashville, Tennessee 37219
Direct Fax: 615/687-2201

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If to the Investors:

GTCR Golder Rauner, L.L.C.
300 N. LaSalle Street, Suite 5600
Chicago, Illinois 60654
Attention: Joseph P. Nolan
                  David S. Katz
Facsimile: (312) 382-2201

Kirkland & Ellis LLP
300 N. LaSalle Street
Chicago, Illinois 60654
Attention: Jeffrey A. Fine, P.C.
Facsimile: (312) 862-2200

or such other address or to the attention of such other Person as the recipient party shall have specified by prior written notice to the sending party. Any notice under this Agreement will be deemed to have been given when so delivered or sent or, if mailed, 5 days after deposit in the U.S. mail.

     11. General Provisions.

     (a) Transfers in Violation of Agreement. Any Transfer or attempted Transfer of any Executive Securities in violation of any provision of this Agreement shall be void, and the Company shall not record such Transfer on its books or treat any purported transferee of such Executive Securities as the owner of such equity for any purpose.

     (b) Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

     (c) Complete Agreement. This Agreement, those documents expressly referred to herein and other documents of even date herewith embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

     (d) No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.

     (e) Counterparts. This Agreement may be executed in separate counterparts (including by means of facsimile), each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

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     (f) Successors and Assigns. Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable by Executive, the Company, Employer, the Investors and their respective successors and assigns (including subsequent holders of Executive Securities); provided that the rights and obligations of Executive under this Agreement shall not be assignable except in connection with a permitted transfer of Executive Securities hereunder.

     (g) Choice of Law. The law of the State of Delaware will govern all questions concerning the relative rights of the Company, Employer and its stockholders. All other questions concerning the construction, validity and interpretation of this Agreement and the exhibits hereto will be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

     (h) MUTUAL WAIVER OF JURY TRIAL. BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES HERETO, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY AND/OR THE RELATIONSHIP ESTABLISHED AMONG THE PARTIES HEREUNDER.

     (i) Executive’s Cooperation. During the Employment Period and thereafter, Executive shall cooperate with the Company, Employer and their respective Subsidiaries and Affiliates in any disputes with third parties, internal investigation or administrative, regulatory or judicial proceeding as reasonably requested by the Company (including, without limitation, Executive being available to the Company upon reasonable notice for interviews and factual investigations, appearing at the Company’s request to give testimony without requiring service of a subpoena or other legal process, volunteering to the Company all pertinent information and turning over to the Company all relevant documents which are or may come into Executive’s possession, all at times and on schedules that are reasonably consistent with Executive’s other permitted activities and commitments). In the event the Company requires Executive’s cooperation in accordance with this paragraph after the Employment Period, the Company shall reimburse Executive solely for (1) Executive’s time (based on a reasonable hourly rate for Executive’s time plus ancillary costs) required to prepare for and participate in the matters for which cooperation has been requested and (2) reasonable travel expenses (including lodging and meals, upon submission of receipts).

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     (j) Remedies. Each of the parties to this Agreement (and the Investors as third-party beneficiaries) will be entitled (i) to enforce its rights under this Agreement specifically, (ii) to recover damages and costs (including attorney’s fees) caused by any breach of any provision of this Agreement (including without limitation Executive’s right to recovery referred to in Subsection 11(o) of this Agreement) and (iii) to exercise all other rights existing in its favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or deposit) for specific performance and/or other injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement.

     (k) Amendment and Waiver. The provisions of this Agreement may be amended and waived only with the prior written consent of the Company, Employer, Executive and the Majority Holders (as defined in that certain Stock Purchase Agreement, dated as of May 4, 2005, among the Company and the other parties set forth therein).

     (l) Insurance. The Company, at its discretion, may apply for and procure in its own name and for its own benefit life and/or disability insurance on Executive in any amount or amounts considered available. Executive agrees to cooperate in any medical or other examination, supply any information, and to execute and deliver any applications or other instruments in writing as may be reasonably necessary to obtain and constitute such insurance. Executive hereby represents that he has no reason to believe that his life is not insurable at rates now prevailing for healthy men of his age.

     (m) Business Days. If any time period for giving notice or taking action hereunder expires on a day which is a Saturday, Sunday or holiday in the state in which the Company’s chief executive office is located, the time period shall be automatically extended to the business day immediately following such Saturday, Sunday or holiday.

     (n) Indemnification and Reimbursement of Payments on Behalf of Executive. The Company and its Subsidiaries shall be entitled to deduct or withhold from any amounts owing from the Company or any of its Subsidiaries to Executive any federal, state, local or foreign withholding taxes, excise taxes, or employment taxes (“Taxes”) imposed with respect to Executive’s compensation or other payments from the Company or any of its Subsidiaries or Executive’s ownership interest in the Company, including, without limitation, wages, bonuses, dividends, the receipt or exercise of equity options and/or the receipt or vesting of restricted equity. In the event the Company or its Subsidiaries does not make such deductions or withholdings, Executive shall indemnify the Company and its Subsidiaries for any amounts paid with respect to any such Taxes, together with any interest, penalties and related expenses thereto.

     (o) Reasonable Expenses. The Company agrees to pay the reasonable fees and expenses of Executive’s counsel arising in connection with (i) the negotiation and execution of this Agreement and the consummation of the transactions contemplated by this Agreement and (ii) Executive’s enforcement of the Company’s and Employer’s performance of this Agreement.

     (p) Termination. This Agreement (except for the provisions of Sections 6(a) and (b)) shall survive a Separation and shall remain in full force and effect after such Separation.

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     (q) Adjustments of Numbers. All numbers set forth herein that refer to share prices or amounts will be appropriately adjusted to reflect stock splits, stock dividends, combinations of stock and other recapitalizations affecting the subject class of equity.

     (r) Deemed Transfer of Executive Securities. If the Company (and/or the Investors and/or any other Person acquiring securities) shall make available, at the time and place and in the amount and form provided in this Agreement, the consideration for the Executive Securities to be repurchased in accordance with the provisions of this Agreement, then from and after such time, the Person from whom such shares are to he repurchased shall no longer have any rights as a holder of such shares (other than the right to receive payment of such consideration in accordance with this Agreement), and such shares shall be deemed purchased in accordance with the applicable provisions hereof and the Company (and/or the Investors and/or any other Person acquiring securities) shall be deemed the owner and holder of such shares, whether or not the certificates therefor have been delivered as required by this Agreement.

     (s) No Pledge or Security Interest. The purpose of the Company’s retention of Executive’s stock certificates and executed stock powers is solely to facilitate the provisions set forth in Section 3 herein and Sections 4 and 5 of the Stockholders Agreement and does not constitute a pledge by Executive of, or the granting of a security interest in, the underlying equity.

     (t) Rights Granted to GTCR and its Affiliates. Any rights granted to GTCR and its Affiliates hereunder may also be exercised (in whole or in part) by their designees.

     (u) No Third-Party Beneficiaries. Except as specifically provided in this Agreement, nothing herein expressed or implied is intended or shall be construed to confer upon or give to any Person other than the parties hereto and their respective permitted successors and assigns, any rights or remedies under or by reason of this Agreement, such third parties specifically including employees, consultants and creditors of the Company, Employer and their respective Subsidiaries.

     (v) Delivery by Facsimile. This Agreement, the agreements referred to herein, and each other agreement or instrument entered into in connection herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile machine, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall reexecute original forms thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine as a defense to the formation or enforceability of a contract and each such party forever waives any such defense.

* * * * *

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     IN WITNESS WHEREOF, the parties hereto have executed this Senior Management Agreement on the date first written above.

CAPELLA HOLDINGS, INC.
By:	/s/ Daniel S. Slipkovich
	Name:	Daniel S. Slipkovich
	Its: Chief Executive Officer
CAPELLA HEALTHCARE, INC.
By:	/s/ Daniel S. Slipkovich
	Name:	Daniel S. Slipkovich
	Its: Chief Executive Officer
MICHAEL WIECHART
/s/ Michael Wiechart

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EXHIBIT A

Form of Executive Note

PROMISSORY NOTE

$1,590,000.00 May 26, 2009

     For value received, Michael Wiechart (“Executive”) promises to pay to the order of Capella Holdings, Inc., a Delaware corporation (the “Company”), at its principal offices or at such other place as designated in writing by the holder hereof, the aggregate principal amount of $1,590,000.00. This Note is a full recourse note and was issued pursuant to and is subject to the terms of the Senior Management Agreement, dated as of May 26, 2009, by and between the Company and Executive (the “Senior Management Agreement”). Certain terms used herein and not otherwise defined shall have the meanings given to such terms in the Senior Management Agreement.

     Subject to the terms of this Note, on the date that is the fifth anniversary of the Employment Date, Executive shall pay the entire principal amount of this Note then outstanding to the holder of this Note, together with all accrued and unpaid interest on the principal amount of this Note. Executive shall prepay the entire outstanding principal amount of this Note and all accrued and unpaid interest thereon upon the earlier of (i) the effective date of Executive’s termination for any reason unless Executive’s employment is terminated by the Company without Cause, (ii) an initial Public Offering or (iii) the sale or transfer of the Executive Securities purchased with this Note. In addition, the payment of the principal amount and accrued interest and the other amounts owing under this Note is subject to certain offset rights under the Senior Management Agreement.

     Notwithstanding anything to the contrary herein, in the event that Executive remains an employee of the Company (or the Employer), (i) on May 26, 2012 (the 3^rd anniversary date), a $274,456 portion of the principal balance of this Note shall be forgiven and Executive shall have no further obligation to pay such forgiven amount; (ii) on May 26, 2013 (the 4^th anniversary date), a $274,456 portion of the principal balance of this Note shall be forgiven and Executive shall have no further obligation to pay such forgiven amount; and (iii) on May 26, 2014 (the 5^th anniversary date), a $274,456 portion of the principal balance of this Note shall be forgiven and Executive shall have no further obligation to pay such forgiven amount.

     Interest shall accrue on the outstanding principal amount of this Note at a rate equal to the prime rate at date of issuance plus one percent (1%) per annum and shall be payable at such time as the principal of this Note becomes due and payable.

     In the event the Executive fails to pay any amounts due hereunder when due, Executive shall pay to the holder hereof, in addition to such amounts due all costs of collection, including reasonable attorneys’ fees.

     Executive, or her successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and nonpayment of this Note, and expressly agrees that this Note, or any payment hereunder, may be extended from time to time and that the

holder hereof may accept security for this Note or release security for this Note, all without in any way affecting the liability of Executive hereunder.

     This Note shall be governed by the internal laws, not the laws of conflicts, of the State of Delaware.

Michael Wiechart 

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EXHIBIT B

May 26, 2009

ELECTION TO INCLUDE SECURITIES IN GROSS
INCOME PURSUANT TO SECTION 83(b) OF THE
INTERNAL REVENUE CODE

     The undersigned purchased shares of Common Stock (the “Shares”), of Capella Holdings, Inc., a Delaware corporation (the “Company”) on May 26, 2009 (the “Closing Date”). Under certain circumstances, the Company has the right to repurchase certain of the Shares at cost from the undersigned (or from the holder of the Shares, if different from the undersigned) should the undersigned cease to be employed by the Company and its subsidiaries or upon certain other events. Hence, the Shares are subject to a substantial risk of forfeiture and are non-transferable. The undersigned desires to make an election to have the Shares taxed under the provision of Code §83(b) at the time he purchased the Shares.

     Therefore, pursuant to Code §83(b) and Treasury Regulation §1.83-2 promulgated thereunder, the undersigned hereby makes an election, with respect to the Shares (described below), to report as taxable income for calendar year 2009 the excess (if any) of the Shares’ fair market value on May 26, 2009 over the purchase price thereof.

     The following information is supplied in accordance with Treasury Regulation § 1.83-2(e):

     1. The name, address and social security number of the undersigned:

Michael Wiechart
2204 Greycliff Drive
Franklin, TN 37064
SSN: ____________________

     2. A description of the property with respect to which the election is being made: 600,000 shares of Common Stock of the Company.

     3. The date on which the property was transferred May 26, 2009. The taxable year for which such election is made: calendar year 2009.

     4. The restrictions to which the Shares are subject are set forth in a Senior Management Agreement, dated May 26, 2009, between the Company, a subsidiary of the Company, and the undersigned. A copy of the Senior Management Agreement is available upon request. In general, under the Senior Management Agreement, all of the Shares are subject to a five-year vesting schedule, with 20% of such Shares becoming vested on each anniversary of the purchase date if the undersigned remains employed as of such date. The Company has an option to repurchase any unvested Shares upon a termination of the undersigned’s employment prior to

vesting, with a purchase price equal to the undersigned’s original cost for the Shares or, if less, the fair market value of the unvested Shares.

     5. The fair market value on May 26, 2009 of the property with respect to which the election is being made, determined without regard to any lapse restrictions: $2.65 per share of Common Stock.

     6. The amount paid for such property: $2.65 per share of Common Stock.

* * * * *

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     A copy of this election has been furnished to the Secretary of the Company pursuant to Treasury Regulations §1.83-2(e)(7). A copy of this election will be submitted with the 2009 federal income tax return of the undersigned pursuant to Treasury Regulation § 1.83-2(c).

Dated: May 26, 2009

Michael Wiechart 

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EXHIBIT C

ASSIGNMENT SEPARATE FROM CERTIFICATE

     FOR VALUE RECEIVED, Michael Wiechart (“Executive”) does hereby sell, assign and transfer unto ________________, a ____________________, ____________ shares of ____________ of Capella Holdings, Inc., a Delaware corporation (the “Company”), standing in the undersigned’s name on the books of the Company represented by Stock Certificate Nos. _______________ herewith and does hereby irrevocably constitute and appoint each principal of GTCR Golder Rauner, L.L.C. or GTCR Golder Rauner II, L.L.C. (acting alone or with one or more other such principals) as attorney to transfer the said securities on the books of the Company with full power of substitution in the premises.

     This Assignment Separate from Certificate may be used only for purposes of or in connection with transfers made in connection with Section 3 of that certain Senior Management Agreement among the Company, Capella Healthcare, Inc., a Delaware corporation, and Executive, dated as of May 26, 2009, as amended from time to time pursuant to its terms, or Section 4 of that certain Stockholders Agreement, among the Company, Executive and certain stockholders of the Company, dated as of May 4, 2005, as amended from time to time pursuant to its terms.

Dated:
	Michael Wiechart

EXHIBIT D

SPOUSAL CONSENT

     The undersigned spouse of Executive hereby acknowledges that I have read the foregoing Senior Management Agreement and the Registration Agreement and the Stockholders Agreement referred to therein, each executed by Executive and dated as of the date hereof, and that I understand their contents. I am aware that the foregoing Senior Management Agreement and the Stockholders Agreement provide for the repurchase of my spouse’s Executive Securities under certain circumstances and/or impose other restrictions on such securities (including, without limitation, restrictions on transfer). I agree that my spouse’s interest in these securities is subject to these restrictions and any interest that I may have in such securities shall be irrevocably bound by these agreements and further, that my community property interest, if any, shall be similarly bound by these agreements.

_____________________ Date: _______ __, 2009

Spouse’s Name: _____________________


_____________________ Date: _______ __, 2009

Witness’ Name: _____________________
 

EX-10.22

EXHIBIT 10.22

SENIOR MANAGEMENT AGREEMENT

     THIS SENIOR MANAGEMENT AGREEMENT (this “Agreement”) is made as of November 7, 2005, by and among Capella Holdings, Inc., a Delaware corporation (the “Company”), Capella Healthcare, Inc., a Delaware corporation (“Employer”), and Howard T. Wall, III (“Executive”). This Agreement shall become effective as of the Employment Date (as defined below).

     The Company and Executive desire to enter into an agreement pursuant to which Executive will purchase from the Company, and the Company will sell to Executive, up to 473,930 shares of the Company’s Common Stock (the “Common Stock”). All Common Stock acquired by Executive are referred to herein as “Executive Securities.” Certain definitions are set forth in Section 9 of this Agreement.

     The Company, Employer and Executive mutually desire to enter into an agreement pursuant to which Employer will employ Executive.

     The execution and delivery of this Agreement by the Company and Executive is a condition to the consent of the Majority Holders (as defined in the Purchase Agreement) pursuant to Section 3C of the Purchase Agreement. For purposes of this Agreement, the “Purchase Agreement” shall mean that certain Stock Purchase Agreement, dated as of May 4, 2005, among the Company and the other parties set forth therein. For purposes of this Agreement, “GTCR II” shall mean GTCR Golder Rauner II, L.L.C. and the “Investors” shall mean GTCR II or any other investment fund managed by GTCR II or GTCR Golder Rauner, L.L.C. Certain provisions of this Agreement are intended for the benefit of, and will be enforceable by, the Investors.

     NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

PROVISIONS RELATING TO EXECUTIVE SECURITIES

     1. Purchase and Sale of Executive Securities.

          (a) At the Initial Closing (as defined in the Purchase Agreement), Executive will purchase, and the Company will sell, 473,930 shares of Common Stock at a price of $0.50 per share. The Company will deliver to Executive a copy of the certificate(s) representing such shares of Common Stock, and Executive will deliver to the Company as payment for such shares of Common Stock (X) a cashier’s or certified check or wire transfer of immediately available funds in an aggregate amount equal to $100,000, and (Y) a promissory note in the form of Exhibit A attached hereto (the “Executive Note”) in an aggregate principal amount equal to $136,965.00.

          (b) Within 30 days after the purchase of the Executive Securities hereunder (including, without limitation, upon the execution hereof), Executive will make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in the form of Exhibit B attached hereto.

          (c) Until released upon the occurrence of a Sale of the Company or a Public Offering as provided below, all stock certificates evidencing Executive Securities shall be held by the Company for the benefit of Executive and the other holder(s) of Executive Securities. Upon the occurrence of a Sale of the Company, the Company will return all stock certificates evidencing Executive Securities to the record holders thereof. Upon the consummation of a Public Offering, the Company will return to the record holders thereof stock certificates evidencing the Vested Common Stock (as defined in Section 2(d) below).

          (d) In connection with the purchase and sale of the Executive Securities, Executive represents and warrants to the Company that:

     (i) The Executive Securities to be acquired by Executive pursuant to this Agreement will be acquired for Executive’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Executive Securities will not be disposed of in contravention of the Securities Act or any applicable state securities laws.

     (ii) Executive is an executive officer of the Company and Employer, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive Securities.

     (iii) Executive is an “accredited investor” within the meaning of Securities and Exchange Commission Rule 501 of Regulation D.

     (iv) Executive is able to bear the economic risk of his investment in the Executive Securities for an indefinite period of time because the Executive Securities have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available.

     (v) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Executive Securities and has had full access to such other information concerning the Company as he has requested.

     (vi) This Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject.

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     (vii) Executive is neither party to, nor bound by, any other employment agreement, consulting agreement, noncompete agreement, non-solicitation agreement or confidentiality agreement, except for that certain Executive Severance Agreement between Executive and Province Healthcare Company, dated as of October 18, 1999 (the “Severance Agreement”). The Severance Agreement has not been amended. Without limiting the foregoing, Executive’s duties to the Company and its subsidiaries will not conflict with or breach the terms of the Severance Agreement.

     (viii) Executive is a resident of the State of Tennessee.

     (ix) This Agreement has been executed and delivered, and the Executive Securities have been granted hereunder, in connection with and as a part of the compensation and incentive arrangements between the Company and Executive and the issuance of the Executive Securities hereunder is intended to qualify for an exemption (the “Exemption”) from the registration requirements under the Act (as defined in Section 5(a) below), pursuant to Rule 701 thereof, and under applicable state securities laws. In the event that any provision of this Agreement would cause the Executive Securities hereunder to not qualify for the Exemption, Executive agrees that this Agreement shall be deemed automatically amended to the extent necessary to cause the Executive Securities to qualify for the Exemption.

          (e) As an inducement to the Company to issue the Executive Securities to Executive, and as a condition thereto, Executive acknowledges and agrees that neither the issuance of the Executive Securities to Executive nor any provision contained herein shall entitle Executive to remain in the employment of the Company, Employer or their respective Subsidiaries or affect the right of the Company, Employer or their respective Subsidiaries to terminate Executive’s employment at any time for any reason.

          (f) Concurrently with the execution of this Agreement, Executive shall execute in blank ten stock transfer powers in the form of Exhibit C attached hereto (the “Stock Powers”) with respect to the Executive Securities and shall deliver such Stock Powers to the Company. The Stock Powers shall authorize the Company to assign, transfer and deliver the Executive Securities to the appropriate acquiror thereof pursuant to Section 3 below or Section 4 of the Stockholders Agreement and under no other circumstances.

          (g) At the Closing, if Executive is lawfully married, Executive’s spouse shall execute the Consent in the form of Exhibit D attached hereto.

          (h) At the Closing, Executive shall become a party to the Stockholders Agreement and the Registration Agreement, in each case, in the capacity of an Executive.

     2. Vesting of Common Stock.

          (a) The Executive Securities shall be subject to vesting in the manner specified in this Section 2.

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          (b) Except as otherwise provided in this Section 2, the Executive Securities shall become vested in accordance with the following schedule, if as of each such date Executive is employed by the Company or any of its Subsidiaries:

	Cumulative Percentage
	of Common Stock Vested
First Anniversary of Initial Vesting Date		20	%
Second Anniversary of Initial Vesting Date		40	%
Third Anniversary of Initial Vesting Date		60	%
Fourth Anniversary of Initial Vesting Date		80	%
Fifth Anniversary of Initial Vesting Date		100	%

          (c) Upon the occurrence of a Sale of the Company, all Executive Securities which have not yet become vested shall become vested as of the date of consummation of the Sale of the Company, if, as of such date, Executive has been continuously employed by the Company, Employer or any of their respective Subsidiaries from the Initial Vesting Date and including such date.

          (d) Executive Securities that have become vested are referred to herein as “Vested Common Stock.” All Executive Securities that have not vested is referred to herein as “Unvested Common Stock.”

     3. Repurchase of Executive Securities.

          (a) In the event Executive ceases to be employed by the Company or any of its Subsidiaries for any reason (the “Separation”), the Executive Securities (whether held by Executive or one or more of Executive’s transferees, other than the Company and the Investors) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 (the “Repurchase Option”). The Company may assign its repurchase rights set forth in this Section 3 to any Person.

          (b) In the event of a Separation, (i) the purchase price for each share of Unvested Common Stock will be the lesser of (A) Executive’s Original Cost for such share, and (B) the Fair Market Value of such share as of the date of the Repurchase Notice (as defined in Section 3(c) below) delivered pursuant to this Section 3, and (ii) the purchase price for each share of Vested Common Stock will be the greater of (A) Executive’s Original Cost for such share and (B) the Fair Market Value of such share as of the date of the Repurchase Notice delivered pursuant to this Section 3; provided, however, that if Executive’s employment is terminated with Cause, the purchase price for each share of Vested Common Stock will be the lesser of (A) Executive’s Original Cost for such share and (B) the Fair Market Value of such share as of the date of the Repurchase Notice.

          (c) In the event of a Separation, the Company (with the approval of the Board) may elect to purchase all or any portion of the Unvested Common Stock and/or the Vested Common Stock by delivering written notice (the “Repurchase Notice”) to the holder or holders of such Executive Securities on or prior to the date which is twelve months and one day after the Separation; provided that the Company may not deliver the Repurchase Notice with

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respect to any shares of Vested Common Stock earlier than 181 days after the date such shares became Vested Common Stock. The Repurchase Notice will set forth the number of shares of Unvested Common Stock and Vested Common Stock to be acquired from each holder, the aggregate consideration to be paid for such shares in accordance with Section 3(b) above and the time and place for the closing of the transaction. The number of Executive Securities to be repurchased by the Company shall first be satisfied to the extent possible from the Executive Securities held by Executive at the time of delivery of the Repurchase Notice. If the number of Executive Securities then held by Executive is less than the total number of Executive Securities that the Company has elected to purchase, the Company shall purchase the remaining Executive Securities elected to be purchased from the other holder(s) of Executive Securities under this Agreement, pro rata according to the number of Executive Securities held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share).

          (d) If for any reason the Company issues a Repurchase Notice but does not elect to purchase all of the Executive Securities pursuant to the Repurchase Option, the Investors shall be entitled to exercise the Repurchase Option for all or any portion of the Executive Securities the Company has not elected to purchase (the “Available Securities”). As soon as practicable after the Company has determined that there will be Available Securities, but in any event within ten months after the Separation, the Company shall give written notice (the “Option Notice”) to the Investors setting forth the number of Available Securities and the purchase price for the Available Securities. The Investors may elect to purchase any or all of the Available Securities by giving written notice to the Company within one month after the Option Notice has been given by the Company. If the Investors elect to purchase an aggregate number greater than the number of Available Securities, the Available Securities shall be allocated among the Investors based upon the number of shares of Common stock owned by each Investor. As soon as practicable, and in any event within ten days after the expiration of the one month period set forth above, the Company shall notify each holder of Executive Securities as to the number of shares being purchased from such holder by the Investors (the “Supplemental Repurchase Notice”). At the time the Company delivers the Supplemental Repurchase Notice to the holder(s) of Executive Securities, the Company shall also deliver written notice to each Investor setting forth the number and type of shares such Investor is entitled to purchase, the aggregate purchase price in accordance with Section 3(b) above and the time and place of the closing of the transaction. The number of shares of Unvested Common Stock and Vested Common Stock to be repurchased hereunder shall be allocated among the Company and the Investors pro rata according to the number of Executive Securities to be purchased by each of them.

          (e) The closing of the purchase of the Executive Securities pursuant to the Repurchase Option shall take place on the date designated by the Company in the Repurchase Notice or Supplemental Repurchase Notice, which date shall not be more than one month nor less than 5 days after the delivery of the later of either such notice to be delivered. The Company will pay for the Executive Securities to be purchased by it pursuant to the Repurchase Option by first offsetting amounts outstanding under any bona fide debts owed by Executive to the Company, and will pay the remainder of the purchase price (if any) by, at its option, a check or wire transfer of funds. Each Investor will pay for the Executive Securities purchased by it by a check or wire transfer of funds (and with no other form of consideration). The Company and the

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Investors will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require that all sellers’ signatures be guaranteed.

          (f) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Executive Securities by the Company pursuant to the Repurchase Option shall be subject to applicable restrictions contained in the Delaware General Corporation Law or such other governing corporate law, and in the Company’s and its Subsidiaries’ debt and equity financing agreements. In furtherance of the foregoing, if any such restrictions prohibit (i) the repurchase of Executive Securities hereunder which the Company is otherwise entitled or required to make or (ii) dividends or other transfers of funds from one or more Subsidiaries to the Company to enable any such repurchases, then the Company may make such repurchases as soon as it is permitted to do so under such restrictions.

          (g) Notwithstanding anything to the contrary contained in this Agreement, if the Fair Market Value of Executive Securities is finally determined to be an amount at least 10% greater than the per share repurchase price for such share of Executive Securities in the Repurchase Notice or in the Supplemental Repurchase Notice, each of the Company and the Investors shall have the right to revoke its exercise of the Repurchase Option for all or any portion of the Executive Securities elected to be repurchased by it by delivering notice of such revocation in writing to the holders of Executive Securities during the thirty-day period beginning on the date that the Company and/or the investors are given written notice that the Fair Market Value of a share of Executive Securities was finally determined to be an amount at least 10% greater than the per share repurchase price for Executive Securities set forth in the Repurchase Notice or in the Supplemental Repurchase Notice.

          (h) The provisions of this Section 3 shall terminate with respect to Vested Common Stock upon the consummation of a Public Offering.

     4. Restrictions on Transfer of Executive Securities.

          (a) Transfer of Executive Securities. The holders of Executive Securities shall not Transfer any interest in any shares of Executive Securities, except pursuant to (i) the provisions of Section 3 hereof, (ii) the provisions of Section 3 of the Stockholders Agreement (Participation Rights) (a “Participating Sale”), (iii) an Approved Sale (as defined in Section 5 of the Stockholders Agreement (Sale of the Company)), or (iv) the provisions of Section 4(b) below.

          (b) Certain Permitted Transfers. The restrictions in this Section 4 will not apply with respect to any Transfer of Executive Securities made (1) pursuant to applicable laws of descent and distribution or to such Person’s legal guardian in the case of any mental incapacity or among such Person’s Family Group, or (ii) of shares of Common Stock at such time as the Investors sell Common Stock in a Public Sale, but in the case of this clause (ii) only an amount of shares (the “Transfer Amount”) equal to the lesser of (A) the sum of the number of shares of Vested Common Stock owned by Executive and (B) the result of the number of shares of Common Stock owned by Executive multiplied by a fraction (the “Transfer Fraction”), the numerator of which is the number of shares of Common Stock sold by the Investors in such Public Sale and the denominator of which is the total number of shares of Common Stock held

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by the Investors prior to the Public Sale; provided that, if at the time of a Public Sale of stock by the Investors, Executive chooses not to Transfer the Transfer Amount, Executive shall retain the right to Transfer an amount of Common Stock at a future date equal to the lesser of (x) the sum of the number of shares of Vested Common Stock owned by Executive at such future date and (y) the result of the number of the shares of Common Stock owned by Executive at such future date multiplied by the Transfer Fraction: provided further that the restrictions contained in this Section 4 will continue to be applicable to the Executive Securities after any Transfer of the type referred to in clause (i) above and the transferees of such Executive Securities must agree in writing to be bound by the provisions of this Agreement. Any transferee of Executive Securities pursuant to a Transfer in accordance with the provisions of clause (i) of this Section 4(b) is herein referred to as a “Permitted Transferee.” Upon the Transfer of Executive Securities pursuant to this Section 4(b), the transferring holder of Executive Securities will deliver a written notice (a “Transfer Notice”) to the Company. In the case of a Transfer pursuant to clause (i) hereof, the Transfer Notice will disclose in reasonable detail the identity of the Permitted Transferee(s).

          (c) Termination of Restrictions. The restrictions set forth in this Section 4 will continue with respect to each share of Executive Securities until the earlier of (i) the date on which such share of Executive Securities has been transferred in a Public Sale permitted by this Section 4, or (ii) the consummation of a Sale of the Company.

     5. Additional Restrictions on Transfer of Executive Securities.

          (a) Legend. The certificates representing the Executive Securities will bear a legend in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED AS OF NOVEMBER 7, 2005, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN A SENIOR MANAGEMENT AGREEMENT BETWEEN THE COMPANY AND AN EXECUTIVE OF THE COMPANY AND OTHER PARTIES, DATED AS OF NOVEMBER 7, 2005. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.

THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS, A FULL STATEMENT OF ALL OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREON AUTHORIZED TO BE ISSUED

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BY THE COMPANY AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS.”

          (b) Opinion of Counsel. No holder of Executive Securities may Transfer any Executive Securities (except pursuant to Section 3 or 4(b) of this Agreement, Section 5 of the Stockholders Agreement (Sale of the Company) or an effective registration statement under the Securities Act) without first delivering to the Company a written notice describing in reasonable detail the proposed Transfer, together with an opinion of counsel (reasonably acceptable in form and substance to the Company) that neither registration nor qualification under the Securities Act and applicable state securities laws is required in connection with such transfer. In addition, if the holder of the Executive Securities delivers to the Company an opinion of counsel that no subsequent Transfer of such Executive Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated Transfer deliver new certificates for such Executive Securities that do not bear the Securities Act portion of the legend set forth in Section 5(a). If the Company is not required to deliver new certificates for such Executive Securities not bearing such legend, the holder thereof shall not Transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 5.

PROVISIONS RELATING TO EMPLOYMENT

     6. Employment. Employer agrees to employ Executive and Executive accepts such employment for the period beginning as of the Employment Date and ending upon his Separation (the “Employment Period”). Notwithstanding anything in this Agreement to the contrary, express or implied, (i) the Employment Period shall terminate immediately upon Executive’s resignation (for Good Reason or without Good Reason), death or Disability and (ii) the Employment Period may be terminated by Employer at any time for Cause or without Cause. Except as otherwise provided herein, any termination of the Employment Period by Employer shall be effective as of the date specified in a written notice from Employer to Executive.

          (a) Position and Duties.

     (i) During the Employment Period, Executive shall serve as Senior Vice President and Chief Financial Officer of the Company and shall have the normal duties, responsibilities and authority implied by such position, including, without limitation, the responsibilities associated with all aspects of the daily operations of Employer and the identification, negotiation, completion and integration of any acquisitions made by the Company, Employer or their Subsidiaries, subject to the power of the Board or the Chief Executive Officer to expand or limit such duties, responsibilities and authority and to override actions of the Senior Vice President and Chief Financial Officer of the Company.

     (ii) Executive shall report to the Chief Executive Officer, and Executive shall devote his best efforts and his full business time and attention to the business and affairs of the Company, Employer and their Subsidiaries.

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          (b) Salary, Bonus and Benefits. During the Employment Period, Employer will pay Executive a base salary of $275,000 per annum or such other higher rate as the Board may determine from time to time (the “Annual Base Salary”), which salary shall be payable by Employer in regular installments in accordance with Employer’s general payroll practices (in effect from time to time). In addition to the Annual Base Salary, Executive shall be eligible for an annual base bonus (the “Annual Bonus”) following the end of each fiscal year of the Company during the Employment Period commencing on the first fiscal year of the Company after the Initial EBITDA Condition Date (as hereinafter defined) of up to 75% of the Annual Base Salary, as determined by the Board in its sole discretion based upon achievement by Executive and achievement by the Company, Employer and their Subsidiaries of performance criteria and other goals established by the Board (or the Compensation Committee established by the Board). Any bonus with respect to any fiscal year shall be payable on or prior to March 15 of the following fiscal year. In addition, during the Employment Period, Executive will be entitled to such other benefits approved by the Board and made available to the senior management of the Company, Employer and their Subsidiaries. For purposes of this Agreement, the “Initial EBITDA Target” shall mean first fiscal year ending on or after the fiscal year ending December 31, 2006, in which the Company has achieved consolidated EBITDA in an amount to be determined by the by Board (after giving effect to any acquisitions or dispositions by the Company or any of its subsidiaries that have been consummated).

          (c) During the Employment Period, Employer shall reimburse Executive for all reasonable business expenses incurred by him in the course of performing his duties and responsibilities under this Agreement which are consistent with Employer’s policies in effect from time to time with respect to travel, entertainment and other business expenses, subject to Employer’s requirements with respect to reporting and documentation of such expenses.

          (d) All amounts payable to Executive as compensation hereunder shall be subject to all required and customary withholding by Employer.

          (e) Separation. The Employment Period will continue until (i) Executive’s Disability or death, (ii) Executive’s termination of the Employment Period for any reason or (iii) the Board’s or Employer’s termination of the Employment Period with or without Cause. If Executive’s employment is terminated by Employer without Cause or as a result of Disability or death, then during the one-year period commencing on the date of termination (the “Severance Period”), Executive shall be entitled to receive his Annual Base Salary, in each case payable by Employer in regular installments in accordance with Employer’s general payroll practices (in effect from time to time). Notwithstanding the foregoing, (A) Executive shall not be entitled to receive any severance payments pursuant to this Section 6(e) unless Executive has executed and delivered to Employer a general release in form and substance satisfactory to Employer and (B) Executive shall be entitled to receive such severance payments only so long as Executive has not breached the provisions of Sections 7 or 8 hereof. Except as otherwise expressly provided in this Section 6(e), Executive shall not be entitled to receive any severance payments from and after the date of termination.

     7. Confidential Information.

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          (a) Obligation to Maintain Confidentiality. Executive acknowledges that any trade secrets or other information, observations and data obtained by him during the course of his performance under this Agreement (or during any pre-employment discussions or negotiations) concerning the business or affairs of the Company, Employer or their respective Subsidiaries or Affiliates, other than information already known by Executive prior to his employment with Employer (other than any pre-employment discussions or negotiations) (“Confidential Information”) are the property of the Company, Employer or such Subsidiaries or Affiliates, including information concerning Work Product (as defined below) and acquisition opportunities in or reasonably related to the Company’s and Employer’s business or industry of which Executive becomes aware during the Employment Period. Therefore, Executive agrees that he will not, during the Employment Period and thereafter, disclose to any unauthorized Person or use for his own account, or the account of any unauthorized Person, any Confidential Information without the Board’s written consent, unless and to the extent that the Confidential Information, (i) becomes generally known to and available for use by the public other than as a result of Executive’s acts or omissions to act or (ii) is required to be disclosed pursuant to any applicable law or court order, provided that Executive uses all reasonable efforts to obtain confidential treatment of such information. Executive shall deliver to the Company at a Separation, or at any other time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or the business of the Company, Employer and their respective Subsidiaries and Affiliates (including, without limitation, all acquisition prospects, lists and contact information) which he may then possess or have under his control.

          (b) Ownership of Property. Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, invention disclosures, patent applications, copyrightable works (including mask works), trademarks, trade names and other source identifiers, and all registrations or applications related to the foregoing and all other proprietary information and all similar or related information (whether or not patentable and whether or not including trade secrets or other confidential information) that relate to the Company’s, Employer’s or any of their respective Subsidiaries’ or Affiliates’ actual or anticipated business, research and development, or existing or planned future products or services and that are conceived, developed, designed, made authored, contributed to, or reduced to practice by Executive (either solely or jointly with others) while employed by the Company, Employer or any of their respective Subsidiaries or Affiliates (“Work Product”) belong to the Company; Employer or such Subsidiary or Affiliate, and Executive hereby assigns, and agrees to assign, all Work Product, and all intellectual property embodied therein, to the Company, Employer or to such Subsidiary or Affiliate. Notwithstanding the foregoing, any copyrightable work authored or prepared in whole or in part by Executive in the course of his work for any of the foregoing entities shall be deemed a “work made for hire” under the copyright laws of the United States, and the Company, Employer or such Subsidiary or Affiliate shall own all rights therein. To the extent that any such copyrightable work is deemed not to be a “work made for hire,” Executive hereby assigns and agrees to assign to the Company, Employer or such Subsidiary or Affiliate all right, title, and interest in and to such copyrightable work and all intellectual property embodied therein. Executive shall promptly disclose all Work Product to the Board. Executive represents and warrants to the Company and Employer that he does not now nor has he ever owned, nor has

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he ever made, any materials prior to the Employment Period that relate to the Company’s, Employer’s or their respective Subsidiaries’ or Affiliates’ actual or anticipated business, research and development or existing or planned future products or services. Executive hereby agrees to perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm the Company’s, Employer’s or such Subsidiary’s or Affiliate’s ownership of any Work Product (including, without limitation, by executing assignments, consents, powers of attorney, and other instruments). Should the Company, Employer or such Subsidiary or Affiliate be unable to secure Executive’s signature on any document necessary to apply for, prosecute, obtain, or enforce any patent, copyright, or other right or protection relating to any Work Product, whether due to Executive’s mental or physical incapacity or any other cause, Executive hereby irrevocably designates and appoints the Company, Employer or such Subsidiary or Affiliate and each of its duly authorized officers and agents as his agent and attorney-in-fact, to act for an in Executive’s behalf and stead, to execute and file any such document, and to do all other lawfully permitted acts to further the prosecution, issuance, and enforcement of patents, copyrights, trademarks or other rights or protections with the same force and effect as if executed and delivered by Executive.

          (c) Notice of Statutory Exception. In accordance with certain state laws, Executive is hereby advised that the foregoing Section 7(b) regarding ownership of Work Product does not apply to any invention for which no equipment, supplies, facilities or trade secret information of Company or its Subsidiaries or Affiliates was used and that was developed entirely on Executive’s own time, unless (a) the invention relates to the business or actual or demonstrably anticipated research or development of the Company or any Subsidiary or Affiliate, or (b) the invention results from any work performed by Executive for the Company or any Subsidiary or Affiliate.

          (d) Third Party Information. Executive understands that the Company, Employer and their respective Subsidiaries and Affiliates will receive from third parties confidential or proprietary information (“Third Party Information”) subject to a duty on the Company’s, Employer’s and/or their respective Subsidiaries’ and/or Affiliates’ part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the Employment Period and thereafter, and without in any way limiting the provisions of Section 7(a) above, Executive will hold Third Party Information in the strictest confidence and will not disclose to anyone (other than personnel and consultants of the Company, Employer or their respective Subsidiaries or Affiliates who need to know such information in connection with their work for the Company, Employer or their respective Subsidiaries and Affiliates) or use, except in connection with his work for the Company, Employer or their respective Subsidiaries or Affiliates, Third Party Information unless expressly authorized by a member of the Board in writing.

          (e) Use of Information of Prior Employers. During the Employment Period, Executive will not improperly use or disclose any trade secrets or other confidential information, if any, of any former employers or any other Person to whom Executive has an obligation of confidentiality, and will not bring onto the premises of the Company, Employer or any of their respective Subsidiaries or Affiliates any unpublished documents or any property belonging to any former employer or any other Person to whom Executive has an obligation of confidentiality unless consented to in writing by the former employer or Person. Executive will use in the

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performance of his duties only information which is (i) generally known and used by persons with training and experience comparable to Executive’s and which is (x) common knowledge in the industry or (y) is otherwise legally in the public domain, (ii) is otherwise provided or developed by the Company, Employer or any of their respective Subsidiaries or Affiliates or (iii) in the case of materials, property or information belonging to any former employer or other Person to whom Executive has an obligation of confidentiality, approved for such use in writing by such former employer or Person.

     8. Noncompetition and Nonsolicitation . Executive acknowledges that in the course of his employment with Employer he will become familiar with Confidential Information concerning the Company, Employer and such Subsidiaries and that his services will be of special, unique and extraordinary value to the Company, Employer and such Subsidiaries. Therefore, Executive agrees that:

          (a) Noncompetition. During the Employment Period and for a period of one year thereafter, Executive shall not directly or indirectly, anywhere in the United States, directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with the businesses of the Company, Employer or any of their respective Subsidiaries in the acute care hospital industry. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation that is publicly traded, so long as Executive has no active participation in the business of such corporation.

          (b) Nonsolicitation. During the Employment Period and for a period of one year thereafter, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee or consultant of the Company, Employer or their respective Subsidiaries to leave the employ of the Company, Employer or such Subsidiary, or in any way interfere with the relationship between the Company, Employer and any of their respective Subsidiaries and any employee or consultant thereof, (ii) hire any person who was an employee or consultant of the Company, Employer or any of their respective Subsidiaries within 180 days after such person ceased to be an employee or consultant of the Company, Employer or any of their respective Subsidiaries, (iii) induce or attempt to induce any customer, supplier, licensor, licensee or other business relation of the Company, Employer or any of their respective Subsidiaries to cease doing business with the Company, Employer or such Subsidiary or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company, Employer and any Subsidiary or (iv) directly or indirectly acquire or attempt to acquire an interest in any business relating to the business of the Company, Employer or any of their respective Subsidiaries and with which the Company, Employer and any of their respective Subsidiaries has entertained discussions or has requested and received information relating to the acquisition of such business by the Company, Employer or any of their respective Subsidiaries in the two year period immediately preceding a Separation.

          (c) Enforcement. If, at the time of enforcement of Section 7 or this Section 8, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum

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duration, scope and area permitted by law. Because Executive’s services are unique and because Executive has access to Confidential Information, the parties hereto agree that money damages would be an inadequate remedy for any breach of this Agreement. Therefore, in the event a breach or threatened breach of this Agreement, the Company, Employer, their respective Subsidiaries or their successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security).

          (d) Additional Acknowledgments. Executive acknowledges that the provisions of this Section 8 are in consideration of: (i) employment with Employer, (ii) the issuance of the Executive Securities by the Company and (iii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 7 and this Section 8 (x) are necessary to protect the Company’s and Employer’s interest in their Confidential Information and other intellectual property, and (y) do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s ability to earn a living. In addition, Executive acknowledges (i) that the business of the Company, Employer and their respective Subsidiaries will be conducted throughout the United States, (ii) notwithstanding the state of incorporation or principal office of the Company, Employer or any of their respective Subsidiaries, or any of their respective executives, consultants or employees (including the Executive), it is expected that the Company and Employer will have business activities and have valuable business relationships within its industry throughout the United States, and (iii) as part of his responsibilities, Executive will be traveling throughout the United States in furtherance of Employer’s business and its relationships. Executive agrees and acknowledges that the potential harm to the Company and Employer of the non-enforcement of Section 7 and this Section 8 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and Employer now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.

GENERAL PROVISIONS

     9. Definitions.

          “Affiliate” means, (i) with respect to any Person, any Person that controls, is controlled by or is under common control with such Person or an Affiliate of such Person, and (ii) with respect to any Investor, any general or limited partner of such Investor, any employee or owner of any such partner, or any other Person controlling, controlled by or under common control with such Investor; it being understood and agreed that GTCR Golder Rauner, L.L.C. and its Affiliates shall for all purposes hereunder shall be Affiliates of GTCR II and its Affiliates.

          “Base Acquisition” means the first acquisition by the Company or any of its Subsidiaries of one or more hospitals.

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          “Board” means the Company’s board of directors.

          “Cause” means (i) the commission of, or entry of a plea of guilty or nolo contendere, to a felony or a crime involving moral turpitude or any act or any other act or omission involving dishonesty or fraud with respect to the Company, Employer or any of their respective Subsidiaries or any of their customers or suppliers or stockholders, (ii) reporting to work repeatedly under the influence of alcohol or reporting to work under the influence of illegal drugs, the use of illegal drugs (whether or not at the workplace) or other repeated conduct causing the Company, Employer or any of their respective Subsidiaries substantial public disgrace or disrepute or substantial economic harm which, if curable, is not cured within 15 days following written notice thereof to the Executive, (iii) substantial and repeated failure to perform duties of the office held by the Executive as reasonably directed by the Board or the Chief Executive Officer which is not cured within 15 days following written notice thereof to the Executive, (iv) a breach of Executive’s duty of loyalty to the Company, Employer or any of their respective Subsidiaries or Affiliates or any act of fraud or material dishonesty with respect to the Company, Employer or any of their respective Subsidiaries or (v) any material breach of this Agreement or any other agreement between Executive and the Company, Employer or any of their respective Affiliates which is not cured within 15 days after written notice thereof to Executive.

          “Disability” means the disability of Executive caused by any physical or mental injury, illness or incapacity as a result of which Executive is unable to effectively perform the essential functions of Executive’s duties as determined by the Board in good faith.

          “EBITDA” means, with respect to any Person(s) for any period, the consolidated earnings of such Person(s) for such period before interest, taxes, depreciation and amortization for such period, determined on a consolidated basis in accordance with United States generally accepted accounting principles as in effect from time to time.

          “Employment Date” means November 7, 2005.

          “Executive Securities” will continue to be Executive Securities in the hands of any holder other than Executive (except for the Company and the Investors and except for transferees in a Public Sale), and except as otherwise provided herein, each such other holder of Executive Securities will succeed to all rights and obligations attributable to Executive as a holder of Executive Securities hereunder. Executive Securities will also include equity of the Company (or a corporate successor to the Company or a Subsidiary of the Company) issued with respect to Executive Securities (i) by way of a stock split, stock dividend, conversion, or other recapitalization, (ii) by way of reorganization or recapitalization of the Company in connection with the incorporation of a corporate successor prior to a Public Offering or (iii) by way of a distribution of securities of a Subsidiary of the Company to the members of the Company following or with respect to a Subsidiary Public Offering. Notwithstanding the foregoing, all shares of Unvested Common Stock shall remain Unvested Common Stock after any Transfer thereof.

          “Fair Market Value” of each share of Executive Securities means the fair market value of such Executive Securities as determined in good faith by the Board; provided that the

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fair market value of the Executive Securities shall not be discounted based on the minority ownership of the Executive.

          “Family Group” means a Person’s spouse and descendants (whether natural or adopted), and any trust, family limited partnership, limited liability company or other entity wholly owned, directly or indirectly, by such Person or such Person’s spouse and/or descendants that is and remains solely for the benefit of such Person and/or such Person’s spouse and/or descendants and any retirement plan for such Person.

          “Good Reason” shall mean (a) any decision by the Board which results in the primary business of the Company being a business other than acquiring or operating acute-care hospitals, (b) substantial detrimental change in the positions or responsibilities of the Executive without the consent of Executive, (c) where the Executive’s benefits under the employee benefit or health or welfare plans or programs of the Company are in the aggregate materially decreased (excluding reductions due to general benefit plan changes applicable to Company employees generally), (d) the failure by the Company to pay the Executive’s Base Salary or to provide for the Executive’s Annual Bonus if and when due, (e) the relocation of Executive’s primary place of employment to a location which is more than one hundred (100) miles from the city limits of Nashville, Tennessee, if any of the foregoing (a) through (e) are not cured or remedied by Company (if capable of cure or remedy) within 30 days after receiving notice thereof from the Executive.

          “Initial Vesting Date” means the date of the consummation of a Base Acquisition.

          “Original Cost” means, with respect to each share of Common Stock purchased hereunder, $0.50 per share (as proportionately adjusted for all subsequent stock splits, stock dividends and other recapitalizations).

          “Person” means an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, investment fund, any other business entity and a governmental entity or any department, agency or political subdivision thereof.

          “Public Offering” means the sale in an underwritten public offering registered under the Securities Act of equity securities of the Company or a corporate successor to the Company.

          “Public Sale” means (i) any sale pursuant to a registered public offering under the Securities Act or (ii) any sale to the public pursuant to Rule 144 promulgated under the Securities Act effected through a broker, dealer or market maker (other than pursuant to Rule 144(k) prior to a Public Offering).

          “Registration Agreement” means the Registration Agreement dated as of May 4, 2005 among the Company and certain of its stockholders, as amended from time to time in accordance with its terms.

          “Sale of the Company” means any transaction or series of transactions pursuant to which any Person or group of related Persons other than the Investors or their Affiliates in the

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aggregate acquire(s) (i) equity securities of the Company possessing the voting power (other than voting rights accruing only in the event of a default, breach or event of noncompliance) to elect a majority of the Board (whether by merger, consolidation, reorganization, combination, sale or transfer of the Company’s equity, stockholder or voting agreement, proxy, power of attorney or otherwise) or (ii) all or substantially all of the Company’s assets determined on a consolidated basis; provided that a Public Offering shall not constitute a Sale of the Company.

          “Securities Act” means the Securities Act of 1933, as amended from time to time.

          “Stockholders Agreement” means the Stockholders Agreement dated as of May 4, 2005 among the Company and certain of its stockholders, as amended from time to time pursuant to its terms.

          “Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association, or business entity of which (i) if a corporation, a majority of the total voting power of shares of 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 owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association, or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association, or other business entity gains or losses or shall be or control any managing director or general partner of such limited liability company, partnership, association, or other business entity. For purposes hereof, references to a “Subsidiary” of any Person shall be given effect only at such times that such Person has one or more Subsidiaries, and, unless otherwise indicated, the term “Subsidiary” refers to a Subsidiary of the Company.

          “Subsidiary Public Offering” means the sale in an underwritten public offering registered under the Securities Act of equity securities of Employer or another Subsidiary of the Company.

          “Transfer” means to sell, transfer, assign, pledge or otherwise dispose of (whether with or without consideration and whether voluntarily or involuntarily or by operation of law).

     10. Notices. Any notice provided for in this Agreement must be in writing and must be either personally delivered, mailed by first class mail (postage prepaid and return receipt requested) or sent by reputable overnight courier service (charges prepaid) to the recipient at the address below indicated:

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          If to the Company:

Capella Holdings, Inc.
Two Corporate Centre
501 Corporate Centre Drive, Suite 200
Franklin, TN 37067
Attention:	Chief Executive Officer
Facsimile:	(615) 764-3030

          with copies to:

GTCR Golder Rauner, L.L.C.
6100 Sears Tower
Chicago, Illinois 60606-6402
Attention:	Joseph P. Nolan
	Peter M. Stavros
Facsimile:	(312) 382-2201
Kirkland & Ellis LLP
200 East Randolph Drive
Chicago, Illinois 60601
Attention:	Kevin R. Evanich, P.C.
	Jeffrey A. Fine, Esq.
Facsimile:	(312) 861-2200

          If to Employer:

Capella Healthcare, Inc.
Two Corporate Centre
501 Corporate Centre Drive, Suite 200
Franklin, TN 37067
Attention:	Chief Executive Officer
Facsimile:	(615) 764-3030

          with copies to:

GTCR Golder Rauner, L.L.C.
6100 Sears Tower
Chicago, Illinois 60606-6402
Attention:	Joseph P. Nolan
	Peter M. Stavros
Facsimile:	(312) 382-2201

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Kirkland & Ellis LLP
200 East Randolph Drive
Chicago, Illinois 60601
Attention:	Kevin R. Evanich, P.C.
	Jeffrey A. Fine, Esq.
Facsimile:	(312) 861-2200

          If to Executive:

Howard T. Wall, III

1760 Old Hillsboro Road

Franklin, Tennessee 37069

          If to the Investors:

GTCR Golder Rauner, L.L.C.
6100 Sears Tower
Chicago, Illinois 60606-6402
Attention:	Joseph P. Nolan
	Peter M. Stavros
Facsimile:	(312) 382-2201
Kirkland & Ellis LLP
200 East Randolph Drive
Chicago, Illinois 60601
Attention:	Kevin R. Evanich, P.C.
	Jeffrey A. Fine, Esq.
Facsimile:	(312) 861-2200

or such other address or to the attention of such other Person as the recipient party shall have specified by prior written notice to the sending party. Any notice under this Agreement will be deemed to have been given when so delivered or sent or, if mailed, 5 days after deposit in the U.S. mail.

     11. General Provisions.

          (a) Transfers in Violation of Agreement. Any Transfer or attempted Transfer of any Executive Securities in violation of any provision of this Agreement shall be void, and the Company shall not record such Transfer on its books or treat any purported transferee of such Executive Securities as the owner of such equity for any purpose.

          (b) Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed,

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construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

          (c) Complete Agreement. This Agreement, those documents expressly referred to herein and other documents of even date herewith embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

          (d) No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.

          (e) Counterparts. This Agreement may be executed in separate counterparts (including by means of facsimile), each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

          (f) Successors and Assigns. Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable by Executive, the Company, Employer, the Investors and their respective successors and assigns (including subsequent holders of Executive Securities); provided that the rights and obligations of Executive under this Agreement shall not be assignable except in connection with a permitted transfer of Executive Securities hereunder.

          (g) Choice of Law. The law of the State of Delaware will govern all questions concerning the relative rights of the Company, Employer and its stockholders. All other questions concerning the construction, validity and interpretation of this Agreement and the exhibits hereto will be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

          (h) MUTUAL WAIVER OF JURY TRIAL. BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES HERETO, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY AND/OR THE RELATIONSHIP ESTABLISHED AMONG THE PARTIES HEREUNDER.

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          (i) Executive’s Cooperation. During the Employment Period and thereafter, Executive shall cooperate with the Company, Employer and their respective Subsidiaries and Affiliates in any disputes with third parties, internal investigation or administrative, regulatory or judicial proceeding as reasonably requested by the Company (including, without limitation, Executive being available to the Company upon reasonable notice for interviews and factual investigations, appearing at the Company’s request to give testimony without requiring service of a subpoena or other legal process, volunteering to the Company all pertinent information and turning over to the Company all relevant documents which are or may come into Executive’s possession, all at times and on schedules that are reasonably consistent with Executive’s other permitted activities and commitments). In the event the Company requires Executive’s cooperation in accordance with this paragraph after the Employment Period, the Company shall reimburse Executive solely for reasonable travel expenses (including lodging and meals, upon submission of receipts).

          (j) Remedies. Each of the parties to this Agreement (and the Investors as third-party beneficiaries) will be entitled to enforce its rights under this Agreement specifically, to recover damages and costs (including attorney’s fees) caused by any breach of any provision of this Agreement and to exercise all other rights existing in its favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or deposit) for specific performance and/or other injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement.

          (k) Amendment and Waiver. The provisions of this Agreement may be amended and waived only with the prior written consent of the Company, Employer, Executive and the Majority Holders (as defined in the Purchase Agreement),

          (l) Insurance. The Company, at its discretion, may apply for and procure in its own name and for its own benefit life and/or disability insurance on Executive in any amount or amounts considered available. Executive agrees to cooperate in any medical or other examination, supply any information, and to execute and deliver any applications or other instruments in writing as may be reasonably necessary to obtain and constitute such insurance. Executive hereby represents that he has no reason to believe that his life is not insurable at rates now prevailing for healthy men of his age.

          (m) Business Days. If any time period for giving notice or taking action hereunder expires on a day which is a Saturday, Sunday or holiday in the state in which the Company’s chief executive office is located, the time period shall be automatically extended to the business day immediately following such Saturday, Sunday or holiday.

          (n) Indemnification and Reimbursement of Payments on Behalf of Executive. The Company and its Subsidiaries shall be entitled to deduct or withhold from any amounts owing from the Company or any of its Subsidiaries to Executive any federal, state, local or foreign withholding taxes, excise taxes, or employment taxes (“Taxes”) imposed with respect to Executive’s compensation or other payments from the Company or any of its Subsidiaries or Executive’s ownership interest in the Company, including, without limitation, wages, bonuses,

20

dividends, the receipt or exercise of equity options and/or the receipt or vesting of restricted equity. In the event the Company or its Subsidiaries does not make such deductions or withholdings, Executive shall indemnify the Company and its Subsidiaries for any amounts paid with respect to any such Taxes, together with any interest, penalties and related expenses thereto.

          (o) Reasonable Expenses. The Company agrees to pay the reasonable fees and expenses of Executive’s counsel arising in connection with the negotiation and execution of this Agreement and the consummation of the transactions contemplated by this Agreement.

          (p) Termination. This Agreement (except for the provisions of Sections 6(a) and (b)) shall survive a Separation and shall remain in full force and effect after such Separation.

          (q) Adjustments of Numbers. All numbers set forth herein that refer to share prices or amounts will be appropriately adjusted to reflect stock splits, stock dividends, combinations of stock and other recapitalizations affecting the subject class of equity.

          (r) Deemed Transfer of Executive Securities. If the Company (and/or the Investors and/or any other Person acquiring securities) shall make available, at the time and place and in the amount and form provided in this Agreement, the consideration for the Executive Securities to be repurchased in accordance with the provisions of this Agreement, then from and after such time, the Person from whom such shares are to be repurchased shall no longer have any rights as a holder of such shares (other than the right to receive payment of such consideration in accordance with this Agreement), and such shares shall be deemed purchased in accordance with the applicable provisions hereof and the Company (and/or the Investors and/or any other Person acquiring securities) shall be deemed the owner and holder of such shares, whether or not the certificates therefor have been delivered as required by this Agreement.

          (s) No Pledge or Security Interest. The purpose of the Company’s retention of Executive’s stock certificates and executed stock powers is solely to facilitate the provisions set forth in Section 3 herein and Sections 4 and 5 of the Stockholders Agreement and does not constitute a pledge by Executive of, or the granting of a security interest in, the underlying equity.

          (t) Rights Granted to GTCR and its Affiliates. Any rights granted to GTCR and its Affiliates hereunder may also be exercised (in whole or in part) by their designees.

          (u) No Third-Party Beneficiaries. Except as specifically provided in this Agreement, nothing herein expressed or implied is intended or shall be construed to confer upon or give to any Person other than the parties hereto and their respective permitted successors and assigns, any rights or remedies under or by reason of this Agreement, such third parties specifically including employees, consultants and creditors of the Company, Employer and their respective Subsidiaries.

          (v) Delivery by Facsimile. This Agreement, the agreements referred to herein, and each other agreement or instrument entered into in connection herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile machine, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as

21

if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall reexecute original forms thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine as a defense to the formation or enforceability of a contract and each such party forever waives any such defense.

* * * * *

22

     IN WITNESS WHEREOF, the parties hereto have executed this Senior Management Agreement on the date first written above.

CAPELLA HOLDINGS, INC.
By:	/s/ Daniel S. Slipkovich
Name:	Daniel S. Slipkovich
Its:	Chief Executive Officer
CAPELLA HEALTHCARE, INC.
By:	/s/ Daniel S. Slipkovich
Name:	Daniel S. Slipkovich
Its:	Chief Executive Officer
/s/ Howard T. Wall, III
Howard T. Wall, III

23

EX-10.23

EXHIBIT 10.23

AMENDMENT NO. 1 TO
SENIOR MANAGEMENT AGREEMENT

     THIS AMENDMENT NO. 1 TO SENIOR MANAGEMENT AGREEMENT (this “Amendment”), dated as of May 12, 2006, is made by and among Capella Holdings, Inc., a Delaware corporation (the “Company”), Capella Healthcare, Inc., a Delaware corporation (“Employer”), and Howard T. Wall, III (“Executive”), and GTCR Fund VIII, L.P., a Delaware limited partnership (the “Majority Holder”).

RECITALS

     WHEREAS, the Company, Employer and Executive entered into a Senior Management Agreement, dated as of November 7, 2005 (the “Senior Management Agreement”);

     WHEREAS, the Company desires to sell to Executive and Executive desires to purchase from the Company, 157,950 additional shares of Common Stock; and

     WHEREAS, the Company, Employer, Executive and the Majority Holder desire to amend the Senior Management Agreement as set forth herein pursuant to Section 11(k) of the Senior Management Agreement;

     NOW, THEREFORE, in consideration of the foregoing recitals, which shall constitute a part of this Amendment, and the mutual promises contained in this Amendment, and intending to be legally bound thereby, the parties agree as follows:

     1. On the date hereof, Executive will purchase, and the Company will sell, 157,950 shares of Common Stock (the “Additional Shares”) at a price of $0.50 per share. The Company will deliver to Executive a copy of the certificate(s) representing the Additional Shares, and Executive will deliver to the Company as payment for the Additional Shares a promissory note in the form of Exhibit A attached hereto (the “Additional Shares Executive Note”) in an aggregate principal amount equal to $78,975.00. For purposes of clarification, the Additional Shares shall be deemed Executive Securities.

     2. Within 30 days after the purchase of the Additional Shares hereunder, Executive will make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in the form of Exhibit B attached hereto.

     3. In connection with the purchase and sale of the Additional Shares, Executive represents and warrants to the Company that:

          (a) The Additional Shares to be acquired by Executive pursuant to this Amendment will be acquired for Executive’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and

the Additional Shares will not be disposed of in contravention of the Securities Act or any applicable state securities laws.

          (b) Executive is an executive officer of the Company and Employer, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Additional Shares.

          (c) Executive is an “accredited investor” within the meaning of Securities and Exchange Commission Rule 501 of Regulation D.

          (d) Executive is able to bear the economic risk of her investment in the Additional Shares for an indefinite period of time because the Additional Shares have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available.

          (e) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Additional Shares and has had full access to such other information concerning the Company as she has requested.

          (f) This Amendment constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Amendment by Executive does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject.

          (g) Executive is neither party to, nor bound by, any other employment agreement, consulting agreement, noncompete agreement, non-solicitation agreement or confidentiality agreement, except for the Senior Management Agreement and that certain Executive Severance Agreement between Executive and Province Healthcare Company, dated as of October 18, 1999 (the “Severance Agreement”). The Severance Agreement has not been amended. Without limiting the foregoing, Executive’s duties to the Company and its Subsidiaries will not conflict with or breach the terms of the Severance Agreement.

          (h) Executive is a resident of the State of Tennessee.

     4. The Additional Shares have been granted hereunder in connection with and as a part of the compensation and incentive arrangements between the Company and Executive and the issuance of the Additional Shares hereunder is intended to qualify for an Exemption. In the event that any provision of this Agreement would cause the Additional Shares hereunder to not qualify for the Exemption, Executive agrees that the Agreement shall be deemed automatically amended to the extent necessary to cause the Additional Shares to qualify for the Exemption.

     5. Concurrently with the execution of this Amendment, Executive shall execute in blank ten stock transfer powers in the form of Exhibit C attached hereto (the “Additional Shares Stock Powers”) with respect to the Additional Shares and shall deliver such Additional Shares Stock Powers to the Company. The Additional Shares Stock Powers shall authorize the Company to assign, transfer and deliver the Additional Shares to the appropriate acquiror thereof

2

pursuant to Section 3 of the Senior Management Agreement or Section 4 of the Stockholders Agreement and under no other circumstances.

     6. Amendment to Section 3(b). Section 3(b) of the Senior Management Agreement is hereby deleted in its entirety and replaced with the following provision:

“In the event of a Separation, (i) the purchase price for each share of Unvested Common Stock will be the lesser of (A) Executive’s Original Cost for such share, and (B) the Fair Market Value of such share as of the date of the Repurchase Notice (as defined in
Section 3(c) below) delivered pursuant to this Section 3, and (ii) the purchase price for each share of Vested Stock will be the Fair Market Value of such share as of the date of the Repurchase Notice delivered pursuant to this Section 3; provided, however, that if Executive’s employment is terminated with Cause, the purchase price for each share of Vested Common Stock will be the lesser of (A) Executive’s Original Cost for such share and (B) the Fair Market Value of such share as of the date of the Repurchase Notice.”

     7. Amendment to Section 3(c). The first sentence of Section 3(c) of the Senior Management Agreement is hereby deleted in its entirety and replaced with the following sentence:

“In the event of a Separation, the Company (with the approval of the Board) may elect to purchase all or any portion of the Unvested Common Stock and/or the Vested Common Stock by delivering written notice (the “Repurchase Notice”) to the holder or holders of such Executive Securities on or prior to the date which is twelve months and one day after the Separation; provided that the Company may not deliver the Repurchase Notice with respect to any shares of Vested Common Stock earlier than six months and one day after the date such shares became Vested Common Stock.”

     8. Notwithstanding the provisions of Section 5(a) of the Senior Management Agreement, the certificates representing the Additional Shares will bear a legend in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED AS OF MAY 12, 2006, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN A SENIOR MANAGEMENT

3

AGREEMENT BETWEEN THE COMPANY AND AN EXECUTIVE OF THE COMPANY AND OTHER PARTIES, DATED AS OF NOVEMBER 7, 2005, AS AMENDED. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.

THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS, A FULL STATEMENT OF ALL OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREON AUTHORIZED TO BE ISSUED BY THE COMPANY AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS.”

     9. Ratification. All other paragraphs, provisions, and clauses in the Senior Management Agreement not so modified remain in full force and effect as originally written.

     10. Defined Terms. Certain capitalized terms not defined herein shall have the meanings given to such terms in the Senior Management Agreement.

     11. Counterparts. This Amendment may be executed in one or more counterparts, each of which is an original, but all of which together constitute one and the same instrument. Any counterpart may be executed by facsimile signature and such facsimile signature shall be deemed an original.

     12. Governing Law; Binding Agreement. All questions concerning the construction, validity, enforcement and interpretation of this Amendment shall be governed by the internal law of the State of Delaware without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Delaware.

*      *      *      *

4

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.

CAPELLA HOLDINGS, INC.
By:	/s/ Daniel S. Slipkovich
	Name:	Daniel S. Slipkovich
	Its: Chief Executive Officer
CAPELLA HOLDINGS, INC.
By:	/s/ Daniel S. Slipkovich
	Name:	Daniel S. Slipkovich
	Its: Chief Executive Officer
	/s/ Howard T. Wall, III
	Howard T. Wall, III

Agreed and Accepted by: GTCR FUND VIII, L.P., as Majority Holder
By:	GTCR Partners VIII, L.P.
	Its: General Partner
By:	GTCR Golder Rauner II, L.L.C.
	Its: General Partner
By:	/s/ Joseph P. Nolan
	Name:	Joseph P. Nolan
	Its:	Principal

Signature Page to Amendment No.1 to Senior Management Agreement

Exhibit A

Form of Additional Shares Executive Note

PROMISSORY NOTE

$78,975.00 May 12, 2006

     For value received, Howard T. Wall, III (“Executive”) promises to pay to the order of Capella Holdings, Inc., a Delaware corporation (the “Company”), at its principal offices or at such other place as designated in writing by the holder hereof, the aggregate principal amount of $78,975.00. This Note is a full recourse note and was issued pursuant to and is subject to the terms of the Senior Management Agreement, dated as of November 7, 2005, by and between the Company and Executive, as amended (the “Senior Management Agreement”). Certain terms used herein and not otherwise defined shall have the meanings given to such terms in the Senior Management Agreement.

     Subject to the terms of this Note, on the date that is the third anniversary of the Employment Date, Executive shall pay the entire principal amount of this Note then outstanding to the holder of this Note, together with all accrued and unpaid interest on the principal amount of this Note. Executive shall prepay the entire outstanding principal amount of this Note and all accrued and unpaid interest thereon upon the earlier of (i) the effective date of Executive’s termination for any reason unless Executive’s employment is terminated by the Company without Cause, (ii) an initial Public Offering or (iii) the sale or transfer of the Executive Securities purchased with this Note. In addition, the payment of the principal amount and accrued interest and the other amounts owing under this Note is subject to certain offset rights under the Senior Management Agreement.

     Interest shall accrue on the outstanding principal amount of this Note at a rate equal to the prime rate at date of issuance plus one percent (1%) per annum and shall be payable at such time as the principal of this Note becomes due and payable.

     In the event the Executive fails to pay any amounts due hereunder when due, Executive shall pay to the holder hereof, in addition to such amounts due all costs of collection, including reasonable attorneys’ fees.

     Executive, or her successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and nonpayment of this Note, and expressly agrees that this Note, or any payment hereunder, may be extended from time to time and that the holder hereof may accept security for this Note or release security for this Note, all without in any way affecting the liability of Executive hereunder.

     This Note shall be governed by the internal laws, not the laws of conflicts, of the State of Delaware.

Howard T. Wall, III 

Exhibit B

May 12, 2006

ELECTION TO INCLUDE SECURITIES IN GROSS
INCOME PURSUANT TO SECTION 83(b) OF THE
INTERNAL REVENUE CODE

     The undersigned purchased shares of Common Stock (the “Shares”), of Capella Holdings, Inc., a Delaware corporation (the “Company”) on May 12, 2006 (the “Closing Date”). Under certain circumstances, the Company has the right to repurchase certain of the Shares at cost from the undersigned (or from the holder of the Shares, if different from the undersigned) should the undersigned cease to be employed by the Company and its subsidiaries or upon certain other events. Hence, the Shares are subject to a substantial risk of forfeiture and are non-transferable. The undersigned desires to make an election to have the Shares taxed under the provision of Code §83(b) at the time she purchased the Shares.

     Therefore, pursuant to Code §83(b) and Treasury Regulation §1.83-2 promulgated thereunder, the undersigned hereby makes an election, with respect to the Shares (described below), to report as taxable income for calendar year 2006 the excess (if any) of the Shares’ fair market value on May 12, 2006 over the purchase price thereof.

     The following information is supplied in accordance with Treasury Regulation § 1.83-2(e):

     1. The name, address and social security number of the undersigned:

Howard T. Wall, III
1760 Old Hillsboro Road
Franklin, Tennessee 37069
SSN: ###-##-####

     2. A description of the property with respect to which the election is being made: 157,950 shares of Common Stock of the Company.

     3. The date on which the property was transferred May 12, 2006. The taxable year for which such election is made: calendar year 2006.

     4. The restrictions to which the Shares are subject are set forth in a Senior Management Agreement, dated November 7, 2005, between the Company, a subsidiary of the Company, and the undersigned, as amended (the “Senior Management Agreement”). A copy of the Senior Management Agreement is available upon request. In general, under the Senior Management Agreement, all of the Shares are subject to a five-year vesting schedule, with 20% of such Shares becoming vested on each anniversary of the Initial Vesting Date (as defined in the Senior Management Agreement) if the undersigned remains employed as of such date. The Company has an option to repurchase any unvested Shares upon a termination of the undersigned’s employment prior to vesting, with a purchase price equal to the undersigned’s original cost for the Shares or, if less, the fair market value of the unvested Shares.

     5. The fair market value on May 12, 2006 of the property with respect to which the election is being made, determined without regard to any lapse restrictions: $0.50 per share of Common Stock.

     6. The amount paid for such property: $0.50 per share of Common Stock.

*      *      *      *      *

     A copy of this election has been furnished to the Secretary of the Company pursuant to Treasury Regulations §1.83-2(e)(7). A copy of this election will be submitted with the 2006 federal income tax return of the undersigned pursuant to Treasury Regulation § 1.83-2(c).

Dated: May 12, 2006

Howard T. Wall, III 

Exhibit C

ASSIGNMENT SEPARATE FROM CERTIFICATE

     FOR VALUE RECEIVED, Howard T. Wall, III (“Executive”) does hereby sell, assign and transfer unto__________ , a __________,__________ shares of __________ of Capella Holdings, Inc., a Delaware corporation (the “Company”), standing in the undersigned’s name on the books of the Company represented by Stock Certificate Nos. _____________ herewith and does hereby irrevocably constitute and appoint each principal of GTCR Golder Rauner, L.L.C. or GTCR Golder Rauner II, L.L.C. (acting alone or with one or more other such principals) as attorney to transfer the said securities on the books of the Company with full power of substitution in the premises.

     This Assignment Separate from Certificate may be used only for purposes of or in connection with transfers made in connection with Section 3 of that certain Senior Management Agreement among the Company, Capella Healthcare, Inc., a Delaware corporation, and Executive, dated as of November 7, 2005, as amended from time to time pursuant to its terms, or Section 4 of that certain Stockholders Agreement, among the Company, Executive and certain stockholders of the Company, dated as of May 4, 2005, as amended from time to time pursuant to its terms.

Dated:
	Howard T. Wall, III

EX-10.24

EXHIBIT 10.24

Capella Healthcare, Inc.
Two Corporate Centre, Suite 200
501 Corporate Centre Drive
Franklin, TN 37067-2662

May 27, 2011

Mr. Howard T. Wall, III
1507 Starlight Lane
Franklin, TN 37069

RE: Confirmation of Departure Terms

Dear Howard:

     We appreciate your service to Capella Healthcare, Inc, a Delaware corporation, and its affiliates (the “Employer”). Accordingly, this letter confirms the terms of your departure, as well as certain other items, including with respect to certain matters set forth in the Senior Management Agreement dated as of November 7, 2005, between you, Capella Holdings, Inc., a Delaware corporation (the “Parent Company”), and Employer (the “Senior Management Agreement”).

     Employer and the Parent Company are sometimes collectively referred to herein as “Capella,” and we may use the term “you” and “Executive” interchangeably to refer to Howard T. Wall, III.

     You agree that, when you sign and indicate your acknowledgement and acceptance at the bottom of the last page of this letter, this letter shall constitute a binding agreement among Capella, you, and your heirs, assigns, personal representatives, and all persons claiming under or through you or on your behalf, and that your obligations set forth in this letter agreement are binding on you, your heirs, assigns, personal representatives, and all persons claiming under or through you or on your behalf.

     You and Capella agree as follows:

     1. Resignation. You and we acknowledge and agree that the last day of your active employment with Employer will be June 10, 2011, and Employer acknowledges and accepts your resignation as senior vice president and general counsel of Employer. Your resignation from all such positions shall be effective as of June 10, 2011. The parties acknowledge the discussions among the parties (prior to signing this letter agreement) with respect to Executive’s expected new employment with RegionalCare Hospital Partners. Accordingly, Capella hereby waives Section 8(a) of the Senior Management Agreement and releases Executive from compliance therewith in order for Executive to accept employment with RegionalCare Hospital Partners.

     2. Other Payments and Reimbursements. Employer shall pay to Executive all remaining unpaid obligations (if any) for unpaid salary on and as of Executive’s last day of employment. All accrued and unused vacation pay or other fringe benefits to which Executive may be entitled shall be paid to Executive in accordance with Employer’s policies with respect thereto, and a copy of Employer’s vacation policy is attached hereto as Exhibit A. The parties hereto acknowledge that Capella will withhold from such payments all applicable federal, state, and/or local taxes. Executive will submit to Cappella

Mr. Howard T. Wall, III
May 27, 2011
Page 2

evidence of all unreimbursed fiscal year 2011 expenses (if any) on or before Executive’s last day of employment, and Capella will reimburse Executive in accordance with company policy.

     3. Mutual Releases.

     (a) By Executive. As a material inducement to Employer to enter into this letter agreement and to make the payment described in this letter agreement, the Executive (for yourself, your heirs, assigns, personal representatives and all other persons or individuals claiming under or through you or on your behalf) do knowingly and voluntarily, and irrevocably and unconditionally, release and forever discharge Capella, our officers, directors, employees, agents, representatives, successors and assigns, of and from any and all charges, claims, demands, actions, and causes of action that you may have of whatever kind and nature, known and unknown, statutory or otherwise, including without limitation claims for wrongful discharge, claims under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964 and the Tennessee Human Rights Act, the Equal Pay Act, the Americans With Disabilities Act, 42 U.S.C. §§ 1981 and 1985, or claims under any other federal, state or local laws or regulations applicable to employment and termination thereof, arising out of or in connection with your employment with and at, the termination of your employment with and at, and your own relationship in any respect with, Capella, up through the date that this letter agreement is signed and delivered. We acknowledge and agree that you are not releasing any claims arising after the date you sign this letter agreement. You acknowledge and agree that the release above will not become effective until the expiration of seven days from the date you sign this release (which is the date shown next to your signature below). You acknowledge that you have been given a period of 21 days to review and consider the release above before signing this letter agreement, and may use as much or as little of the 21 day period as you wish prior to signing. You may revoke the release within 7 days of signing it by delivering a written notice of revocation, no later than the close of business on the seventh day after you sign this release, to Kenneth Weber at Baker Donelson Bearman Caldwell & Berkowitz at its notice address below.

     (b) By Capella. As a material inducement to Executive to enter into this letter agreement, Capella (for itself and its successors and assigns) does knowingly and voluntarily, and irrevocably and unconditionally, release and forever discharge Executive from any and all charges, claims, demands, actions, and causes of action that Capella may have of whatever kind and nature, known and unknown, statutory or otherwise arising out of or in connection with Executive’s employment with Capella and Capella’s relationship in any respect with Executive up through the date that this letter agreement is signed and delivered. You acknowledge and agree that Capella is not releasing any claims arising after the date that you sign this letter agreement. Capella’s release hereunder shall take effect on the date that Executive’s release of Capella takes effect pursuant to paragraph 3(a) above.

     4. Additional Covenants.

     (a) Nondisparagement. You and Capella hereby agree that neither shall at any time make or publish any statements (orally, in writing, or by electronic means) that libels, slanders, disparages or reflects negatively upon the goodwill or reputation (whether or not such disparagement legally constitutes libel or slander) of Executive, Capella or any of its subsidiaries,

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officers, directors, partners, employees, or direct or indirect shareholders. Capella will provide to Executive a copy of any public announcements with respect to Executive’s departure and transition in advance of Capella’s release of any such announcements.

     (b) No-Hire Covenant. Solely for the purpose of this subparagraph, RegionalCare Hospital Partners joins in this letter agreement and covenants with Capella not to hire any person employed by Capella (who is employed as of the date hereof) for a period of 24 months from the date hereof. The parties acknowledge that RegionalCare Hospital Partners makes this covenant in reliance on Capella’s covenants and obligations herein and in exchange for Capella’s agreement to waive Section 8(a) of the Senior Management Agreement to permit Executive to accept employment with RegionalCare Hospital Partners. (For avoidance of doubt, references in this letter agreement to “the parties hereto” or similar references shall not include RegionalCare Hospital Partners unless the reference is expressly with respect to this Paragraph 4(b).)

     (c) Executive Securities. Reference is hereby made to the provisions relating to the Executive Securities in (and as “Executive Securities” is defined in) the Senior Management Agreement. For avoidance of doubt, the parties hereto acknowledge and agree that, as of the date hereof, Executive holds 631,880 shares of Capella’s common stock, all of which are 100% vested pursuant to the terms of the Senior Management Agreement.

     (i) On Executive’s last day of employment, Capella shall repurchase that certain number of Executive Securities, at a price of $3.80 per share, in an amount equivalent to offset and repay in full the unpaid principal and accrued interest to those certain Executive Notes dated as of 5/12/06 and as of 11/07/05 in the aggregate principal amount of $215,940.00. The accrued interest balance to be repaid thereunder shall be calculated as of Executive’s last day of employment. This letter agreement shall constitute a “Repurchase Notice” under the Senior Management Agreement solely for the purpose of this paragraph, but shall not limit Capella’s right in any respect to exercise the “Repurchase Option” defined in the Senior Management Agreement.

     (ii) Capella hereby agrees and affirms that if Capella exercises its right to repurchase the Executive Securities pursuant to the “Repurchase Option” (defined in the Senior Management Agreement), the purchase price for the Executive Securities will, in accordance with Section 3(b)(ii) of the Senior Management Agreement, be the greater of (A) Executive’s “Original Cost” (as defined in the Senior Management Agreement) for each such share of the Executive Securities and (B) the “Fair Market Value” (as defined in the Senior Management Agreement) of each such share as of the date of the Repurchase Notice delivered to Executive pursuant to Section 3 of the Senior Management Agreement.

     (iii) Capella further covenants with Executive that it shall not take any action that would result in a change in the Executive Securities that is not applicable to all shares of the same class held by Executive and the other members of Capella’s senior management.

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     5. Representations, Warranties and Acknowledgments. In connection with the transactions contemplated by this letter agreement, each party hereto represents that:

     (a) this letter agreement has been duly executed and delivered and constitutes a valid and binding obligation, enforceable in accordance with its terms;

     (b) such party is not party to any agreements which would prohibit or otherwise adversely affect your ability to execute this letter agreement or consummate the transactions contemplated by this letter agreement; and

     (c) each party has consulted with independent legal counsel before signing this letter agreement.

By signing this letter agreement, each party acknowledges that it has carefully read and fully understands its contents.

     6. Confidentiality. The contents of this letter agreement are strictly confidential. By signing below you agree that you will maintain the confidential nature of this letter agreement, except (1) to legal counsel and tax and financial planners, (2) as necessary to enforce this letter agreement, and (3) as otherwise required by law, in which such case you shall notify Employer in writing in advance of any disclosure.

     7. Indemnification, Defend and Hold Harmless. Capella agrees, in the event a claim is made against the Executive, via suit, administrative claim or otherwise, for any act or event arising out of the course and scope of his employment to defend, indemnify and hold the Executive harmless from any loss, cost or expense that may result from any claim, suit, administrative action or otherwise.

     8. Group Benefit Plans. To the extent that Employer provides and the Executive participates in any group benefit plans or agreements and to the extent that any such “plan” is portable pursuant to applicable law, Employer agrees to assist the Executive in “porting” said “plan,” provided that Executive pays the entire cost or premium thereafter.

     9. No Modification of Senior Management Agreement. Except as expressly provided herein this letter agreement does not purport to amend or modify the Senior Management Agreement and the obligations of Capella or Executive thereunder, and the Senior Management Agreement remains in full force and effect as to the parties thereto except as expressly modified by this letter agreement.

     10. Parties in Interest. All provisions of this letter agreement will bind and inure to the benefit of the parties to this letter agreement and their respective heirs, personal representatives, successors and assigns, whether so expressed or not.

     11. Governing Law. This letter agreement will be governed by and construed in accordance with the laws of the State of Tennessee, without giving effect to its conflict of laws.

     12. Notices. All notices, requests, consents and other communications under this letter agreement must be in writing and must be [i] mailed by first class certified mail, [ii] sent by Federal

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Express, United States Express Mail or similar overnight delivery or courier service, or [iii] delivered (in person, or by a facsimile transmission, telex or similar telecommunications equipment) against receipt, as follows:

If to Employer or Parent Company:	Capella Healthcare, Inc. Capella Holdings, Inc. Attention: Mr. Daniel Slipkovich Two Corporate Centre, Suite 200 501 Corporate Centre Drive Franklin, Tennessee 37067-2662 Facsimile:                                           Telephone:
With a copy to:	Baker, Donelson, Bearman, Caldwell & Berkowitz PC Attention: Kenneth Weber, Esq. 211 Commerce Street, Suite 800 Nashville, Tennessee 37201 Facsimile: (615) 726-0464 Telephone: (615) 726-7369
If to Executive:	Howard T. Wall, III 1507 Starlight Lane Franklin, TN 37069 Telephone: (615) 972-8962
With a copy to:	Bone McAllester Norton PLLC Attention: Trace Blankenship, Esq. 511 Union Street, Suite 1600 Nashville, Tennessee 37219 Facsimile: (615) 238-6301 Telephone: (615) 238-6331

or to another address of which the addressee has notified the sender in writing in accordance with this Section. Notices given by certified mail will be deemed given at the time of certification, and notices given by any other permitted means will be deemed given at the time of receipt of the notice.

     13. Counterparts. This letter agreement may be executed by each party upon a separate copy or separate signature pages, and any combination of separate copies executed by all parties or including signature pages so executed will constitute a single counterpart of this letter agreement. This letter agreement may be executed in any number of counterparts, each of which will be deemed to be an original, but all of which together will constitute one and the same agreement. It will not be necessary, in proving this letter agreement in any proceeding, to produce or account for more than one counterpart of this letter agreement.

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* * *

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     If you agree with the terms of this letter agreement, please indicate your acceptance and agreement by signing below. Please sign one copy for yourself and one for Employer, and return one signed original to me.

Very truly yours,
CAPELLA HEALTHCARE, INC.
By:	/s/ Daniel S. Slipkovich
	Daniel S. Slipkovich, Chairman and Chief Executive Officer
CAPELLA HOLDINGS, INC.
By:	/s/ Daniel S. Slipkovich
	Daniel S. Slipkovich,
	Chief Executive Officer

ACKNOWLEDGED, ACCEPTED AND AGREED:

/s/ Howard T. Wall, III 

Howard T. Wall, III                        Date

SOLELY FOR THE PURPOSE STATED IN PARAGRAPH 4(b),
REGIONALCARE HOSPITAL PARTNERS JOINS IN
THIS LETTER AGREEMENT:

RegionalCare Hospital Partners

By:	/s/ Martin S. Rash
	Martin S. Rash,            Date Chairman and Chief Executive Officer

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EX-10.25

EXHIBIT 10.25

CAPELLA HOLDINGS, INC.
2006 STOCK OPTION PLAN

ARTICLE I

Purpose of Plan

          The 2006 Stock Option Plan (the “Plan”) of Capella Holdings, Inc., a Delaware corporation (the “Company”), adopted by the Board of Directors of the Company on May 24, 2006 (the “Approval Date”), for directors, executive and other key employees of and key service providers to the Company and its Subsidiaries, is intended to advance the best interests of the Company and its Subsidiaries by providing those persons who have a substantial responsibility for its management and growth with additional incentives by allowing them to acquire an ownership interest in the Company and thereby encouraging them to contribute to the success of the Company and its Subsidiaries and to remain in their employ or to continue to provide services. The availability and offering of stock options under the Plan also increases the Company’s and its Subsidiaries’ ability to attract and retain individuals of exceptional managerial talent upon whom, in large measure, the sustained progress, growth and profitability of the Company and its Subsidiaries depends. By adopting the Plan, the Board wishes to create, during the ten-year term of the Plan, an equity-oriented compensation plan for and to reward the founding and future directors, officers, key employees and other key service providers, as provided herein, who will contribute to the growth of the Company. The stock options granted pursuant to this Plan will enable those directors, officers, key employees, key service providers and others to share in the resulting increase in the equity value of the Company.

          This Plan is intended to be a “compensatory benefit plan” within the meaning of such term under Rule 701 of the Securities Act of 1933, as amended (the “Act”) and all options granted under the Plan and the issuance of any Shares upon the exercise of options are intended to qualify for an exemption (the “Exemption”) from the registration requirements under the Act, pursuant to Rule 701 thereof, and under applicable state securities laws. In the event that any provision of the Plan would cause any options granted under the Plan to not qualify for the Exemption, the Plan shall be deemed automatically amended to the extent necessary to cause all options granted under the Plan to qualify for the Exemption.

ARTICLE II

Definitions

          For purposes of the Plan, except where the context clearly indicates otherwise, the following terms shall have the meanings set forth below:

          “Affiliate” shall mean, with respect to any Person, any other Person which, directly or indirectly, controls, is controlled by or under common control with such Person.

          “Board” shall mean the board of directors of the Company.

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          “Cause” shall have the meaning assigned to such term in any Participant’s written employment agreement or senior management agreement or, in the absence of any written employment agreement or senior management agreement, (i) the commission of, or entry of a plea of guilty or nolo contendere, to a felony or a crime involving moral turpitude or any act or any other act or omission involving dishonesty or fraud with respect to the Company or any of its Subsidiaries or any of their customers or suppliers or stockholders, (ii) conduct tending to bring the Company or any of its Subsidiaries into public disgrace or disrepute, (iii) a Participant’s failure to carry out effectively his or her duties and obligations to the Company or to participate effectively and actively in the management of the Company, as determined in the reasonable judgment of senior management of the Company or the Board, (iv) a breach of Participant’s duty of loyalty to the Company or any of its Subsidiaries or Affiliates or any act of fraud, material dishonesty, gross negligence or willful misconduct with respect to the Company or any of its Subsidiaries, or (v) any material breach of the Participant’s employment agreement, if any, with the Company or any Subsidiary or any other agreement between a such Participant and the Company or any of its Subsidiaries or Affiliates.

          “Code” shall mean the Internal Revenue Code of 1986, as amended, and any successor statute.

          “Committee” shall mean the Board or a committee of the Board which may be designated by the Board to administer the Plan. If a committee of the Board has been designated by the Board to administer the Plan, the Committee shall be composed of two or more directors as appointed from time to time to serve by the Board.

          “Common Shares” shall mean the Company’s common stock, par value $0.01 per share, and any other shares into which such stock may be changed or converted by reason of a recapitalization, reorganization, merger, consolidation, or any other change in the corporate structure or capital stock of the Company.

          “Company” shall mean Capella Holdings, Inc., a Delaware corporation, and (except to the extent the context requires otherwise) any subsidiary corporation of Capella Holdings, Inc. as such term is defined in Section 424(f) of the Code.

          “Date of Termination” shall mean, with respect to any Participant, (i) if such Participant’s employment is terminated by the Company or any Subsidiary, the effective date of termination as specified in the written notice from the Company or such Subsidiary to such Participant terminating his or her employment, (ii) if such Participant terminates his or her employment, the date the Company or any Subsidiary receives notice from such Participant terminating his or her employment or (iii) if such Participant’s employment is terminated other than pursuant to (i) or (ii), then the date determined in good faith by the Board.

          “Disability” shall have the meaning assigned to such term in any Participant’s written employment agreement or, in the absence of any written employment agreement, shall mean the inability, due to illness, accident, injury, physical or mental incapacity or other disability, of any Participant to carry out effectively such Participant’s duties and obligations to the Company or any of its Subsidiaries or to participate effectively and actively in the management of the Company or any of its Subsidiaries for a period of at least 90 consecutive

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days or for shorter periods aggregating at least 120 days (whether or not consecutive) during any twelve-month period, as determined in the reasonable judgment of the Board.

          “Expiration Date” shall have the meaning set forth in Article VI.

          “Fair Market Value” of any property shall be determined in good faith by the Committee.

          “Independent Third Party” means any Person who, immediately prior to the contemplated transaction, does not own in excess of 5% of the Company’s Common Stock on a fully-diluted basis (a “5% Owner”), who is not controlling, controlled by or under common control with any such 5% Owner and who is not the spouse or descendant (by birth or adoption) of any such 5% Owner or a trust for the benefit of such 5% Owner and/or such other Persons.

          “Investors” shall mean GTCR Fund VIII, L.P., a Delaware limited partnership, GTCR Fund VIII/B, L.P., a Delaware limited partnership, GTCR Co-Invest II, L.P., a Delaware limited partnership, and any other investment fund managed by GTCR Golder Rauner II, L.L.C.

          “Nonqualified Stock Option” shall have the meaning set forth in Article V.

          “Option Agreement” shall have the meaning set forth in Article VI.

          “Options” shall have the meaning set forth in Article IV.

          “Participant” shall mean any director, executive or other key employee of or key service providers to the Company or any of its Subsidiaries who has been selected to participate in the Plan by the Committee or the Board.

          “Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

          “Plan” shall have the meaning set forth in Article I.

          “Plan Year” shall mean any 12-month period beginning on the Approval Date or any anniversary thereof.

          “Public Offering” shall mean an initial public offering and sale, registered under the Act, of equity securities of the Company, as approved by the Board.

          “Sale of the Company” means the sale of the Company to an Independent Third Party or group of Independent Third Parties pursuant to which such party or parties acquire (i) capital stock of the Company possessing the voting power under normal circumstances to elect directors possessing a majority of the voting power of the Company’s board of directors (whether by merger, consolidation or sale or transfer of the Company’s capital stock) or (ii) all or substantially all of the Company’s assets determined on a consolidated basis; provided that a Public Offering shall not constitute a Sale of the Company.

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          “Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association, or business entity of which (i) if a corporation, a majority of the total voting power of shares of 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 owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association, or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association, or other business entity gains or losses or shall be or control any managing director or general partner of such limited liability company, partnership, association, or other business entity. For purposes hereof, references to a “Subsidiary” of any Person shall be given effect only at such times that such Person has one or more Subsidiaries, and, unless otherwise indicated, the term “Subsidiary” refers to a Subsidiary of the Company.

ARTICLE III

Administration

          The Plan shall be administered by the Committee; provided that if for any reason the Committee shall not have been appointed by the Board, all authority and duties of the Committee under the Plan shall be vested in and exercised by the Board. Subject to the limitations of the Plan, the Committee shall have the sole and complete authority to: (i) select Participants, (ii) grant Options to Participants in such forms and amounts as it shall determine, (iii) impose such limitations, restrictions and conditions upon such Options as it shall deem appropriate, (iv) interpret the Plan and adopt, amend and rescind administrative guidelines and other rules and regulations relating to the Plan, (v) correct any defect or omission or reconcile any inconsistency in the Plan or in any Option granted hereunder and (vi) make all other determinations and take all other actions necessary or advisable for the implementation and administration of the Plan, subject to such limitations as may be imposed by applicable law. The Committee’s determinations on matters within its authority shall be conclusive and binding upon the Participants, the Company and all other Persons. The validity, construction and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with applicable federal and state laws and rules and regulations promulgated pursuant thereto. No member of the Committee and no officer of the Company shall be liable for any action taken or omitted to be taken by such member, by any other member of the Committee, or by any officer of the Company in connection with the performance of duties under the Plan, except for such person’s own willful misconduct or as expressly provided by statute. All expenses associated with the administration of the Plan shall be borne by the Company. The Committee may, as approved by the Board and to the extent permissible by law, delegate any of its authority hereunder to such persons as it deems appropriate.

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ARTICLE IV

Limitation on Aggregate Shares

          The number of Common Shares with respect to which options may be granted under the Plan (the “Options”) and which may be issued upon the exercise thereof shall not exceed, in the aggregate, the amount of shares (the “Shares”) equal to 1,253,000 shares minus the number of Common Shares issued pursuant to a restricted stock purchase agreement with an employee of or consultant to the Company on or after the date hereof; provided that the type and the aggregate number of shares which may be subject to Options shall be subject to adjustment in accordance with the provisions of Section 6.9 below, and further provided that to the extent any Options expire unexercised or are canceled, terminated or forfeited in any manner without the issuance of Common Shares thereunder, or if any Options are exercised and the Common Shares issued thereunder are repurchased by the Company, such shares shall again be available under the Plan. The Common Shares available under the Plan may be either authorized and unissued shares, treasury shares or a combination thereof, as the Committee shall determine.

ARTICLE V

Awards

          5.1 Options. The Committee may grant Options to Participants in accordance with this Article V.

          5.2 Form of Option. Options granted under this Plan shall be nonqualified stock options and are not intended to be “incentive stock options” within the meaning of Section 422 of the Code or any successor provision.

          5.3 Exercise Price. The option exercise price per Common Share shall be fixed by the Committee at not less than 100% of the Fair Market Value of a Common Share on the date of grant, unless otherwise approved by the Board.

          5.4 Exercisability. Options granted hereunder shall be exercisable at such times and under such circumstances as determined by the Committee and as shall be permissible under the terms of the Plan, and as specified in the Participant’s Option Agreement.

          5.5 Payment of Exercise Price. Options shall be exercised in whole or in part by written notice to the Company (to the attention of the Company’s Secretary) accompanied by payment in full of the option exercise price. Payment of the option exercise price shall be made in cash (including check, bank draft or money order).

          5.6 Terms of Options. The Committee shall determine the term of each Option, which term shall in no event exceed ten years from the date of grant. All rights to purchase Shares pursuant to an Option shall, unless sooner terminated, expire at the date designated by the Committee. The Shares constituting each installment may be purchased in whole or in part at any time after such installment becomes exercisable, subject to such minimum exercise requirements as may be designated by the Committee. Unless otherwise provided herein or in the terms of the related grant, a Participant may exercise an Option only if such

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Participant is, and has continuously since the date the Option was granted, been a director, officer, or employee of or performed other services for the Company or a Subsidiary. Prior to the exercise of an Option and delivery of the Shares represented thereby, the Participant shall have no rights as a stockholder with respect to any Shares covered by such outstanding Option (including any dividend or voting rights).

          5.7 Limitation on Grants. The Committee shall not grant any Option if, as a result of such grant or the exercise of such Option (assuming that all other Options have been fully exercised), the Company would be required to register any of its equity securities under the Act.

ARTICLE VI

General Provisions

          6.1 Conditions and Limitations on Exercise. Except as otherwise provided in this Plan, Options may be made exercisable in one or more installments, upon the happening of certain events, upon the passage of a specified period of time, upon the fulfillment of certain conditions or upon the achievement by the Company or any of its Subsidiaries of certain performance goals, as the Committee shall decide in each case when the Options are granted.

          6.2 Sale of the Company. In the event of a Sale of the Company, the Committee may, in its sole discretion, terminate (i) any vested Options without payment of any kind provided that each Participant shall first be given notice of such termination and at least 15 days to exercise all vested Options that are to be so terminated or (ii) any vested Options for a payment of (x) cash, (y) consideration in the form of a note issued by the Company to the Participant and/or (z) consideration in the same form as that received by the holders of the Company’s Common Shares in connection with such Sale of the Company, equal to the excess of the Fair Market Value per Common Share (measured as of the date of such Sale of the Company) over such Option’s exercise price multiplied by the number of Options to be terminated or (iii) any Option without payment of any kind that on the date of such Sale of the Company (x) is not vested or (y) has a Fair Market Value less than or equal to the aggregate exercise price of such Option. In the event of a Sale of the Company, any unvested Options shall not become immediately or automatically exercisable; provided that the Committee may, in its sole discretion, cause any unvested Options to become immediately exercisable upon the occurrence of a Sale of the Company, and in such case such Options may only be deemed exercisable if a Participant is employed by the Company or any of its Subsidiaries as of the date of such Sale of the Company.

          6.3 Organic Change. Except as otherwise provided in this Plan, any recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Company’s assets, or other transaction which is effected in such a way that holders of Common Shares are entitled to receive (either directly or upon subsequent liquidation) stock, securities, or assets with respect to or in exchange for Common Shares is referred to herein as an “Organic Change.” Except as otherwise provided in this Plan, and unless such Options are terminated in accordance with Section 6.2 above, after the consummation of any Organic Change, each Participant holding Options shall thereafter have the right to acquire and receive upon exercise thereof, rather than the Common Shares immediately theretofore acquirable and

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receivable upon exercise of such Participant’s Options, such shares of stock, securities, or assets as may be issued or payable with respect to or in exchange for the number of Common Shares immediately theretofore acquirable and receivable upon exercise of such Participant’s Options had such Organic Change not taken place. Except as otherwise provided in this Plan, in any such case, the Company shall make appropriate provision with respect to such Participant’s rights and interests to insure that the provisions hereof (including this Section 6.3) shall thereafter be applicable to the Options (including, in the case of any such Organic Change in which the successor entity or purchasing entity is other than the Company, an immediate adjustment of the exercise price to the value for the Common Shares reflected by the terms of such Organic Change and a corresponding immediate adjustment in the number of Common Shares acquirable and receivable upon exercise of the Options, if the value so reflected is less than the Fair Market Value of the Common Shares in effect immediately before such Organic Change).

          6.4 Written Agreement. Each Option granted hereunder to a Participant shall be embodied in a written agreement (an “Option Agreement”) which shall be signed by the Participant and by an authorized officer of the Company for and in the name and on behalf of the Company and shall be subject to the terms and conditions of the Plan prescribed in the Option Agreement (including, but not limited to, (i) the right of the Company and such other Persons as the Committee shall designate (“Designees”) to repurchase from each Participant, and such Participant’s transferees, all shares of Common Stock issued or issuable to such Participant on the exercise of an Option in the event of such Participant’s Date of Termination, (ii) rights of first refusal granted to the Company and Designees, (iii) holdback and other registration right restrictions in the event of a public registration of any equity securities of the Company and (iv) any other terms and conditions which the Committee shall deem necessary and desirable).

          6.5 Listing, Registration and Compliance with Laws and Regulations. Options shall be subject to the requirement that if at any time the Committee shall determine, in its discretion, that the listing, registration or qualification of the shares subject to the Options upon any securities exchange or under any state or federal securities or other law or regulation, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition to or in connection with the granting of the Options or the issuance or purchase of shares thereunder, no Options may be granted or exercised, in whole or in part, unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee. The holders of such Options shall supply the Company with such certificates, representations and information as the Company shall request and shall otherwise cooperate with the Company in obtaining such listing, registration, qualification, consent or approval. In the case of officers and other Persons subject to Section 16(b) of the Securities Exchange Act of 1934, as amended, the Committee may at any time impose any limitations upon the exercise of an Option that, in the Committee’s discretion, are necessary or desirable in order to comply with such Section 16(b) and the rules and regulations thereunder. If the Company, as part of an offering of securities or otherwise, finds it desirable because of federal or state regulatory requirements to reduce the period during which any Options may be exercised, the Committee may, in its discretion and without the Participant’s consent, so reduce such period on not less than 15 days written notice to the holders thereof.

          6.6 Nontransferability. Options may not be transferred other than by will or the laws of descent and distribution and, during the lifetime of the Participant, may be exercised

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only by such Participant (or such Participant’s legal guardian or legal representative). In the event of the death of a Participant, exercise of Options granted hereunder shall be made only:

          (i) by the executor or administrator of the estate of the deceased Participant or the Person or Persons to whom the deceased Participant’s rights under the Option shall pass by will or the laws of descent and distribution; and

          (ii) to the extent that the deceased Participant was entitled to exercise such Options at the date of his death, unless otherwise provided by the Committee in such Participant’s Option Agreement.

          6.7 Expiration of Options.

          (a) Normal Expiration. In no event shall any part of any Option be exercisable after the date of expiration thereof (the “Expiration Date”), as determined by the Committee pursuant to Section 5.6 above.

          (b) Early Expiration Upon Termination of Employment. Except as otherwise provided by the Committee in the Option Agreement, any portion of a Participant’s Option that was not vested and exercisable on such Participant’s Date of Termination shall expire and be forfeited as of such date, and any portion of a Participant’s Option that was vested and exercisable on such Participant’s Date of Termination shall expire and be forfeited as of such date, except that: (i) if a Participant’s employment terminates because such Participant dies or becomes subject to any Disability, such Participant’s Option shall expire 180 days after his or her Date of Termination, but in no event after the Expiration Date, (ii) if a Participant’s employment terminates because such Participant retires (with the approval of the Board), such Participant’s Option shall expire 60 days after his or her Date of Termination, but in no event after the Expiration Date, and (iii) if any Participant is discharged other than for Cause, such Participant’s Option shall expire 30 days after his or her Date of Termination or such later date as may be expressly determined by the Committee in its sole and absolute discretion, but in no event after the Expiration Date.

          6.8 Withholding of Taxes.

          (a) The Company shall be entitled, if necessary or desirable, to withhold from any Participant, from any amounts due and payable by the Company to such Participant (or secure payment from such Participant in lieu of withholding), the amount of any withholding or other tax due from the Company with respect to any shares issuable under the Options, and the Company may defer the exercise of the Options or the issuance of the Shares thereunder unless such taxes are paid or the Company is indemnified to its satisfaction.

          (b) Notwithstanding any provision of this Plan to the contrary, in connection with the transfer of an Option to a transferee pursuant to Section 6.6 of the Plan, the grantee shall remain liable for any withholding taxes required to be withheld upon exercise of such Option by the transferee.

          6.9 Adjustments. In the event of a reorganization, recapitalization, stock dividend, or stock split, combination or other reclassification affecting the Common Shares, the

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Board or the Committee shall, in order to prevent the dilution or enlargement of rights under outstanding Options, make such adjustments in the number and type of shares authorized by the Plan, the number and type of shares covered by outstanding Options, and the exercise prices specified therein as may be determined to be appropriate and equitable.

          6.10 No Right to Employment or to Provide Services. Nothing in this Plan or in any Option Agreement shall interfere with or limit in any way the right of the Company or any of its Subsidiaries to terminate any Participant’s employment or services at any time (with or without Cause), nor confer upon any Participant any right to continue in the employ of or provide services to the Company or any of its Subsidiaries for any period of time or to continue such Participant’s present (or any other) rate of compensation, and except as otherwise provided under this Plan or by the Committee in the Option Agreement, in the event of any Participant’s termination of employment or services (including, but not limited to, the termination by the Company or any of its Subsidiaries without Cause) any portion of such Participant’s Option that was not previously vested and exercisable shall expire and be forfeited as of the date of such termination. No Person shall have a right to be selected as a Participant or, having been so selected, to be selected again as a Participant.

          6.11 Amendment, Suspension and Termination of Plan. The Board or the Committee may suspend or terminate the Plan or any portion thereof at any time and may amend it from time to time in such respects as the Board or the Committee may deem advisable; provided that no such amendment shall be made without stockholder approval to the extent such approval is required by law, agreement or the rules of any exchange upon which the Common Shares is listed, and no such amendment, suspension or termination shall impair the rights of Participants under outstanding Options without the consent of the Participants affected thereby; provided, further, that no amendment that increases the maximum number of Common Shares with respect to which Options may be granted and which may be issued upon the exercise thereof shall be effective without the approval of GTCR Fund VIII, L.P., a Delaware limited partnership. No Option shall be granted after the tenth anniversary of the adoption of the Plan.

          6.12 Amendment, Modification and Cancellation of Outstanding Options. The Committee may amend or modify any Option in any manner to the extent that the Committee would have had the authority under the Plan initially to grant such Option; provided that no such amendment or modification shall impair the rights of any Participant under any outstanding Option in a manner not contemplated hereby without the consent of such Participant adversely affected thereby. With the Participant’s consent or as otherwise contemplated hereby, the Committee may cancel any Option and issue a new Option to such Participant.

          6.13 Indemnification. In addition to such other rights of indemnification as they may have as members of the Board or the Committee, the members of the Board and the Committee and any other Persons designated by the Committee to administer the Plan shall be indemnified by the Company against all costs and expenses reasonably incurred by them in connection with any action, suit or proceeding to which they or any of them may be party by reason of any action taken or failure to act under or in connection with the Plan or any Option granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding; provided that any such Board or Committee member shall be entitled to the indemnification rights set forth in this Section 6.13

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only if such member has acted in good faith and in a manner that such member reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe that such conduct was unlawful, and further provided that upon the institution of any such action, suit or proceeding a Board or Committee member shall give the Company written notice thereof and an opportunity, at its own expense, to handle and defend the same before such Board or Committee member undertakes to handle and defend it on his own behalf.

Adopted by the Board of Directors as of May 24, 2006.

* * * *

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EX-10.26

EXHIBIT 10.26

Capella Healthcare, Inc.
Deferred Compensation Plan

Effective March 1, 2008

I. NAME AND PURPOSE

          Capella Healthcare, Inc. (the “Company”) desires to provide for deferred compensation for certain employees of the Company and its Affiliates. Accordingly, the Company has established this Capella Healthcare, Inc. Deferred Compensation Plan (the “Plan”) to enable the Company to attract and retain persons of outstanding competence. This Plan is to be an unfunded plan of deferred compensation providing benefits on an individual account basis. This Plan is intended to cover a select group of management or highly compensated employees, within the meaning of sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, and is intended to be exempt from Parts 2, 3 and 4 of Title I of ERISA. The Plan shall continue indefinitely until it is terminated by an amendment permissible under Section 6.3.

          The Company intends that the Plan be established and operated in a manner that is consistent with the requirements of section 409A of the Code so that compensation income is deferred until the time of inclusion that is elected or otherwise specified herein. The Plan shall be operated in compliance with section 409A of the Code and Treasury Regulations promulgated thereunder. The Company intends to take such further actions that are required, desirable or appropriate to ensure compliance with section 409A of the Code, including the adoption of Plan amendments to include features necessitated under the Code or Treasury Regulations. All elections made hereunder are subject to such amendment of the Plan that is required under section 409A of the Code.

II. DEFINITIONS

          When used in this Plan, the following terms will have the meanings set forth below:

          2.1 “Account” means the bookkeeping entry maintained on the books of the Company to account for credits of deferred compensation and other amounts specified under Article III. The Account shall not be connected to any particular fund or asset.

          2.2 “Affiliate” means a subsidiary of the Company or any other business entity that is substantially owned or controlled by the Company, directly or indirectly.

          2.3 “Beneficiary” means the individual or individuals designated pursuant to Section 5.4; provided, however, that if a Participant is married at the time of death, the Participant’s spouse shall be the Beneficiary unless the spouse has consented in writing and in accordance with procedures established by the Committee to the designation of another Beneficiary.

          2.4 “Board” means the Board of Directors of the Company.

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          2.5 “Change in Control” means a change in the ownership of the Company, a change in effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company as described in Treas. Reg. § 1.409A-3(i)(5) and as may be superseded by Treasury Regulations or otherwise. Notwithstanding the foregoing, a change in ownership that occurs as a result of a public offering of the Company’s equity securities that is approved by the Board shall not alone constitute a Change in Control.

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

          2.7 “Committee” means the Company’s Investment Committee or, if none, the Board; provided, however, that the chief executive officer and secretary of the Company are authorized to act on behalf of the Committee with respect to general actions that are necessary or appropriate for the administration of the Plan, but may not select individuals to participate in the Plan without the specific direction or ratification of the Committee. The Committee may delegate some or all of its administrative authority to a person or committee. After the occurrence of a Change in Control, the members of the Committee shall continue to be the individuals who were Committee members immediately prior to the Change in Control. In the event any Committee member resigns or otherwise ceases to be a member of the Committee, the remaining Committee members shall replace such member by majority vote.

          2.8 “Company” means Capella Healthcare, Inc. and its successors.

          2.9 “Contribution” means an amount that is credited to a Participant’s Account as the result of a Deferral election pursuant to Section 3.2 or as the result of amounts credited by the Company pursuant to Section 3.3. A Contribution may, but need not, be represented by a deposit by the Company to a grantor trust or fund established by the Company to satisfy its liabilities hereunder.

          2.10 “Deferral” means a portion of a Participant’s compensation and/or bonus earned in a certain period that a Participant has elected to receive at a later date pursuant to the terms of this Plan.

          2.11 “Eligible Individual” means an employee or service provider who satisfies the eligibility requirements of Section 3.1.

          2.12 “Employer” means a service recipient as defined by Treas. Reg. § 1.409A-1(h)(3).

          2.13 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

          2.14 “Normal Retirement Date” means the date a Participant who has attained age 60 retires from the Company.

          2.15 “Participant” means an Eligible Individual who is credited with an allocation to an Account or has made a Deferral election pursuant to Section 3.2.

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          2.16 “Plan Year” means the 12 consecutive month period beginning on January 1 of each year, provided that the initial Plan Year shall be the period from March 1, 2008 until December 31, 2008.

          2.17 “Separation from Service” means, for employees, the date a Participant dies, retires, or otherwise has a termination of employment with the Employer as defined by section 409A of the Code and regulations promulgated pursuant thereto. Whether a termination of employment has occurred is determined based on the facts and circumstances. With respect to nonemployee Participants, a Separation from Service means the termination of the Participant’s service with the Employer as defined by the section 409A of the Code and regulations promulgated pursuant thereto. Whether a Separation from Service for a nonemployee Participant takes place is determined based on the facts and circumstances surrounding the termination of the Participant’s service and whether the Employer and the Participant intend for the Participant to provide significant services for the Employer following such termination. All determinations of whether a Separation from Service has occurred shall be made in the sole discretion of the Committee and in a manner consistent with section 409A of the Code.

          2.18 “Year of Service” means with respect to a Participant a “Year of Service” as defined under the Capella Healthcare, Inc. 401(k) Retirement Plan as it may be amended from time to time, which definition shall be incorporated hereunder by reference.

III. ELIGIBILITY AND BENEFIT ACCRUALS

          3.1 Eligibility. Eligibility for participation in the Plan is limited to service providers of the Company and its Affiliates who are: (i) members of a select group of management or highly compensated employees of the Company, within the meaning of sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, or individuals who are providing services to the Company as independent contractors, and (ii) designated by the Committee to participate in this Plan. The designation by the Committee shall be deemed to be irrebuttable evidence that such individual is for all purposes a member of a select group of management and highly compensated employees.

          3.2 Participant Deferral Elections. Eligible Individuals may make Deferral elections after the determination of their eligibility to participate in the Plan in accordance with the procedures described herein.

          (a) An Eligible Individual may make an annual election to defer the receipt of up to 100% of his or her annual base cash compensation that is paid through regular periodic payroll during the Plan Year. In addition, an Eligible Individual may defer the receipt of up to 100% of any performance or year-end bonus to be paid with respect to such Plan Year (such bonus may be paid in the next succeeding Plan Year). The Deferral election will be effective for the next Plan Year that begins after the election is made and submitted to the Committee; provided, however, an Eligible Individual may make an election at any time within 30 days of the date that he or she first becomes eligible to participate in the Plan, but such election shall apply only with respect to services performed after the election. A Deferral election is irrevocable during the applicable

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Plan Year. A Participant’s Deferrals will be credited to his Account at the end of the month in which the amounts would otherwise be payable to the Participant.

          (b) The amount of a Deferral election described in Section 3.2(a) shall be stated either as a dollar amount or a percentage of a Participant’s base cash compensation or bonus. A Deferral election with respect to a bonus may be stated as an amount over a dollar threshold (e.g., 10% over $50,000).

          (i) Unless otherwise specified in a Deferral election that is authorized by the Committee, the Company shall withhold the amount elected pro rata from each payroll period while the election is in effect.

          (ii) Deferrals will be withheld from a Participant’s compensation in accordance with the Participant’s written Deferral elections but shall be subject to offsets, not to exceed $5,000 per year. The Company will withhold from that portion of a Participant’s compensation that is not deferred, in a manner determined by the Committee, for applicable withholding and other taxes applicable to any Deferrals or Company Contributions. If necessary, the Committee may reduce the Company Contribution or charge the appropriate amount against a Participant’s Account in order to satisfy the Participant FICA or other tax withholding obligation.

          (c) Generally, Deferral elections will be effective for the Plan Year that next follows the date of the election, unless the Participant specifies a later date. However, an Eligible Individual may make an election at any time within 30 days of the date that he or she first becomes eligible to participate in the Plan. Unless stated otherwise in a Deferral election that is authorized by the Committee, Deferral elections shall expire at the end of each Plan Year and a new Deferral election shall be required for each succeeding Plan Year.

          (d) All elections made pursuant to this Plan will be made in accordance with the procedures prescribed by the Committee, and must be timely communicated to the Committee.

          3.3 Company Contributions. The Company may in its discretion make a Contribution to be credited to the Account of any or all Participants and/or Eligible Individuals, or may make Contributions to those Participants who made a Deferral election for such Plan Year. Unless otherwise specified by the Company, Company Contributions shall be effective as of the last day of the Plan Year specified by the Company at the time the contributions are made and shall be allocated to Accounts of Eligible Individuals who are employed or providing services on the last day of the Plan Year. All elections with respect to the time and form of payment made regarding Deferrals pursuant to Section 3.2 will apply to Company Contributions applicable to the same Plan Year in accordance with procedures established by the Committee.

          3.4 Earnings. Earnings, gains and losses shall be credited to each respective Account in accordance with the investment experience of the investment funds that are designated for the Plan by the Committee. Such investment funds (e.g., mutual funds, pooled funds, corporate-

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owned life insurance arrangements or any other arrangements, which may include fixed income funds) shall be selected and designated by the Committee from time to time in its sole discretion. Participants may direct the investment of their Accounts in such investment funds in accordance with such procedures as the Committee may adopt from time to time. Each Participant’s Account shall be credited as of each valuation date with income, gains or losses corresponding to the investment performance of the funds selected by that Participant.

          (a) The sole purpose of the investment funds is to determine the appropriate earnings credit for Participants’ Accounts, the value of which is the basis for determining the benefits payable hereunder. Participants shall have no interest whatsoever in any investment fund or any asset thereof. The Company shall be under no duty to question any direction of a Participant with respect to the investment, retention or disposition of investments selected by the Participant. The Company shall be under no liability for any loss of any kind that may result by reason of any action taken in accordance with the directions of the Participant, or by reason of any failure to act because of the absence of any such directions.

          (b) If a Participant gives no instructions with respect to the investment of his or her Account, the Committee shall determine earnings on the Participant’s Account pursuant to a default investment selected by the Committee.

          (c) If the Committee does not designate one or more investment funds for the investment of Plan Accounts, Accounts shall accrue earnings at a crediting rate established in the sole and absolute discretion of the Committee, provided, however, that such rate shall be a reasonable interest rate determined in accordance with Treas. Reg. § 31.3121(v)(2)-1(d)(2).

          3.5 Benefit Accruals. The calculation of a Participant’s benefit accrued under this Plan shall be made solely by reference to the value of the Participant’s Account. Distributions pursuant to Article IV shall be based upon the value of the Participant’s Account, as adjusted for contributions, earnings, losses and prior distributions and for any administrative expenses or taxes charged thereto.

          3.6 Vesting. Participant Deferrals are 100% vested and nonforfeitable at all times. Company Contributions shall become vested and nonforfeitable based on a Participant’s Years of Service according to the following schedule:

Years of Service	Percent Vested
Less than 1		0	%
1		20	%
2		40	%
3		60	%
4		80	%
5 or more		100	%

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          Notwithstanding the foregoing, all Accounts shall be fully vested upon a Change in Control of the Company.

IV. BENEFIT ELECTIONS AND DISTRIBUTIONS

          4.1 Commencement of Distribution. Distributions shall be made as soon as administratively feasible following any Separation from Service or on such other date selected by the Participant at the time the Deferral amount or Company Contribution is credited to the Participant’s Account. The Company is not required to allow a Participant to elect a time of distribution other than Separation from Service.

          4.2 Form of Distribution. All distributions shall be in the form of a single sum or in such other form selected by the Participant at the time the Deferral amount or Company Contribution is credited to the Participant’s Account. The Company is not required to allow a Participant to elect a form of distribution other than lump sum.

          4.3 Payments to Beneficiaries. Should a Participant die prior to receiving a distribution of his or her entire Account balance, his or her remaining Account balance shall be paid in a single sum to his or her designated Beneficiary(ies) as soon as administratively feasible.

          4.4 Right of Offset. The Company may offset from a Participant’s Account an amount for any damages sustained by the Company or its Affiliates arising out of Participant’s fraud, theft or embezzlement of assets owned by the Company or its Affiliates, or damages sustained by the Company or its Affiliates arising out of a Participant’s violation of any provision of any past, present or future written agreement between the parties, including, but not limited to, the following covenants in any existing non-competition and/or non-disclosure agreement (as well as their respective counterparts in any successor agreement between the parties): non-solicitation; non-competition; disclosure of confidential information; or proprietary rights and trade secrets; provided, however, if the offset is made prior to the time of distribution otherwise applicable under the Plan, such offset shall not to exceed $5,000 per year. Any such offsets will reduce the value of the Participant’s Account and reduce the amount of benefits otherwise payable to the Participant.

          4.5 Financial Hardship. In the case of an unforeseeable emergency, a Participant may apply to the Committee for withdrawal to the extent necessary to satisfy the emergency need. For purposes of this Plan, the term “unforeseeable emergency” shall mean a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or a dependent (as defined in section 152(a) of the Code) of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.

          (a) Withdrawals for an unforeseeable emergency may not exceed the amounts necessary to satisfy such emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship).

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          (b) The Committee shall have full and complete discretion to consider and make a determination concerning a request for a hardship withdrawal. The Committee is also entitled to reasonably rely upon the representations of a Participant concerning his qualification for a hardship withdrawal. All decisions of the Committee shall be final, binding and conclusive.

V. ADMINISTRATION

          5.1 Administration Committee. This Plan shall be administered by the Committee. The Committee shall have full discretionary power and authority to interpret, construe and administer this Plan and the Committee’s interpretations and constructions thereof, and actions thereunder, including the amount or recipient of the payment to be made from this Plan, shall be binding and conclusive on all persons for all purposes.

          5.2 Funding. All benefits payable hereunder shall be unfunded for purposes of section 83 of the Code and Title I of ERISA. The Plan constitutes a mere promise by the Company to make benefit payments in the future.

          (a) The Company may, in its sole discretion (except as required by the Section 5.2(b)) establish a trust (the “Trust”) as a reserve for the benefits payable hereunder and for the purposes stated in the Trust instrument. The Company shall be the grantor of the Trust and the Trust shall be established for the benefit of the Participants herein and, in the case of the insolvency or bankruptcy of the Company, for the benefit of the general creditors of the Company. To the extent that the Participants’ benefits are not paid from the Trust, such benefits shall be paid from the general assets of the Company. The Participants shall have no funded, secured or preferential right to payment hereunder, but rather shall at all times have the status of a general unsecured creditor.

          (b) Coincident with or immediately prior to the occurrence of a Change in Control, the Company shall establish, if not previously established, and shall fully fund the Trust in an amount that is adequate to pay all benefits due hereunder upon the Change in Control.

          5.3 Claims Procedure. Prior to or upon becoming entitled to receive a benefit hereunder, a Participant or his or her Beneficiary (“Claimant”) shall request payment of such benefits at the time and in the manner prescribed by the Committee. The Committee may direct payment of benefits without requiring the filing of a claim therefore, if the Committee has knowledge of such Claimant’s whereabouts. The Committee shall provide adequate notice in writing as prescribed pursuant to paragraph (b) below to any Claimant whose claim for benefits under the Plan has been denied.

          (a) Such notice must be sent within 90 days of the date the claim is received by the Committee unless special circumstances require an extension of time for processing the claim. Such extension shall not exceed 90 days and no extension shall be allowed unless, within the initial 90-day period, the Claimant is sent an extension notice indicating the special circumstances requiring the extension and specifying a date by which the Committee expects to render its decision.

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          (b) The Committee’s notice of denial to the Claimant shall set forth the following:

          (i) the specific reason or reasons for the denial;

          (ii) specific references to pertinent Plan provisions on which the Committee based its denial;

          (iii) a description of any additional material and information needed for the Claimant to perfect his or her claim and an explanation of why the material or information is needed;

          (iv) a statement that the Claimant may request a review upon written application to the Committee, review pertinent Plan documents, and submit issues and comments in writing;

          (v) a statement that any appeal of the Committee’s adverse determination must be made in writing to the Committee within 60 days after receipt of the Committee’s notice of denial of benefits, and that failure to appeal the action to the Committee in writing within the 60-day period will render the Committee’s determination final, binding and conclusive; and

          (vi) the address of the Committee to which the Claimant may forward his or her appeal.

          (c) If the Claimant should appeal to the Committee, the Claimant or a duly authorized representative may submit, in writing, whatever issues and comments the Claimant deems pertinent. The Committee shall re-examine all facts related to the appeal and make a final determination as to whether the denial of benefits is justified under the circumstances. The Committee shall advise the Claimant in writing of its decision on the appeal, the specific reasons for the decision, and the specific Plan provisions on which the decision is based. The notice of the decision shall be given within 60 days of the Claimant’s written request for review, unless special circumstances (such as a hearing) would make the rendering of a decision within the 60-day period infeasible, but in no event shall the Committee render a decision regarding the denial of a claim for benefits later than 120 days after its receipt of a request for review. If an extension of time for review is required because of special circumstances, written notice of the extension shall be furnished to the claimant prior to the date the extension period commences.

          5.4 Designation of Beneficiaries. Each Participant shall designate in a writing prescribed by the Committee a Beneficiary(ies) and contingent Beneficiary(ies) to whom benefits due hereunder shall be paid. If any Participant fails to designate a Beneficiary or if the designated Beneficiary predeceases the Participant, benefits due hereunder at that Participant’s death shall be paid to his or her contingent Beneficiary or, if none, to the deceased Participant’s surviving spouse, if any, and if none, to the Participant’s children, per stirpes, and if none, to Participant’s parents, if surviving and, if not, to the deceased Participant’s estate. A Participant

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may change a Beneficiary designation in writing in accordance with the above procedures at any time prior to his death.

VI. MISCELLANEOUS

          6.1 Non-assignment of Interest. No right to or interest in any payment or benefit to a Participant shall be assignable by such Participant except by will or the laws of descent and distribution. No right, benefit or interest of a Participant hereunder shall be subject to anticipation, alienation, sale, assignment, encumbrance, charge, pledge, hypothecation or set-off in respect of any claim, debt or obligation, or to execution, attachment, levy or similar process, or assignment by operation of law. Any attempt, voluntary or involuntary, to effect any action specified in the immediately preceding sentence shall, to the full extent permitted by law, be null, void and of no effect; provided, however, that this provision shall not preclude a Participant from designating one or more Beneficiaries to receive any amount that may be payable to such Participant under the Plan after his death and shall not preclude the legal representatives of the Participant’s estate from assigning any right hereunder to the person or persons entitled thereto under his will, or, in the case of intestacy, to the person or persons entitled thereto under the laws of intestacy applicable to his estate.

          6.2 Successors. This Plan shall be binding upon and inure to the benefit of the Company, its successors and assigns and the Participants and their heirs, executors, administrators, and duly appointed legal representatives.

          6.3 Amendment and Termination. The Company may at any time modify or terminate this Plan by an amendment pursuant to an action that is approved by the Company, as evidenced in a writing that is executed by an appropriate officer or the Committee. An amendment to the Plan to effect a termination may, in the discretion of the Company, specify that all Accounts are fully vested. Prior to the occurrence of a Change in Control, the Company may terminate the Plan and thereupon distribute all vested benefits accrued hereunder, and no further Contributions to the Plan will be permitted. Upon any other Plan termination, no further Contributions to the Plan will be permitted, and distributions will be made in accordance with the distribution elections that were made by Participants in accordance with the terms of the Plan prior to its termination.

          6.4 Taxes. All payments made hereunder shall be subject to all taxes required to be withheld under applicable laws and regulations of any governmental authorities in effect at the time of such payments.

          6.5 Controlling Law. Except to the extent superseded by federal law, the internal laws of the State of Tennessee shall be controlling in all matters relating to the Plan, including construction and performance hereof.

          6.6 Plan Transfers. The Company may accept transfers of assets and/or liabilities with respect to nonqualified deferred compensation arrangements of entities acquired by the Company or an Affiliate in any merger, acquisition of assets or business unit or similar transaction or may transfer assets and/or liabilities with respect to the Plan to a sponsoring employer or grantor trust that acquires all or any part of its business operations, provided such

9

sponsoring employer agrees to assume such obligations and to operate the arrangement in accordance with section 409A of the Code. The terms and conditions pursuant to which the Company shall maintain any assets or assume any liabilities from a transferring arrangement shall be set forth in an exhibit hereto which exhibit shall be incorporated into this Plan as if set forth herein.

          6.7 Distribution Delays. Notwithstanding the applicable provisions of this Plan regarding timing of distribution of payments, the following special rules shall apply in order for this Plan to comply with section 409A of the Code: (i) to the extent any distribution is to a “specified employee” (as defined under section 409A of the Code) and to the extent such applicable provisions of section 409A of the Code and the regulations thereunder require a delay of such distributions by a six-month period after the date of such Employee’s separation from service with the Company, the provisions of this Plan shall be construed and interpreted so that no such distribution shall be made prior to the date that is six months after the date of the Employee’s separation from service with the Company, and (ii) in the event there are any payments under this Agreement that must be delayed for a period of six months following an Employee’s separation from service with the Company, in order to comply with section 409A of the Code, the amounts that would have been paid during such six-month delay shall be accumulated and paid to the Employee in a single lump sum within five business days after the end of such six-month delay.

          IN WITNESS WHEREOF, Capella Healthcare, Inc. has caused this instrument to be executed by its duly authorized officer effective as of the date first written above.

CAPELLA HEALTHCARE, INC.
By:	/s/ Cardyn Schneider
Its:	VP, Human Resources

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EX-10.27

EXHIBIT 10.27

* Portions of this exhibit have been omitted pursuant to a request for confidential treatment and have been filed separately with the Commission.

AMENDED AND RESTATED
COMPUTER AND DATA PROCESSING
SERVICES AGREEMENT

     This AMENDED AND RESTATED COMPUTER AND DATA PROCESSING SERVICES AGREEMENT, (“this Agreement”) is effective as of February 21, 2011, and amends and restates the agreement between the parties dated January 14, 2009, by and between HCA — Information Technology & Services, Inc., a Tennessee corporation (“IT&S”) which is an indirect, wholly-owned subsidiary of HCA Holdings, Inc., a Delaware corporation (“HCA”), and Capella Healthcare, Inc., a Delaware corporation (together with its successors and permitted assigns, hereinafter sometimes referred to as “Customer”).

W I T N E S S E T H:

     WHEREAS, IT&S is in the business of providing certain computer and data processing services as more fully set forth herein; and

     WHEREAS, Customer desires to purchase from IT&S the services described in this Agreement, and IT&S is willing to provide such services to Customer, all on the terms and conditions set forth herein;

     WHEREAS, Customer and IT&S are parties to those certain Computer and Data Processing Services Agreements dated as of November 30, 2005 and January 14, 2009 (the “Previous Agreements”), pursuant to which IT&S has provided Customer and certain of its Affiliates with services substantially similar to the services to be provided under this Agreement;

     WHEREAS, after the Parties began negotiation of this Agreement, but prior to its execution, IT&S began providing the Services for the pricing called for herein;

     WHEREAS, the Parties’ course of conduct has been consistent with the terms of this Agreement, and the parties’ intent is and has at all times been that this Agreement is to be effective as of the Effective Time; and

     WHEREAS, each of the Parties hereto wish to enter into this Agreement in order to supersede and replace the Previous Agreements as of the date hereof without any interruption in the continuity of services provided under the Previous Agreements, all of which shall continue to be performed under this Agreement unless otherwise expressly agreed.

     NOW, THEREFORE, in consideration of the premises and the mutual covenants and obligations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, IT&S and Customer agree as follows:

     1. Definitions. The following terms shall have the meanings set forth below:

     Additional Services. See the definition in Section 3(a).

     Affiliate. Any person or entity that Controls, is Controlled by or is under common Control with another person or entity.

     Atlas System. The proprietary intranet network currently provided by IT&S for use by Customer and its Affiliates to obtain information relevant to day-to-day operations.

     Assigned. See the definition of Assigned and related terms in Section 12(a) below.

     Base Fees. The fees set forth in the first table on Schedule B.

     Business Associate Agreement or BAA. The Business Associate Agreement between IT&S and Customer.

     Calculation Period. See the definition set forth in Sections 2(i) and (j) below.

     Change of Control. A transaction (or a series of related transactions) in which a person, entity (including a group of persons and/or entities acting in concert), or entities acquires Control of an entity or all or substantially all of its assets.

     Communication Lines. The telephone communication and diagnostic lines for data transmission with the Data Center and/or IT&S, whether dedicated or not.

     Complete Sunset. See the definition in Section 3(d) below.

     Consumer Price Index. The United States Consumer Price Index published by the United States Department of Labor, All Urban Consumers, United States City Average, All Items (which excludes food and energy) (1986=100), or such other successor index as the Parties shall agree in writing.

     Contract Entity. An Affiliate of Customer or an entity that is a party to a contractual relationship with Customer if the relationship involves more than providing information technology services (such as a party to a joint venture or a lease, management or general services arrangement with respect to a hospital or other entity that is not an Affiliate of Customer).

     Control. The ownership, directly or indirectly, of more than fifty percent (50%) of an entity. This definition shall also apply to the terms “Controlling” and “Controlled by.”

     Cure Period. See the definition set forth in Section 11(c) below.

     Customer Data. See the definition set forth in Section 8(a) below.

     Customizations. See the definition set forth in Section 3(b) below.

     Data Center. The IT&S Data Center(s) located in Nashville, Tennessee and/or any of IT&S’s Regional Data Centers containing computer processing equipment and the Software used

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by IT&S to provide the Services, or such other facilities as IT&S may establish from time to time.

     Delivered. See definition in Section 3(d).

     Divested Facility. See definition in Section 12(d).

     Documentation. The description of how to use the Services and their functionality and the related security policies and procedures with respect to the Services as most recently updated by IT&S pursuant to this Agreement.

     Effective Time. ___________________.

     Equipment. The computer hardware located at the Facilities and, to the extent used in connection with the Services, the computer hardware located at any Affiliate or Contract Entity.

     Facility/Facilities. The hospitals and other healthcare providers that are Affiliates of Customer or are owned by Customer or Affiliates of Customer.

     First Notice Date. See definition in Section 3(d).

     HCA Entities. Collectively, HCA Inc., its successors (if any), and Affiliates of HCA that receive information technology services from IT&S.

     HIPAA. The Health Insurance Portability and Accountability Act of 1996, Public Law 104-191.

     HIPAA Rules. The rules and regulations implementing the transaction and code set, privacy, security and other requirements set forth in the administrative simplification provisions of HIPAA.

     IT&S Software. The software listed in Schedule A hereto and identified as being owned by IT&S and any other software owned by IT&S that is used to provide any Services at any time during the Term, including Enhancements, upgrades and custom development to any of such software.

     IT&S Update. See definition in Section 3(c) below.

     Indirect Damages. See definition in Section 10(a) below.

     Initial Term. The period beginning on the effective date of this Agreement as set forth above and ending on December 31, 2017 unless earlier terminated pursuant to this Agreement.

     Malicious Code. See definition in Section 9(g) below.

     MEDITECH. Medical Information Technology, Inc. or its software, as context requires.

     Monthly Processing Fees. The fees for monthly service under this Agreement as more fully set forth in Section 2 and Schedule B.

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     New Software. See definition in Section 3(d) below.

     Operational Customer Data. See definition in Section 8(a) below.

     Parties. Collectively the individual entities which execute this Agreement.

     Previous Agreements. See definition in the recitals above.

     Qualifying Assignee. See definition in Section 12(a) below.

     Qualifying Damages. See definition in Section 2(d) below.

     Sale. See the definition in Section 12(a) below.

     Section 3(d) Period. See definition in Section 3(d) below.

     Service Level Agreements or SLAs. See definition in Section 7 below.

     Service Level Objectives or SLOs. See definition in Section 7 below.

     Services. The installation, support, training, maintenance, data processing and other services provided to Customer by IT&S pursuant to this Agreement, including all services provided under the Previous Agreements during the previous eighteen (18) months whether or not identified in this Agreement. “Services” includes the Wide Area Network and the Communications Lines.

     Software. The computer software identified in Schedule A hereto as either IT&S Software or Third Party Software (and any future additional software and/or replacement software) which is used by IT&S in providing the Services to Customer, including Enhancements, upgrades and custom development.

     Super User. A person responsible at the department level for having an understanding of System functionality and training of users in that department.

     Systems. The Equipment and Software functioning together, located at one or more Facilities, Affiliates and Contract Entities.

     Term. The Initial Term and, if applicable, any renewal term and the Wind-Down Period.

     Third-Party Software. The software owned by any third party that is licensed or otherwise made available to IT&S and used to perform Services now and in the future, including the software listed on Schedule A hereto and software used by third parties as application service providers.

     Third-Party Updates. See the definition set forth in Section 3(c)(1).

     Wide Area Network. The proprietary wide area network currently provided by IT&S for use by Customer, its Facilities, Contract Entities and Affiliates that receive Services hereunder

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and HCA Entities to deliver IT&S products and/or services (for example, e-mail, host application access, file transmission, Atlas System access).

     Wind-Down Period. See the definition set forth in Section 11(e) below.

     2. Services, Systems, Data, Payment.

          (a) IT&S shall provide, and Customer shall purchase from IT&S, the Services and/or licenses to the Software described in the Schedules hereto, upon the terms and subject to the conditions of this Agreement, for the benefit of Customer and the Facilities, Contract Entities and Affiliates that Customer may designate from time to time with respect to all or a portion of the Services.

          The Facilities set forth below shall convert directly to IT&S’s then current version of MEDITECH 6.0 (the “MCV”) for the fees also set forth below on a schedule to be mutually agreed upon by the Parties, but in no event later than December 31, 2012, unless another date is mutually agreed upon in writing by the parties.

Facility	Fee
Muskogee Regional Medical Center	$	*
National Park Medical Center	$	*
Saint Mary’s Regional Medical Center	$	*
Southwestern Medical Center	$	*
Capital Medical Center	$	*
River Park Hospital	$	*
Grandview Medical Center	$	*
Willamette Valley Medical Center	$	*

          The fees set forth above include the Physician Care Manager module, but do not include the Emergency Department module. The Emergency Department module is available for an installation fee of $* per Facility, plus monthly support costs of $* per Facility.

          IT&S agrees to provide Customer with HCA Entity base Order Set definitions to be included in the Customer standard clinical database. Customer shall indemnify IT&S for any claims related to the content provided by Customer. IT&S shall not have any obligation to provide updates to or otherwise maintain Order Set.

          IT&S shall provide Customer with the IT&S pilot clinical database including all reports developed as part of the pilot database. Customer shall be responsible for customizing this database into the Customer standard to be used for the implementations.

          Each Facility system implementation shall include the Master Patient Index conversion file and any other conversion files as normally provided by MEDITECH, Inc.

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          For each MEDITECH conversion, IT&S shall replicate in the MCV of each of the Facility MEDITECH Cloverleaf interfaces which are in place at the time of the conversion, at no additional charge to Customer.

          The Parties shall have the following respective installation responsibilities:

          Customer Responsibilities

          Customer shall be responsible for:

• Customer shall issue an operations directive providing for a single, consistent database standard across all Facilities

• Customer shall provide “top down” corporate communication and reinforcement to all Facilities

• Customer shall establish corporate governance protocols to ensure approval of any changes to established standards and to communicate processes to be followed

• Facilities’ operations will lead local systems acceptance

• Facility will be responsible for user adoption

• Customer is responsible for the purchase and installation of all required Facility-based Equipment

          IT&S Responsibilities

          IT&S shall be responsible for:

• Systems installation including Software and IT&S Regional Data Center hardware

• Installation of the approved standard dictionaries and configurations

• Training to the Super User level

• Guidance through testing and parallels

• Ongoing information technology management support

• After go-live transition to Client Support Services

• Ongoing reviews — for Customer at corporate level each quarter and at Facilities on an established cycle

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          IT&S will provide financing of the foregoing installation fees over the seven (7) year term of this Amended and Restated Agreement. In exchange for this financing, Customer shall pay a fair market value cost of capital add-on at *%; provided, however that IT&S shall * otherwise owed under the terms of this Amended and Restated Agreement.

          IT&S shall grant to Customer a discount of * dollars ($*) per year from the rates set forth in the Previous Agreements for existing MEDITECH Facilities. This discount shall be front-end loaded. Therefore, the discount for existing Facilities shall be provided as follows:

Year	Discount
2010	$*
2011	$*
2012-2017	$* per year
Total Discounts	$*

          In the event that significant changes are made to the electronic health record technology provisions of the American Recovery and Reinvestment Act of 2009 and/or the Health Information Technology for Economic and Clinical Health Act, including but not limited to a defunding of the programs, the parties agree to meet and discuss in good faith the effect of such changes, including the possibility of Customer halting implementation of Systems at Facilities where implementation has not yet commenced and Customer refunding discounts for such Facilities to IT&S.

          (b) Except as otherwise required by HIPAA, the HIPAA Rules, the Business Associate Agreement or the requirements of payers, IT&S shall designate certain coding and naming conventions for the form of Customer Data and shall provide to Customer the coding requirements for transmitting Customer Data to the Data Center and the treatment given to different account and processing codes used by IT&S. Except as provided above, IT&S reserves the right to make changes in operating procedures, coding and naming conventions, hardware and network configurations and applications and systems programming. IT&S shall provide Customer with notice of such changes as far in advance as possible, but in no event less than thirty (30) days. Customer shall be responsible for, and bear the cost of, (i) coding and transmitting Customer Data to the Data Center, (ii) supervising the conversion of its financial data into a form that can be processed by IT&S in accordance with the foregoing, (iii) determining whether it has complied with applicable accounting practices, (iv) determining whether it has complied with applicable state and federal regulations governing financial reporting obligations, (v) verifying the accuracy of Customer Data generated by Customer if, in Customer’s sole discretion, it chooses to perform such verification and (vi) maintaining prudent internal controls of reports and Customer Data.

          (c) If Customer requests that IT&S correct or reprocess data files because of erroneous input data or output records, IT&S will use its reasonable best efforts to perform such correction and reprocessing. Customer shall use commercially reasonable efforts to request any correction or reprocessing within three business days after production of the reports. If correction or reprocessing is requested because of an error attributable to IT&S or the negligence of IT&S,

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there shall be no charge for such rerun and IT&S shall perform such rerun within ten (10) business days unless the parties mutually agree that performing a rerun is impossible from a technical perspective, in which event IT&S shall promptly compensate Customer for any Qualifying Damages (as defined below) and correct any erroneous records without performing a rerun. In the event that the error is attributable to Customer’s erroneous input data or output records, IT&S will promptly determine whether it can perform the reprocessing and, if it can perform the reprocessing, will provide a reasonable cost estimate to Customer for such reprocessing services. Following mutual agreement on the cost, IT&S will perform the reprocessing services. If the parties are unable to agree on the cost for the reprocessing services, IT&S shall not perform such services. As used herein, “Qualifying Damages” means the direct and quantifiable damages incurred by Customer or any Contract Entity that result from an error attributable to IT&S hereunder (for example, the amount of an overpayment to an employee or vendor of Customer due to an error of IT&S or the amount of a vendor discount lost due to a delay in a payment processed by IT&S). For the avoidance of doubt, this subsection (a) is subject to the liability limits specified in Section 10 of this Agreement.

          (d) Customer shall pay IT&S on behalf of the Facilities, Affiliates and Contract Entities for the Services rendered and licenses granted in accordance with the terms and subject to the conditions contained herein and in the Schedules hereto. The prices set forth on Schedule B are subject to change as set forth in Sections 2(i) and (j) below. The monthly processing fees set forth in Schedule B and payable pursuant to subsection 2(g) below shall be the only fees and costs payable hereunder other than (i) amounts payable for travel under subsection (e) below, (ii) third party charges as detailed in Schedule B, (iii) interface development and deployment, which shall be charged in accordance with Schedule C, (iv) fees agreed upon in separate work orders signed by both Parties and (v) fees (if any) that become due under Section 3 below. Except as otherwise provided in Section 3(d), all third party costs due hereunder shall be allocated on an equitable basis among Customer, IT&S, all HCA Entities and all other customers of IT&S.

          (e) In the event that Customer makes a written request for the performance of on-site Services by IT&S, Customer shall pay the reasonable and customary travel expenses of IT&S personnel performing such Services for Customer, in accordance with IT&S’s standard business travel policies.

          (f) Unless otherwise provided herein, payment is due within thirty (30) days of the date of receipt of an invoice except to the extent that such amounts are the subject of a good faith dispute. Without limiting IT&S’s rights hereunder, any amounts not paid within thirty (30) days of the due date shall be subject to a late charge equal to the lesser of * percent (*%) per annum or the maximum amount allowed by applicable law; provided, however, that no late charge shall apply with respect to amounts reasonably disputed by Customer if written notice of such dispute is given to IT&S within fourteen (14) days of receipt of invoice; provided, however, that the interest on any disputed charges that are ultimately resolved against Customer shall accrue from the date payment would have otherwise been due. Disputes under this Section will be resolved pursuant to the procedure set forth in Section 12(f).

          (g) Customer’s processing fees are indicated in Schedule B and shall be charged with respect to each Facility, Affiliate and Contract Entity then designated by Customer

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to receive the Services in accordance with the scope of Services then designated by Customer to be received by such entity pursuant to Section 2(a) above. If IT&S changes the manner in which the Services are performed (for example, by electing to use more expensive software), such changes shall not result in any additional fee, charge or cost hereunder except as set forth in Section 3 below.

          (h) Added/Divested Facilities. The parties acknowledge that Customer may add or divest Facilities from time to time during the Term of this Agreement.

                    (i) Divested Facilities. In the event that, during the Term of this Agreement, Customer divests any Facility or Affiliate that is then receiving any Systems or Services hereunder (each a “Divested Facility”), then in such event, Customer and the purchaser may elect to have the purchaser of such Divested Facility enter into a new agreement with IT&S for the provision of Services and Systems on the same terms as this Agreement (other than the Term), at which time this Agreement shall terminate with respect to such Divested Facility and the fees charged hereunder with respect to the Divested Facility shall no longer be charged. Customer’s Monthly Processing Fees shall be reduced beginning on the date of such Facility’s last use of the System hereunder. IT&S shall provide the Services and Systems to the purchaser of the Divested Facility pursuant to a separate agreement for up to twenty-four (24) months after the closing of the divestiture (with the duration to be determined at the purchaser’s option) at the same prices as would apply under this Agreement. IT&S shall also promptly enter into good faith negotiations with the purchaser of the Divested Facility for either a transition to another provider or a continuation of the Services and Systems after the term selected by the purchaser and shall propose to the purchaser a time period and fees for such transition or continuing services prior to closing of the divestiture. Any legal or other expenses reasonably incurred by IT&S in connection with actions taken in relation to Customer’s divestiture of a Facility shall be paid by Customer. As set forth in Article 2 above and for the avoidance of doubt, in the event the party acquiring a Divested Facility chooses not to assume the remaining portion of any contract term and/or financing, Customer shall pay IT&S all of its unamortized capital outlay and pre-issued discount related to such Divested Facility.

                    (ii) Added Facilities. In the event that, during the term of this Agreement, Customer acquires from a third party, or constructs, a hospital or health care provider establishment, such an establishment shall become a Facility and shall receive Services hereunder if and to the extent designated pursuant to Section 2(a). Any such new Facility shall be entitled to a discount of * percent (*%) on Monthly Processing Fees for Clinical Systems and Patient Accounting for the first six (6) full calendar months after go-live and a discount of * percent (*%) on Monthly Processing Fees for Clinical Systems and Patient Accounting for full calendar months seven through twelve after go-live. If the go-live occurs other than on the first day of the month, the Monthly Processing Fees will be prorated over the number of days remaining in the month and the discounts will be applied beginning with the first full calendar month after go-live (For example, a Facility with a go-live date of May 15 will be charged a prorated license fee for May 15-31, without a discount, and then have the * percent discount referenced above applied in June through November with the * percent discount applied in December through May). All new acquisitions shall be converted to the MCV and shall be entitled to a * percent (*%) reduction in system fees. If the new Facility has met the federal standards for “meaningful use” set forth in 45 C.F.R. 170 et seq. (“Meaningful Use Status”), then

9

Customer shall have up to three (3) years to convert such Facility to the MCV. If the Facility has not achieved Meaningful Use Status, the conversion to the MCV shall occur within eighteen (18) months of the acquisition closing date.

     The installation fees for the MCV are as follows:

Facility Annual Net Revenue	Applicable Fee
More than $*	$	*
Between $* to $*	$	*
Less than $*	$	*

     In addition to the foregoing, the following Facilities which are currently using the HMS/CPSI solution shall convert to the MCV as offered by IT&S between 2013 and 2015 on a schedule to be mutually agreed upon by the parties. The installation fees for the MCV for these existing Facilities shall be * dollars ($*) per Facility.

• *

• *

• *

• *

• *

                    (i) No more than once annually and effective on January 1 during the Term, IT&S may increase the monthly processing fees charged pursuant to Schedule B by an amount equal to the lesser of * percent (*%) or the percentage increase in the Consumer Price Index for the Calculation Period immediately preceding the January 1 on which such change shall become effective. As used herein, the “Calculation Period” means the twelve month period beginning on July 1 and ending on June 30 of the year preceding the year for which the price increase shall become effective. Notice of any fee increase with respect to a Calculation Period must be received by Customer by August 1 immediately following the Calculation Period so that Customer may advise its Affiliates of the fee increase that will affect their budgets. For example, fees may be increased effective January 1, 2012 by an amount equal to the percentage increase in the Consumer Price Index for the Calculation Period beginning on July 1, 2010 and ending on June 30, 2011 if IT&S gives written notice of such increase to Customer by August 1, 2011.

                    (j) No more than once annually and effective on January 1 during the Term, IT&S may adjust the IT Services fees charged pursuant to Schedule B based on a review of Facility Net Revenue for the Calculation Period immediately preceding the January 1 on which such change shall become effective. As used herein, the “Calculation Period” means the twelve month period beginning on October 1 and ending on September 30 of the year preceding the year for which the price increase shall become effective. Notice of any fee adjustments with respect to a Calculation Period must be received by Customer by November 1 immediately following the Calculation Period so that Customer may advise its Affiliates of the fee adjustment that will affect their budgets. By way of example, fees may be adjusted effective January 1, 2012 by an

10

amount equal to the Facility Net Revenue Tiers pursuant to Schedule B for the Calculation Period beginning on October 1, 2010 and ending on September 30, 2011 if IT&S gives written notice of such adjustments to Customer by November 1, 2011.

          (k) Customer is only obligated to pay invoices for maintenance and support fees billed within one hundred and twenty (120) days of agreed billing dates and is only obligated to pay out-of-pocket expenses that are billed within one hundred and twenty (120) days of the provision of such services.

          (l) To the best of IT&S’s knowledge, Schedule A lists all of the Software necessary for provision of the Services except as set forth in Schedule D and/or as required from time to time pursuant to Section 3.

     3. New Services and Systems; Updates.

          (a) Additional Services. From time to time, IT&S may offer to perform and Customer may request IT&S to perform certain new activities for Customer (similar to, but not included in the Services provided hereunder), which Customer may purchase in its discretion (the “Additional Services”). These Additional Services may require Customer to pay additional fees, purchase additional Equipment or Communications Lines or license additional software, all of which shall be disclosed by IT&S to Customer in writing when it proposes or responds to Customer’s request for Additional Services. Unless otherwise agreed in writing, any hourly charges for Additional Services shall not exceed the hourly amount that may be charged for professional services pursuant to Schedule C. IT&S shall respond to Customer’s request for Additional Services within ten (10) days after Customer’s written request. IT&S shall not reject any reasonable Customer request for Additional Services including, without limitation, transition services during the Wind-Down Period (which shall be provided pursuant to Section 11(e) below). Customer shall not be obligated to accept any Additional Services except to the extent that Customer authorizes IT&S in writing to perform the Additional Services.

          (b) Customizations. From time to time, Customer may request that IT&S create enhancements, improvements, or other changes to the Software Systems (each a “Customization”). A “Customization” may include, without limitation, a new feature or function which improves the operation, performance, or efficiency of the Software, Equipment or infrastructure standards. IT&S shall respond to Customer’s request for Customizations within ten (10) days after Customer’s written request. IT&S shall not reject any reasonable Customer request for Customizations. Fees for Customizations shall be agreed upon in advance and paid for by Customer consistent with the terms of this Agreement and any amendment, work order, or other similar document agreed upon by the Parties. Unless otherwise agreed in writing, any hourly charges for Customizations shall not exceed the hourly amount that may be charged for professional services set forth in Schedule C.

          (c) Updates.

          (1) From time to time IT&S may update the Third Party Software or provide updates received from the licensor for Third Party Software (a “Third Party Update”). As used herein, the term “Third Party Update” means any fix, change or modification which affects the

11

operating performance or efficiency of the Third Party Software, but does not alter the basic functions that it performs. At the request of IT&S and at a mutually agreed time consistent with past practices (typically after all HCA Entities have implemented the Third Party Update), Customer will discontinue use of the then-current version of the Third Party Software and work with IT&S to implement and use the Third Party Update in accordance with the Documentation. In the event that Customer fails to use the Third Party Update as described herein, IT&S shall not be required to maintain or support the related third Party Software. Unless otherwise agreed by Customer in its sole discretion, IT&S shall not charge a fee to Customer for Third Party Updates, the implementation thereof (including any existing interfaces) or any related maintenance. Not in limitation of the foregoing, IT&S will use all commercially reasonable efforts to update the Software to meet the definition of an “EHR Module” as set forth in 45 C.F.R. 170.102 which has been tested and certified in accordance with the certification program established by the National Coordination for Health Information Technology as having met at least one certification criterion adopted by the Secretary of the U.S. Department of Health and Human Services. Customer acknowledges that IT&S will be dependent on certain Third Party Software suppliers to meet requirements of the American Recovery and Reinvestment Act (the “ARRA”). Customer further acknowledges that some of the requirements of the ARRA had not been created as of the Effective Time and that despite the fact that IT&S intends to make good faith efforts to comply with all requirements of the ARRA and its accompanying regulations, it cannot warrant compliance with standards that have not been set. Customer shall be responsible for implementing the Software and achieving user adoption.

          (2) From time to time IT&S may update the IT&S Software (an “IT&S Update”). As used herein, the term “IT&S Update” means any fix, change or modification which affects the operating performance or efficiency of the IT&S Software, but (A) does not alter the basic functions that it performs, (B) permits the IT&S Software to continue to function effectively in Customer’s distributed environment (i.e., does not require a centralized approach), (C) does not require significant changes in Customer’s business processes and (D) does not require significant expenditures by Customer for other software or additional Equipment or Communication Lines. At the request of IT&S and at a mutually agreed time consistent with past practices (typically after all HCA Entities have implemented the IT&S Update), Customer will discontinue use of the then-current version of the IT&S Software and work with IT&S to implement and use the IT&S Update in accordance with the Documentation. In the event that Customer fails to use the IT&S Software as described herein, IT&S shall not be required to maintain or support the related IT&S Software. Unless otherwise agreed by Customer in its sole discretion, IT&S shall not charge a fee to Customer for IT&S Updates, the implementation thereof (including any existing interfaces) or any related maintenance.

          (d) New Software. IT&S may, in its sole discretion, migrate to new Software (“New Software”) to replace any IT&S Software or Third Party Software which shall be offered to Customer by IT&S at a price to be determined as set forth below at the time of such offering; provided, however that the New Software (1) shall provide substantially all of the functionality as the Software that it replaces and (2) shall be suitable for use in Customer’s distributed environment and shall be implemented in a manner that permits it to function effectively in Customer’s distributed environment (i.e., shall not require a centralized approach).

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          Notwithstanding anything to the contrary contained in this Agreement, IT&S shall make available to Customer any and all Software or other developments that are offered generally to other IT&S customers, including HCA Entities. Such Software and developments will be provided to Customer on the same schedule that they are provided to other IT&S customers, including HCA Entities. Notwithstanding the foregoing, IT&S shall have no obligation to provide Software or developments where such Software or developments are licensed from third parties who refuse, after good faith requests by IT&S, to allow such provision of their products.

          If Customer elects not to implement the New Software, IT&S shall continue to support the Software that it was intended to replace during the Section 3(d) Period (as defined below) with the fees and charges not to exceed the fees and charges determined in accordance with Schedule B this Agreement and Customer may elect to continue to use the old Software for some or all of the Section 3(d) Period. The Section 3(d) Period shall be the longer of (A) * (*) months after the initial notification to Customer by IT&S of its final decision to migrate to New Software or (B) * (*) months after all of the HCA Entities have fully implemented the New Software. Notwithstanding the foregoing, if the change to New Software is due to either the full discontinuation of support of any Third Party Software (without a migration path to a new version or replacement software that is both commercially reasonable and fits within IT&S’s strategic plan as documented in its annual plans and discussed in its quarterly meetings attended by a Customer representative) or the termination or non-renewal of any Third Party Software other than as a consequence of breach by IT&S (each a “Complete Sunset”), the Section 3(d) Period shall end when the vendor of such Third Party Software stops providing support for it or when the license terminates or expires. IT&S shall notify Customer as soon as IT&S knows of any Complete Sunset and shall assist Customer with transition as requested by Customer. The foregoing provisions shall not apply to Software provided by MEDITECH, Inc. In the event that IT&S migrates to New Software to replace such MEDITECH software, IT&S shall continue to support the MEDITECH software through the then-current term of this Agreement plus any Wind-Down period.

          Customer may also at any time elect to use software not provided by IT&S instead of the New Software regardless of whether it has elected to continue use of the old Software for some or all of the Section 3(d) Period. IT&S shall, if requested by Customer, provide Additional Services (for which additional amounts may be charged pursuant to Section 3(a)) to Customer to assist with the transition to such other software and/or interfaces between the Services provided by IT&S hereunder and the other software selected by IT&S for use instead of the New Software.

          Following initial notification to Customer by IT&S of its final decision to migrate to New Software, IT&S shall use all commercially reasonable efforts to provide the following information in order to facilitate Customer’s transition decision, which shall be provided to IT&S within twelve (12) months of such initial notification: (i) the functionality of the New Software compared to the Software that it shall replace, (ii) the migration process and required training, (iii) preservation of Customer Data created or maintained by the old Software and how such pre-existing Customer Data may be accessed by and used with the new Software, (iv) any possible adverse impact on the SLOs or SLAs then in effect and compliance with applicable laws and regulations, (v) any additional training, hardware, communications, software or data that will be

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required, including any increase in direct or indirect costs to Customer that may result from the change and (vi) all costs of use of the New Software (consistent with the following paragraph). Notwithstanding the foregoing, Customer may at any time during the Term elect to implement the New Software and the Parties shall then work together to develop a plan for implementation on a mutually agreed timetable.

          IT&S shall promptly update the information listed above if it changes in any material respect or if additional information is developed or obtained by IT&S that is different from or relevant to the information listed above in any material respect. The Parties agree to negotiate in good faith with respect to whether the Section 3(d) Period should be extended or other action should be taken in order to minimize any adverse consequences to Customer that resulted from Customer’s reliance on the information listed above that is subsequently changed, corrected or supplemented.

          The charges for the New Software shall not exceed the reasonable, documented and quantifiable cost of Customer’s use of the New Software to the extent that such cost is incremental above the cost that IT&S has incurred or will incur for use of the New Software by IT&S, all HCA Entities and all other customers of IT&S. For example, if the New Software is Third Party Software with license fees based on the number of users, the cost to Customer hereunder shall be only the additional license fees due with respect to the number of employees designated by Customer to use the New Software and other types of incremental costs, as applicable. In addition, the Base Fees otherwise due with respect to the functionality that the New Software replaces shall no longer be charged if Customer elects to implement the New Software. Unless otherwise agreed in writing, any charges for implementation of the New Software or related expenses shall not exceed the rates for professional services set forth on Schedule C.

          (e) IT&S shall give Customer written notice of any proposed change in the Software at or above the level of a material new release (including the proposed use of Third-Party Software instead of IT&S Software but not fixes and regulatory updates to any current Software) and any proposed new Services as soon as IT&S is aware of the proposed change or new Services and in no event shall such notice be given later than internal IT&S approval of the change or new Service. For purposes of this Section 3(e), a new release shall not be considered material if it is routine or if it does not change the functionality of the software or the manner in which it is used by a majority of the users. IT&S shall also provide the opportunity for Customer to send a Customer employee as a representative to IT&S strategic planning sessions at least as often as quarterly so that Customer can stay abreast of and provide input on proposed changes to the existing Systems and review plans for new Systems.

     4. Software and Wide Area Network; Prohibited Uses.

          (a) The use of the IT&S Wide Area Network is expressly restricted to accessing the Software, Customer Data and Services provided by IT&S in the manner described in the Documentation. IT&S represents and warrants and Customer acknowledges that the Wide Area Network provided by IT&S to support Customer’s operation is proprietary. Customer and IT&S shall each comply with the Documentation, which describes the responsibilities and duties of IT&S and the Customer in respect of the Wide Area Network. Customer shall not reverse

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engineer the Wide Area Network in order to obtain access to proprietary data or for any other purpose not specifically authorized herein.

Customer shall not perform any of the following activities or any other activities not conforming to the stated use of the Wide Area Network and agrees to provide reasonable notification to employees at the Facilities that they shall not:

• Place any equipment on the Wide Area Network for the purpose of recording IT&S electronic communications or deciphering the content and structure of IT&S electronic communications;

• Access any piece or segment of the IT&S Wide Area Network of computing infrastructure via any telecommunications utility, for example, without limitation, Telnet and TCP/IP, other than as specified in the Documentation; or

• Take any other action which would have the effect of impeding or prohibiting normal operation of the Wide Area Network.

In addition to the foregoing, Customer will obtain approval from IT&S prior to adding any additional equipment or connections to the Wide Area Network, which approval shall not be unreasonably withheld, conditioned or delayed.

• Customer acknowledges and agrees that access to the IT&S Wide Area Network may be temporarily terminated at IT&S’s sole discretion (with notice to Customer) under the following circumstances:

• Customer engages in unauthorized use of the Wide Area Network as indicated in this Agreement;

• A Customer site generates a condition that interferes with the normal operation of the Wide Area Network, for example, without limitation, a hardware problem generating excessive network traffic or conflicting IP addresses are added to the network; or

• A non-Customer site generates a condition that interferes with the normal operation of the Wide Area Network and a Customer site is taken down as part of the process of identifying and remediating the problem.

With respect to any event caused other than by a malicious act of Customer or by unauthorized use of the Wide Area Network at a Customer Facility, IT&S will use its reasonable best efforts to ensure that access to the Wide Area Network is restored in a timely manner. With respect to any event caused by a malicious act or the unauthorized use of the Wide Area Network, access will be restored to the specific area in which the malicious act of the unauthorized use occurred when IT&S has received reasonable assurance from Customer that repeat acts or unauthorized use will not occur, but all access will be restored to all other areas as if the event had been caused by another type of event. IT&S will determine assurance in its reasonable discretion, recognizing that an interruption in service is likely to cause substantial harm.

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          (b) Subject to the terms in each of the licenses for Third-Party Software granted to IT&S and as set forth elsewhere in this Agreement, IT&S grants to Customer, for the Term of this Agreement, a non-transferable, non-exclusive license to use the Software as contemplated in this Agreement. In this context, “use” includes use by Customer, its Facilities, Contract Entities and/or Affiliates and medical service providers accessing directly or remotely the Software in the manner permitted by such Software and the Documentation.

          (c) Customer shall have no rights to the Software or to information (other than Customer Data) obtained from the Wide Area Network or the Atlas System not expressly granted under this Agreement. Without limiting the generality of the foregoing, Customer shall have no right to (i) alter the Software, (ii) create derivative works, (iii) distribute or sublicense the Software copies to third parties, (iv) incorporate additional software into the Software at the operating system or any other level, (v) incorporate the Software into any publicly available data base or (vi) reproduce the Software without IT&S’s prior written consent, which consent will not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, at Customer’s reasonable request, IT&S will work with Customer and Customer’s contractors from time to time to add software which will load or extract data from the Software and/or supplement the MEDITECH software (for example, to add the Iatric interface to provide information from the System to the electronic medical record).

          (d) Nothing herein shall be deemed to grant to Customer any ownership interest in the Software.

          (e) Customer shall not use the Software for any purpose other than as specifically permitted by this Agreement. Customer shall not alter or delete any copyright or other proprietary notices in the Software.

          (f) Customer shall have the right to copy Documentation to support use of the Software.

     5. Equipment, Installation.

          (a) If Customer purchases and installs Equipment (other than Equipment currently installed at each Facility and Contract Entity as of the date hereof), then Customer shall comply with the parameters set forth below and the installation guidelines in the Documentation. IT&S shall be fully responsible for the Communication Lines and the Wide Area Network. Selection of the most appropriate installation site for any additional Equipment within the Facility is Customer’s responsibility. At Customer’s request, IT&S will assist Customer in identifying installation sites, provided that in giving such assistance, IT&S makes no representation that any installation site is the appropriate site for Equipment. Proper installation may require the removal of walls or other alterations to the premises. Customer shall be responsible for any costs incurred in modifying the premises to accommodate the installation of any Equipment. Any damage to Customer’s Equipment and Software resulting from inadequate or incomplete site preparation for Equipment may not be covered by applicable maintenance agreements.

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          (b) With respect to any purchases and installations of new Equipment and Communication Lines, Customer shall perform the following to ensure adequate site preparation:

     (1) When reasonably required by IT&S, provide the IT&S representative with appropriate drawings indicating:

     i. the location and lay-out of the installation site;

     ii. the location of existing and proposed site wiring (power and communications) and the paths and lengths thereof; and

     iii. the location of other equipment capable of generating electrical noise, electromagnetic interference, heat, etc.;

     (2) Make alterations to the premises as reasonably necessary to meet wiring and other site requirements;

     (3) Provide and install all communication cables, wall jacks, special connectors and associated hardware;

     (4) Install all necessary power distribution boxes, conduits, grounds, lightening protection and associated hardware;

     (5) Install all required auxiliary power protection and air conditioning;

     (6) Provide reasonably required storage or service areas;

     (7) Use commercially reasonable efforts to ensure the environmental requirements of the Equipment are met;

     (8) Provide floor coverings and environmental systems that reasonably control static electricity build-up and discharge; and

     (9) Comply with all applicable federal, state and municipal laws, codes and regulations (including, without limitation, electrical, building, safety and health laws) with respect to activities to be performed hereunder by Customer.

     Clauses (1) through (9) above set forth only the minimum standards, are not intended to be comprehensive and do not modify the obligations of Customer to follow the reasonable instructions and recommendations of IT&S relating to the use of the Software and the Systems.

     In performing its obligations with respect to Communications Lines and the Wide Area Network, IT&S shall act in accordance with the warranties set forth in this Agreement and shall comply with all applicable federal, state and municipal laws, codes and regulations (including, without limitation, electrical, building, safety and health laws) with respect to activities to be performed hereunder by IT&S. During the Term, IT&S shall maintain workers’ compensation

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insurance as required by law for its personnel and such general comprehensive liability insurance and other insurance as Customer may reasonably request.

     IT&S shall not ask Customer to purchase any additional Equipment or replace any current Equipment unless such additional or replacement items are appropriate for the usage and environment of Customer, which may be significantly different from that of other entities for which IT&S provides information technology services. Customer acknowledges that if it elects not to purchase or replace Equipment as requested by IT&S, Customer shall not hold IT&S responsible for any loss of functionality or performance to the extent that such loss of functionality or performance is caused by the failure to purchase or replace Equipment as requested by IT&S.

     6. Maintenance and Support Services.

          (a) IT&S shall provide maintenance services for the Equipment through IT&S’s third-party maintenance providers and the IT&S Depot Maintenance as set forth in the Schedules to this Agreement. Customer shall have the right to use an alternative Equipment maintenance provider, provided that at least sixty (60) days’ prior written notice is given to IT&S and IT&S, in its reasonable discretion, approves such proposed alternative Equipment maintenance provider. In such cases, responsibility for vendor performance and system availability delivered via this Equipment will transfer solely to Customer.

          (b) Subject to availability, IT&S will provide additional on-site installation support to Customer at IT&S’s hourly rates in effect under this Agreement. In exchange for the fees set forth in Schedule B hereto, IT&S will provide customer assistance through its customer support center in a manner consistent with that provided to HCA Entities that receive similar services and Schedule F.

          (c) IT&S shall not be required to provide maintenance or support Services to any portion of the Software that has been altered by Customer (without the prior written approval of IT&S or as permitted under this Agreement or the Documentation) if such alteration adversely affects IT&S’s ability to provide such Services, as determined by IT&S in its reasonable discretion.

          (d) Customer may utilize other vendors of computer systems requiring interface with the Systems provided hereunder and, upon prior written notice to and approval by IT&S (which approval will not be unreasonably withheld, conditioned or delayed), IT&S shall cooperate with such vendors or Customer in the development and maintenance of necessary interfaces with the Systems, provided that nothing herein shall require IT&S to provide programming support in respect of such interfaces. IT&S will work with a third party vendor selected by Customer to supply, implement and test any IT&S existing interface transactions on a time and materials basis. Where feasible, IT&S will also adapt existing interfaces to add existing accessible data elements to transactions on a time and materials basis. IT&S will review data elements that do not exist on IT&S systems for potential additions on a time and materials basis but retains the right to reject such additions in its sole discretion. All costs and expenses incurred by IT&S pursuant to this paragraph shall be reimbursed by Customer at the IT&S billing rates in effect under this agreement for time and materials. Except as provided in this

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paragraph, IT&S shall have no obligation to provide Services for systems provided by a person other than IT&S or a vendor preferred by IT&S. All such Services shall be Customer’s responsibility and at Customer’s cost.

          (e) The provision of Services may result in the disclosure to IT&S of third-party confidential or proprietary information in possession of Customer and in which IT&S has no rights. Customer shall indemnify and hold harmless IT&S from the failure of Customer to obtain any third-party consents that may be required so that IT&S may provide the Services so long as IT&S has signed and acted in accordance with any non-disclosure agreements reasonably requested by Customer.

          (f) In the event Customer requires services beyond those provided in this Agreement, or as a result of Customer’s use of Software or Systems other than in conformity with applicable specifications, then to the extent that IT&S agrees to provide additional services, the services shall be provided at the rates then in effect under this Agreement.

          (g) IT&S agrees to make its Wide Area Network available to Customer for access and use by Customer and by the Facilities, Contract Entities and Affiliates of Customer that Customer may designate from time to time. IT&S agrees to make the Information Systems portion of Atlas System available to Customer for access by Customer, Facilities, Contract Entities and Affiliates of Customer in a manner consistent with the use under the Previous Agreements. Customer agrees that any information obtained by a Customer, Facility, Contract Entity or an Affiliate of Customer from the Atlas System, to the extent such information is not otherwise publicly available, will not be disclosed to third parties or used other than as required in the operation of Customer, the Facility, the Contract Entity or the Affiliate of Customer.

          (h) IT&S has provided Customer with a copy of its current disaster recovery plan. IT&S shall maintain a commercially reasonable disaster recovery plan in effect with respect to the Services throughout the Term and shall give Customer written notice from time to time of the individual named as disaster recovery administrator to manage the plan. IT&S shall promptly advise and provide to Customer copies of any material changes in the disaster recovery plan. The purpose of the disaster recovery plan will be to provide a cost-effective means to reduce the amount of the time required to restore the Services and system functionality in the event of a catastrophic failure at a single data center versus completely rebuilding the computing infrastructure and to satisfy the requirements of the HIPAA Rules. The plan will be periodically tested, and the results made available to Customer upon request. Upon Customer’s reasonable advance request, such testing will include one or more Facilities at mutually agreed dates and times, consistent with the operational needs, plans and abilities of both parties. The results of disaster recovery plan testing with respect to any Facility will be promptly provided to Customer. If the disaster recovery plan is implemented, IT&S shall not give priority or other preferential treatment to any HCA Entity or any other customer of IT&S but shall implement the disaster recovery plan on the same basis with respect to those entities, Customer, Affiliates of Customer, Contract Entities and Facilities that receive Services hereunder.

          IT&S shall allow Customer to designate one employee of Customer to attend the periodic IT&S meetings at which it reviews the disaster recovery plan and the results of testing.

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IT&S shall provide Customer with reasonable advance written notice of such meetings and allow the designated Customer employee to participate by conference call at Customer’s request.

     7. Customer Linkage, Meetings, Strategic Planning and SLAs. The IT&S Account Executive (“AE”) will continue to support the Customer locally and provide account management services. IT&S shall use commercially reasonable efforts to minimize changes in the person assigned as AE. IT&S shall replace the AE at the request of Customer for any reason identified by Customer that is not in violation of applicable law.

     The AE and Customer will conduct a joint effort to define overall Customer objectives and develop an information technology plan whereby IT&S can assist in meeting these objectives. This process will allow for long-range planning and budgeting for system growth, system requirements and resource planning to meet stated objectives. IT&S shall continue to cooperate and work with Customer to address confidentiality, security and privilege requirements, to satisfy the need to produce electronically stored information that is generated, transferred or maintained using the Services and to help implement such strategies and procedures as Customer may adopt from time to time to more effectively address its information management needs.

     IT&S and Customer have defined non-binding Service Level Objectives (“SLOs”) to serve as a benchmark for IT&S and Customer to periodically assess together the functioning and satisfaction level derived from the outsourcing relationship. SLOs are further defined in Schedule F. It is understood that the definition of the SLOs may be changed over time as mutually agreed by the parties. Customer and IT&S agree to comply with their respective responsibilities as set forth in Schedule F.

     IT&S shall provide monthly reports to Customer describing the actual performance with respect to each SLO and the difference between such actual performance and the standard set forth in Schedule F with respect to the performance of IT&S with respect to each of (i) Customer, (ii) all HCA Entities and (iii) in the aggregate, all other customers of IT&S that receive services that are reasonably similar to some or all of the Services. The monthly reports shall be provided to Customer within fifteen (15) days after the end of each calendar month and shall provide a reasonably detailed explanation of the reason for any shortfall in actual performance of each SLO for Customer and the action that needs to be taken to eliminate such shortfall.

     The Parties shall each participate in quarterly meetings to discuss (a) strategic planning, (b) the monthly SLO reports and whether the SLOs should be revised, (c) after SLAs are established as described below, the monthly SLA reports and whether the SLAs should be revised and (d) any and all other issues that Customer may raise with respect to the subject matter of this Agreement.

     Within twelve (12) months after the date hereof and every twelve (12) months thereafter, the Parties shall determine a minimum level of performance (the “Service Level Agreements” or “SLAs”) that shall be required for the remainder of the Term with respect to levels of service hereunder (instead of the SLOs) and shall be set forth in a Schedule to this Agreement.

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     The Schedule describing the SLAs shall set forth each activity to be measured, the level to be achieved, the frequency with which each SLA shall be measured and reported to Customer, the monetary credit Customer shall receive against a future payment due to IT&S if the SLA is not achieved in the relevant period and the circumstances of any earnback. In establishing the SLAs, the Parties may consider the SLOs and SLA’s used during the preceding twelve (12) months by Customer, HCA Entities and other customers of IT&S, requirements of applicable law and incentives and requirements of payors.

     If the Parties fail to agree on the SLAs by the dates set forth above, the failure to agree shall be deemed a dispute and shall be subject to the dispute resolution procedures under Section 12(f) below. When the initial and subsequent SLAs are agreed upon, the Parties shall promptly enter into an amendment to this Agreement to the extent reasonably necessary to document that such SLAs have been agreed upon and to provide that they shall be reported and reviewed instead of the SLOs or any previous SLAs. The amendment shall also provide that the amount of any performance credits due with respect to any SLA shall be paid within thirty (30) days after they are determinable if it is unlikely that there will be future payments due to IT&S hereunder against which such amounts may be credited in full. The SLAs agreed upon may measure different and additional aspects of performance than were previously measured as SLOs.

     The repeated or chronic failure of IT&S to perform in accordance with one or more SLAs shall constitute a breach of this Agreement which shall give Customer the right to terminate this Agreement and avail itself of any other rights and remedies under this Agreement and/or applicable law if the failure continues for more than the thirty day cure period set forth in Section 11(c).

     IT&S has implemented and shall continue to utilize shared resource planning and a revised customer service/support model as discussed with Customer and summarized on Schedule E. Customer’s priorities shall be considered by IT&S and its parent organization when they are prioritizing strategic objectives for information technology.

     8. Confidentiality; Proprietary Rights.

          Notwithstanding the following or any other provision of this Agreement, the Business Associate Agreement shall take precedence over and supersede this Section 8 and any other provision of this Agreement to the extent of any conflict or inconsistency between the terms of the Business Associate Agreement and the terms of this Agreement.

          (a) As between IT&S and Customer, any and all PHI, data, e-mails, information, reports and materials of or relating to Customer, any of its Facilities, Contract Entities or Affiliates or any of their patients stored by IT&S, transmitted by IT&S or generated by IT&S (except as provided below) in the course of performing the Services and all portions, versions (whether de-identified or not), compilations or aggregations thereof (collectively, “Customer Data”) are and shall remain the sole and exclusive property of Customer; provided, however, that all e-mails, reports and other materials that IT&S generates solely for its internal purposes in connection with performing its obligations hereunder or administering this Agreement shall not be considered “Customer Data”. IT&S shall have the right to use the Operational Customer Data (as defined below) as reasonably necessary to perform Services

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hereunder and to document its overall disaster recovery planning and other compliance activities. As used herein, “Operational Customer Data” means any Customer Data regarding the Services and Systems that are included in records of IT&S maintained in the ordinary course of its business, such as statistics regarding SLOs and the results of any disaster recovery testing involving Customer Facilities. IT&S shall provide all Customer Data (or portions thereof) to Customer as soon as practicable, but no later than thirty (30) days of the receipt of Customer’s request for such data or materials; provided, however, that IT&S may retain a copy of the Operational Customer Data (subject to the confidentiality provisions of this Agreement and the Business Associate Agreement) solely for compliance with applicable laws and regulations and resolution of any dispute arising under this Agreement until the applicable limitations period has expired, at which time IT&S shall, at Customer’s request, either return all of the Operational Customer Data to Customer or certify in writing to Customer that all of it has been destroyed. Notwithstanding the foregoing, (i) IT&S shall maintain copies of Customer Data for such periods of time as are required under this Agreement and for such other periods of time as IT&S, in its sole discretion, shall deem to be advisable.

          (b) IT&S warrants that it will retain all information belonging to Customer in confidence and will neither use it nor disclose it to anyone without the prior written consent of Customer. Notwithstanding the foregoing, to the extent that IT&S is requested (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any information required to be kept confidential pursuant to this Section 8, IT&S agrees to maintain the confidentiality of such information and to provide prompt notice to Customer, so that Customer may seek an appropriate protective order or waive compliance by IT&S with this Section 8. If, in the absence of a protective order or the receipt of a waiver by Customer hereunder, IT&S is, nonetheless, in the reasonable written opinion of counsel, legally required to disclose such information, IT&S may disclose such information, and IT&S shall not be liable pursuant to this Section 8; provided, that (i) IT&S shall furnish only that portion of the information which it is advised by counsel to disclose and (ii) IT&S shall exercise its reasonable efforts to obtain assurance that confidential treatment will be accorded to the disclosed portion of the information. Moreover, nothing in this Agreement shall prevent IT&S from disclosing confidential information in any proceeding in which it is in an adversarial position to Customer.

          (c) IT&S will provide, and Customer agrees to comply with, reasonable security measures and procedures designed to (i) limit access to the Software and Customer Data to authorized personnel and (ii) minimize the possibility of unauthorized access. IT&S reserves the right to issue and change security procedures from time to time with notice to Customer, including passwords and user identification numbers, which may require acquisition and installation of additional applications, tools and/or equipment at Customer cost. Customer shall be responsible for safeguarding and controlling the use of passwords and user identification numbers assigned by IT&S.

          (d) During the Term of this Agreement and thereafter, Customer shall keep confidential all information pertaining to the use or operation of the Software, disclosing such information only to those persons who need to have such information in order to utilize the Systems. Each party shall promptly inform the other of any suit or action instituted against it

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based upon a claim that the Software, Services or any portion thereof misappropriates or infringes a patent, copyright, trade secret or other proprietary right of a third party.

          (e) The Software may include proprietary and copyrighted data or programs of third parties. Such data and programs are supplied to Customer pursuant to express authority of such third parties in licenses and agreements with IT&S.

          (f) IT&S understands that Customer may from time to time evaluate how information is accessed, stored and transmitted using the Services with respect to a variety of legal requirements, including confidentiality, privilege and searchability. As part of the Services. IT&S shall work with client to implement such changes as Customer may reasonably request from time to time in order to better satisfy these needs.

     9. Warranties. Subject to the limitations of this section and Section 10 hereof and subject to such limitations as are expressly provided elsewhere in this Agreement, IT&S represents and warrants that:

          (a) The Services provided by it hereunder shall be performed, in all material respects, in a professional, timely and workmanlike manner and shall be as described in this Agreement, the Documentation and the Schedules hereto. Without limitation of the foregoing, the Services shall be of a quality and timeliness at least equal to (i) comparable services provided by IT&S to HCA Entities and/or its other customers during the Term of this Agreement and (ii) comparable services previously provided by IT&S under the Previous Agreements except to the extent that changes are made during the Term pursuant to Section 3 or other provisions of this Agreement that adversely affect the quality and timeliness of the Services.

          (b) IT&S has the legal right to license or sublicense to Customer the Software and to perform the Services. IT&S makes no warranties of any kind in connection with the services provided by any telephone company. IT&S makes no warranties of any kind with respect to the Equipment. Customer must look solely to the manufacturer of such Equipment for any warranties relating thereto.

          (c) IT&S owns all right, title and interest in and to the Software, Documentation and other proprietary material provided under this Agreement, or otherwise has the right to grant to Customer the license to use same as set forth in this Agreement without violating, misappropriating or infringing upon any rights of any third party and without breach of any third-party license to IT&S.

          (d) In the event of any actual or threatened suit by any third party based on an alleged violation, infringement, misappropriation or breach by IT&S of the rights of any third party, IT&S shall use all commercially reasonable efforts to ensure that Customer may continue use of the Software and the Documentation in accordance with this Agreement.

          (e) The Software shall perform in accordance with the Documentation; provided, however, if a Customer makes an unauthorized modification to the Software, then this warranty shall not apply to the extent that the problem was caused by the unauthorized modification.

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          (f) Each of IT&S’s employees, agents or representatives assigned to perform services hereunder shall have the proper skill, training and background so as to be able to perform in a competent and professional manner and all work will be so performed in a manner compatible with Customer’s business operations at its premises.

          (g) The Software provided under this Agreement, at the time it is supplied and throughout the Term hereof, be completely free of any virus, rouge program, time bomb, turn off instruction, or any other device however characterized that is potentially damaging to the Software, materials provided, other programs, data, computer hardware, computer software, telecommunications equipment or any other material or device in any manner whatsoever (collectively, “Malicious Code”). Throughout the Term of this Agreement, IT&S shall use commercially reasonable efforts to check the Software for Malicious Code and take appropriate action to prevent the propagation of Malicious Code in connection with the Services.

          (h) Customer is not an alpha or a beta site for the Software and will not be for any new services unless the prior written consent of Customer’s Chief Information Officer or Chief Executive Officer is obtained. Notwithstanding the foregoing, Customer acknowledges and hereby grants consent for one or more of the Facilities to be an alpha or beta site for the installation of the MCV upon mutual agreement of the Parties as to the selection and timing of such installation.

          (i) The average service levels (as measured by the SLOs or SLAs then in effect) with respect to the Services provided in any calendar quarter during the Term of this Agreement (including the Wind-Down Period) shall not be less than the service levels for the comparable SLOs or SLAs and services rendered to any HCA Entity that receives services from IT&S during the same calendar quarter.

          (j) The Documentation accurately reflects the functionality of the Services and the security policies and procedures as of the Effective Time and shall be promptly updated by IT&S during the Term of this Agreement to reflect any changes in the Services. The Documentation shall be complete and of a quality which shall enable a trained user to utilize the Services as contemplated by this Agreement. IT&S shall make the Documentation available on the Atlas System to the same extent that it is made available to HCA Entities and other customers of IT&S. IT&S shall give Customer advance notice of any material changes in the Documentation with respect to new releases and any material changes in the security policies and procedures included therein. Changes in Documentation shall not adversely affect the scope of the warranty set forth in Section 9(a) above except for changes in Documentation that are made to reflect changes made in the Software pursuant to Section 3 above.

          (k) The Services include data backup, disaster recovery and other functionality sufficient to enable Customer to satisfy the HIPAA Rules with respect to privacy and security.

          (l) Prior to expiration of the license for the Software, IT&S shall use commercially reasonable efforts to either renew or extend said license or enter into a license for functionally comparable alternative software.

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     IT&S shall use commercially reasonable efforts to develop modifications to the System to comply with changes in United States federal, state and local regulatory requirements. Such regulatory modifications will be developed at no charge for those locations where HCA Entities are situated. In the event the regulatory change occurs in a location where there are no HCA Entities but there are other IT&S customers, IT&S shall use all commercially reasonable efforts to modify the System on a “Fair Share Basis.” As used herein, “Fair Share Basis” means all charges will be incurred on a time and materials basis with costs divided among all of the Customer Facilities and other customers affected by a given modification, determined by the relative number of beds at such entities. In the event the regulatory change occurs in a location where there are no HCA Entities or other IT&S customers, then upon Customer’s request, IT&S shall enter into good faith negotiations with Customer to establish fees and schedules for complying with such regulatory modifications.

     THE FOREGOING WARRANTIES ARE THE EXCLUSIVE WARRANTIES UNDER THIS AGREEMENT AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT FOR THE EXPRESS WARRANTIES AND COVENANTS HEREIN, CUSTOMER EXPRESSLY WAIVES AND SHALL NOT MAKE ANY CLAIM OF ANY KIND AGAINST IT&S ARISING OUT OF THE FAILURE OF PERFORMANCE OF ANY PIECE OF EQUIPMENT, OF IT&S SOFTWARE OR THIRD-PARTY SOFTWARE, OR ARISING OUT OF THE BREACH OF ANY WARRANTY PROVIDED BY THE MANUFACTURER OF SAID EQUIPMENT. IT&S SHALL PASS THROUGH TO CUSTOMER THE BENEFITS OF ANY EXPRESS WARRANTIES RELATING TO THE EQUIPMENT, AND SHALL ASSIST CUSTOMER WITH ANY SUCH WARRANTY CLAIMS.

     10. Limitation of Liability.

          (a) Neither Party shall be liable to the other for any failure or delay in the performance of its obligations under this Agreement if such failure or delay arises out of a cause beyond the reasonable control of such party; provided, however, that the foregoing shall not apply to IT&S if IT&S has failed to promptly and successfully implement its disaster recovery plans as represented to Customer herein and such failure or delay in performance would have been avoided or reduced by such implementation. Such causes beyond the reasonable control of a Party may include, without limitation, acts of God, a public enemy, civil or military authority, fires or other catastrophes, delays in transportation, riots or war. Failure to comply with the terms of this Agreement or the Documentation may result in serious damage to Customer’s Equipment, Software and Facilities. IT&S shall have no liability for damage to the extent that it resulted from Customer’s failure to comply with the terms of this Agreement or the Documentation provided by IT&S to Customer.

          Should the Software and/or the Services hereunder be made the subject of any claim alleging misappropriation or infringement of any patent, copyright, trade secret, trademark or other intellectual property rights of any third person, IT&S’s sole liability shall be, at its option, to procure the right to use the Software and provide the Services free of such liability or to replace or modify the Software and the Services to make them non-infringing or not use the

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alleged misappropriated intellectual property while maintaining equivalent functionality and to not charge Customer for the cost of any necessary training and interfaces necessary for transition to such non-infringing Software and/or Services. No person providing data or programs in the Software shall be deemed thereby to be engaging in the practice of medicine or dispensing medical services.

     IN THE EVENT OF DELAYS, ERRORS OR OMISSIONS IN PROCESSING OR IN PROVIDING OR FAILING TO PROVIDE ANY OTHER SERVICES PROVIDED BY IT&S HEREUNDER, IT&S SHALL USE ITS REASONABLE BEST EFFORTS TO CORRECT SUCH ERRORS OR OMISSIONS, TO MAKE SUCH SERVICES AVAILABLE AND/OR RESUME PERFORMING SUCH SERVICES AS PROMPTLY AS REASONABLY PRACTICABLE AND AT NO ADDITIONAL CHARGE. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (COLLECTIVELY, “INDIRECT DAMAGES”) ARISING OUT OF THE PERFORMANCE OR BREACH OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, OR ANY INDIRECT DAMAGES ARISING WITH RESPECT TO A LOSS OF DATA OR BUSINESS INTERRUPTION. THE FOREGOING SHALL NOT AFFECT ANY LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR IN CONNECTION WITH A LOSS OF DATA OR BUSINESS INTERRUPTION.

     EXCEPT AS PROVIDED BELOW, EACH PARTY’S LIABILITY TO THE OTHER FOR ANY OTHER DAMAGES CAUSED BY OR RESULTING FROM THE PERFORMANCE OR BREACH OF THIS AGREEMENT, WHETHER IN TORT, CONTRACT OR OTHERWISE, SHALL BE LIMITED IN EACH CASE TO AN AMOUNT EQUAL TO THE FEES PAID HEREUNDER DURING THE PRECEDING * (INCLUDING, IF THIS AGREEMENT HAS THEN BEEN IN EFFECT FOR LESS THAN *, AMOUNTS PAID IN THE MOST RECENT * UNDER THE PREVIOUS AGREEMENTS AS IF THEY HAD BEEN PAID HEREUNDER). AT CUSTOMER’S OPTION, ANY SUCH AMOUNTS SHALL EITHER BE APPLIED AS A CREDIT AGAINST FUTURE FEES HEREUNDER OR IT&S SHALL PAY SUCH AMOUNT TO CUSTOMER WITHIN THIRTY (30) DAYS AFTER WRITTEN NOTICE FROM CUSTOMER.

          (b) Notwithstanding the foregoing, the limitations of liability shall not apply to (i) the indemnification obligations set forth in this Section 10, (ii) breach of the confidentiality provisions set forth in Section 8 hereof or (iii) any act or omission that constitutes fraud, willful or wanton misconduct, gross negligence or other egregious conduct.

          (c) Customer shall indemnify and hold harmless IT&S from and against any loss, damage or liabilities (including, without limitation, attorneys’ fees) resulting from claims, actions or lawsuits (“Losses”) asserted by or on behalf of third parties or which result from governmental action or are otherwise asserted against IT&S only to the extent that such Losses are determined by a judgment of a court that is binding, final and not subject to review on appeal to have resulted primarily from Customer’s fraud, willful misconduct, negligence or breach of the confidentiality provisions set forth in Section 8 hereof. IT&S will indemnify and hold

26

harmless Customer from and against any Losses asserted by or on behalf of third parties or which result from governmental action or are otherwise asserted against Customer only to the extent that such Losses are determined by a judgment of a court that is binding, final and not subject to review on appeal to have resulted primarily from IT&S’s fraud, willful misconduct, negligence or breach of the confidentiality provisions set forth in Section 8 hereof or any breach of the Business Associate Agreement.

     11. Term; Termination; Breach.

          (a) This Agreement shall become effective at the Effective Time and shall continue during the Term, unless earlier terminated pursuant to the provisions of this Section 11, in which event this Agreement shall terminate upon the effective date of termination, as described in paragraph (b) below. The Previous Agreements shall automatically terminate immediately prior to the Effective Time, provided, however, that such termination shall not affect the respective rights and responsibilities of the parties to the Previous Agreements to the extent that they arose prior to such termination and are not affected by this Agreement.

          (b) This Agreement, and the Services and Systems provided hereunder, may be terminated prior to the expiration of the Term only as follows:

     (1) by either Party with cause (if not cured within the cure period after notice as described in paragraph (c) below), by the giving of written notice by either party, in which event such termination shall be effective sixty (60) days after the giving of such notice;

     (2) by either Party in the event that the non-terminating Party files a proceeding, or has an order for relief entered with respect to it, under any federal or state bankruptcy laws now or hereafter in effect, by the giving of written notice by the other Party, in which event such termination shall be effective sixty (60) days after the giving of such notice;

     (3) by Customer upon written notice to IT&S in the event of a Change of Control of Customer pursuant to Section 11 (g) below; or

     (4) by either Party if it elects to not renew this Agreement in accordance with Section 11 (d) below.

          (c) In the event of a breach of any obligation or covenant under this Agreement by Customer or IT&S, other than the obligation to pay money (other than payments disputed by Customer or IT&S in good faith), the party not in breach may give the party in breach written notice of the specifics of the breach and the party in breach shall have thirty (30) days (the “Cure Period”) in which to cure such breach or cause the breach to be cured. If the breach is not cured, or waived by the non-breaching party, within the Cure Period, then the non-breaching party shall be entitled to pursue any remedies it may have by reason of such breach. The non-breaching party’s remedy with respect to any breach which is not cured or waived within the Cure Period shall include, without limitation, terminating this Agreement with cause and/or commencing legal action against the other party for damages related to such breach. Failure to terminate this Agreement shall not serve to waive any breach hereof. If either party

27

commences legal action alleging any breach of this Agreement, the non-prevailing party shall pay all costs and reasonable attorneys’ fees incurred by the prevailing party in connection therewith.

          (d) This Agreement shall automatically renew for successive additional twelve (12) month terms, unless Customer notifies IT&S of its intention not to renew at least one hundred and eighty (180) days prior to the expiration of the Initial Term or any renewal term or unless IT&S notifies Customer of its intention not to renew at least twelve (12) months prior to the expiration of the Initial Term or any renewal term. Such renewals shall be for the fees and prices then in effect for IT&S’s services or such other amounts as the parties may negotiate, but in no event less than the total fees charged by IT&S to Customer during the preceding twelve (12) months.

          (e) If Services will no longer be provided under this Agreement due to the expiration of this Agreement, either Party’s decision not to renew or termination under any other circumstances, Customer shall within sixty (60) days after it has given or received notice of the non-renewal or termination, specify in writing the period of time that Customer estimates will be necessary to complete the de-installation of the Services and Systems and transition to another information technology system (such period not to extend more than thirty-six (36) months after the expiration of the Initial Term or the then current renewal term). The period commencing after the expiration of the Initial Term or the then current renewal term and ending on the date determined above may be referred to as the “Wind-Down Period.” If Customer fails to specify the Wind-Down Period as provided herein, the Wind-Down Period shall be twenty-four (24) months, unless otherwise agreed. Customer shall have the right to immediately begin an orderly de-installation of the Services and the Systems as set forth herein; provided, however, that such a de-installation shall not otherwise relieve Customer and IT&S of their respective obligations stated elsewhere in this Agreement. IT&S shall, to the extent requested by Customer during the Wind-Down Period, continue to provide all Services hereunder and shall provide (as Additional Services) reasonable assistance to Customer to transition to another service provider or to provide the services itself.

          (f) During the Wind-Down Period, the parties will establish and implement a mutually acceptable de-installation plan, having due regard for the cost and quantity of Services provided by IT&S during the Wind-Down Period. During the Wind-Down Period, the remaining provisions of this Agreement shall continue in effect. In addition, the service levels (as measured monthly by the SLOs or SLAs then in effect) for the Services during the Wind-Down Period shall not decline below the service levels for the same SLOs or SLAs that were achieved during the twelve (12) months preceding the Wind-Down Period, except as the wind down itself affects the SLOs or SLAs.

          (g) Customer (or any person or entity that Controls Customer as a result of a Change of Control of Customer) may terminate this Agreement at any time after a Change of Control of Customer by giving written notice to IT&S specifying: (1) the effective date of such termination; and (2) the length of the Wind-Down Period. The fees effective after such termination shall be as follows:

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     (i) If the Change of Control of Customer occurs before January 1, 2014, the fees for the services listed in the first table of Schedule B that shall apply during the Wind-Down Period shall be the greater of the Minimum Monthly Base Fees or the Base Fees that would otherwise be due under this Agreement until December 31, 2013, and thereafter the Base Fees shall be determined in accordance with Schedule B. As used herein, the “Minimum Monthly Base Fees” means the Base Fees due for the month immediately preceding the month in which the Change of Control of Customer occurred. The Change of Control of Customer shall be deemed to have occurred upon the closing of the transaction (or the last of any series of related transactions) that is necessary to effect the Change of Control. If the Minimum Monthly Base Fees do not apply, then the Base Fees shall be due pursuant to Schedule B and shall decrease to the extent that Facilities stop using some or all of the Services during the Wind-Down Period.

     (ii) If the Change of Control occurs on or after January 1, 2014, the fees shall be as set forth in this Agreement.

          As set forth in Article 2 and for the avoidance of doubt, in the event the party acquiring the Customer chooses not to assume the remaining portion of any contract term and/or financing, Customer shall pay IT&S all of its unamortized capital outlay and ratable pre-issued discount related to such Change of Control. Any termination under this Section shall not modify or affect any amounts due with respect to Services provided prior to the effective date of such termination.

          (h) Following termination of this Agreement and upon IT&S’s request, Customer shall deliver to IT&S all Software and related documentation (including copies thereof) or, at IT&S’s option, shall deliver to IT&S a sworn statement certifying that all Software and related documentation have been destroyed except for an archival copy that may be retained in order to (i) defend or assert any claim of IT&S or any third party, (ii) access and/or transition the Customer Data to a new system and/or (iii) to satisfy the requirements of applicable laws and regulations.

     12. Miscellaneous

          (a) Assignment. Except as set forth herein, neither this Agreement, nor any of the rights, licenses or duties set forth herein, may be Assigned (as defined below) by either Party without the prior written consent of the other Party except:

     (i) an Assignment at any time by either Party (including without limitation a Sale (as defined below) that does not constitute a Change in Control of the ultimate parent of either Party) to an Affiliate of the Party that has all technical and financial resources necessary to continue to perform the Assigning Party’s obligations hereunder and confirms in writing that it will be bound by all of the Assigning Party’s obligations hereunder,

     (ii) an Assignment by Customer at any time in connection with a Sale of Customer or

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     (iii) after the SLAs have been agreed upon in writing by both Parties in accordance with Section 7 above, for an Assignment by IT&S to a Qualified Assignee (as defined below) in connection with the Assignment to the Qualified Assignee of responsibility to perform and satisfy all other obligations with respect to information technology services for all HCA Entities and Customer for the remainder of the Term, regardless of whether such Assignment involves a Sale of IT&S or a Change of Control of IT&S.

This Agreement shall be binding upon, inure to the benefit of, and be enforceable by the parties hereto and their respective successors and permitted assigns.

          As used herein, the term “Assigned” and all capitalized variants of the word “Assign” refers to any transaction or series of related transactions that involves or results in the transfer or assignment, directly or indirectly, of this Agreement or any rights or duties hereunder, whether or not by operation of law, including, without limitation, any merger, consolidation, dissolution, liquidation, assignment or other transfer, whether or not the Assignment is in connection with a Sale (as defined below). As used herein, “Sale” means an Assignment that involves or results in the transfer, directly or indirectly, of all or substantially all assets of a Party to any person and/or entity that was not previously in Control of the Party or any merger, consolidation, dissolution, liquidation, sale of ownership interests (including, without limitation, a public offering of stock of the Party) or any other transaction that involves a change in Control from the persons and/or entities that Controlled the Party before the transaction.

          As used herein, the term “Qualifying Assignee” means an entity that satisfies all of the following conditions: (i) it has the financial and technical resources necessary to continue to perform the obligations of IT&S hereunder and (ii) it confirms to Customer in writing that it will perform all obligations and satisfy all liabilities of IT&S hereunder, including satisfaction of all SLAs and providing the Services on a distributed, non-centralized basis that will allow Customer to function effectively in Customer’s distributed environment in accordance with its then current business practices.

          (b) Access to Books and Records. Upon written request of the Secretary of Health and Human Services or the Comptroller General or any of their duly authorized representatives, IT&S shall make available to the requesting party those contracts, books, documents and records necessary to verify the nature and extent of the cost of providing its services. IT&S shall cause such materials to be available for inspection for at least four (4) years after the rendering of such Services and Systems. If IT&S carries out any of the duties of this Agreement with a value of $10,000 or more over a twelve (12) month period through a subcontract with a related individual organization, IT&S shall include this requirement in all such subcontracts. The parties agree that any attorney-client, accountant/client or any other legal privilege shall not be deemed waived by virtue of the provisions of this Section 12.

          (c) Taxes. The prices and amounts specified to be payable by Customer hereunder do not, unless otherwise noted, include any sales, use, excise, value added, utility or other similar tax or charge which may be or hereafter become applicable to the Services and Systems provided hereunder. Consequently, in addition to such prices and amounts, the amount of any such taxes or charges which may be or hereafter become applicable shall also be payable

30

by Customer to IT&S, except that Customer shall have no responsibility for payment of taxes on IT&S’s income or for payment of franchise taxes related to authorization of IT&S to conduct business in any state. In lieu of paying any such taxes that may otherwise be due, Customer may provide IT&S with a tax exemption certificate acceptable to the taxing authorities. Customer shall be given prompt written notice of any tax assessment against IT&S for which Customer is liable hereunder, and Customer shall have the right, at its own expense, to contest any such assessment prior to its payment by IT&S. In the event Customer exercises such right, it shall indemnify and hold harmless IT&S from liability for all interest and penalties relating to such contest. Customer shall control any such contest and IT&S shall provide information and assistance in connection with such contest to the extent reasonably requested by and at the expense of Customer.

          (d) Hiring. During the Term of this Agreement neither party shall recruit, hire, offer employment to or refer for employment any of the employees of the other party, without such party’s prior written permission except as that (i) neither Party shall be deemed to have violated this provision if the action involved or resulted from general advertising, posting open positions on the Internet or other general recruitment efforts that are not targeted to any individual and (ii) the foregoing restriction shall not apply to Customer recruiting, hiring or making an offer to any employee of IT&S if IT&S has breached this Agreement in any material respect and the breach has not been cured within the applicable period or IT&S has given notice that it will not renew this Agreement.

          (e) Disputes. In the event that a dispute arises between IT&S and Customer which cannot be resolved in the normal course, the following dispute resolution procedure shall be followed: (i) within ten (10) business days of a written request by either party, that Customer’s Chief Information Officer (or designee) and IT&S’s Account Executive shall meet and resolve the issue; if these parties cannot resolve the issue within ten (10) business days of the meeting, then (ii) the issue shall be submitted to Customer’s CIO or designee and IT&S’s President; if these parties cannot resolve the issue within fifteen (15) business days of submission to them, the parties may seek whatever other remedies are available. Notwithstanding anything to the contrary set forth in this Agreement, (A) during the pendency of any dispute, whether being resolved pursuant to the foregoing process, litigation or otherwise, the Parties shall each continue to perform all of their respective obligations hereunder during the pendency of the dispute (including the payment of undisputed fees) and (B) the obligation to escalate disputes in accordance with this subsection (f) shall not preclude either Party from seeking an injunction or other equitable relief with respect to breaches of confidentiality or other matters that have a risk of irreparable harm that may not be compensable with money damages.

          (f) Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Tennessee without regard to its conflict of laws provisions. Any dispute hereunder shall be resolved in the state or federal courts having jurisdiction located in Nashville, Tennessee. IT&S and Customer each hereby expressly submits and consents in advance the jurisdiction of the United States District Court for the Middle District of Tennessee and each hereby waives any objection which it may have based upon lack of personal jurisdiction, improper venue or forum non conveniens.

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     13. Notices. All notices or other communications required or permitted under this Agreement shall be in writing and sufficient if sent by nationally recognized overnight courier (for next business day delivery, receipt requested), or certified mail, return receipt requested, to IT&S or Customer at the following addresses:

HCA — Information Technology & Services, Inc.
2555 Park Plaza
P. O. Box 270
Nashville, Tennessee 37202
ATTN: Chief Financial Officer

And

Capella Healthcare, Inc.
Two Corporate Centre
501 Corporate Centre Drive, Suite 200
Franklin, Tennessee 37067-2662
Attn: Chief Executive Officer

Any party may change the person and address to which notices or other communications are to be sent to it by giving written notice of any such change in the manner provided herein.

     14. Entire Agreement; Amendment. This Agreement, together with the Schedules hereto, sets forth the entire agreement and understanding of the parties hereto in respect of the transactions contemplated hereby, and supersedes all prior agreements, arrangements and understandings relating to the subject matter hereof. No party hereto has relied upon any oral or written statement, representation, warranty, covenant, condition, understanding or agreement made by any other party or any representative, agent or employee thereof, except for those expressly set forth in this Agreement or in the Schedules or other documents delivered pursuant hereto. This Agreement may be amended, modified, superseded or supplemented only by an instrument in writing executed and delivered by IT&S and Customer.

     15. Headings. The section headings contained in this Agreement are inserted for convenience of reference only and shall not affect the meaning or interpretation of this Agreement.

     16. Rights Cumulative; Waiver. All rights and remedies conferred under this Agreement or by any other instrument or law shall be cumulative and may be exercised singularly or concurrently. The failure by either party to enforce any term shall not be deemed to be a waiver of future enforcement of that or any other term of this Agreement.

     17. Counterparts. This Agreement may be executed in any number of separate counterparts, each of which shall be deemed to constitute an original, but which together shall constitute one and the same instrument.

     18. Severability. In the event that any provision hereof is prohibited or unenforceable in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of

32

such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or unenforceability of such provision in any other jurisdiction.

     19. Survival. Termination of this Agreement shall not affect the respective rights and responsibilities of the Parties to the extent that they arose prior to such termination. Unless otherwise provided herein, all provisions of this Agreement shall remain in full force and effect during any Wind-Down Period. The following Sections of this Agreement shall survive its termination (in addition to any Section which, by its terms, continues in effect after termination): Section 1 (Definitions), Section 8 (Confidentiality; Proprietary Rights), the Business Associate Agreement referenced in Section 8, Section 10 (Limitation of Liability), Section 12(b) (Access to Books and Records), Section 12 (f) (Disputes), Section 12(g) (Governing Law), Section 13 (Notices), Section 14 (Entire Agreement), Section 15 (Headings), Section 16 (Rights Cumulative; Waiver), Section 17 (Counterparts), Section 18 (Severability) and Section 19 (Survival).

     IN WITNESS WHEREOF, the parties have caused this Computer and Data Processing Transition Services Agreement to be executed by their duly authorized representatives as of the day and date first referenced above.

HCA — Information Technology & Services, Inc.
By:	/s/ Noel Williams
Name:	Noel Williams
Title:	President
Capella Healthcare, Inc.
By:	/s/ Michael A. Wiechart
Name:	Michael Wiechart
Title:	SVP/COO

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SCHEDULE A

DESCRIPTION OF SOFTWARE SYSTEMS

Product	Vendor	Comments
Clinical CPCS	Customized version of MEDITECH.	Includes the following modules. Health Information and Quality Management, Patient Care and Patient Safety, Physician Care Manager, Enterprise Medical Record, Imaging and Therapeutic Services, Pharmacy, Laboratory/Microbiology, Anatomical Pathology, Blood Bank, Operating Room Management, Community-Wide Scheduling, Report Writer.
Patient Accounting	Internally developed	Provides the functions needed for financial management of the hospital. Includes Patient Billing, Accounts Receivable (direct inquiry of all active accounts), Casemix Reporting, Cashiering, Pre-Admission, Admission, Discharge, Transfer, Archiving of patient data for future return visits, Outpatient UB and point-of-service billing.
Financial Reporting	Internally developed	Provides the functions needed for financial management of the hospital. Includes General Ledger, Management Reporting (QMIRS), Host portion of Accounts Payable, and Host based Budget (less Physician Modeling).
Material Management SMART/AP	Internally developed	Automates and integrates the functions of purchasing, receiving, distribution, inventory control, accounts payable; Electronic purchasing; Purchase Order generation; Automatic price updates; Patient charging; bar code technology. Accounts payable front-end function passes information through to Host for further processing.
State Reporting	Internally developed	Requires signature for this service via document included in contract.
Encoding	3M	Base encoding product is included in PA pricing. Note: Additional products under the 3M contract may be chosen locally and their cost will be passed through to the facility via IT&S billing.

1

Product	Vendor	Comments
Collections	Internally developed and Artiva	Automates the Collection and Patient follow-up activities of the Business Office; allows automated collection notes; offers prioritized account follow-up; custom letters; assists in reducing receivables days outstanding and bad debt and collection agency costs; links to the HCA Financial System and the Business Office System.
Contract Modeling	Avega CPCM	Avega’s Contract Profiler and Calculator Module program is utilized to model some contracts for Patient Accounting.
Comprehensive Health Outcomes Information System (CHOIS)	Internally developed	CHOIS is a web-based application that provides risk adjusted outcomes data for facilities to improve clinical performance. CHOIS can satisfy the ORYX reporting requirements of the Joint Commission on Accreditation of Healthcare Organizations. CHOIS uses data from the Casemix database to populate information and produce reports.
Supply Scan Point of Use (POU)	Optiflex	SupplyScan is a real-time, point-of-use software system licensed by Optiflex and is designed to support functions including patient admissions, supply decrements, replenishment tracking and capture of patient charges through bar code technology. The system is designed to improve the efficiency and accuracy of issuing patient supplies and capturing patient supply item charges through the interface with the SMART System and MEDITECH.
Remark	Internally maintained	A personal-computer based statistical driven budgeting system. Front-end to Host Budget.
VISTA	Internally developed	VISTA is a web-based reporting application that provides cross line-of-business operational and analytical reporting.
Business Objects	Business Objects (BObj)	A client/server ad hoc query & report writing tool designed to give users the capability of accessing various corporate databases, including those for Patient Accounting, Casemix, General Ledger, Supply Chain, Managed Care, and others. (Note: SMART data is housed in EDW only.) The user can select the desired information from an easy-to-navigate list of hundreds of data elements and qualify the answer set via any number of pre-defined or custom conditions. The software

2

Product	Vendor	Comments
		includes charting, graphing, and other advanced report writing features and is considerably more flexible than the Clearaccess product that it has replaced.
Enterprise Data Warehouse (EDW)	Teradata database with access via Business Objects	Is the centralized store of detail data from all relevant business areas and source systems allowing for Ad-Hoc discovery and drill down analysis by multiple user groups. Business Objects is HCA’s standard ad hoc query and reporting tool.
Web Services (eHC options)	Internally developed	Ehc.com provides an easy-to-use web site building and maintenance tool, including web site hosting services, healthcare content databases, and other interactive features. Local web site operators use these tools and services to develop a web site that is locally focused and branded. The result is an extremely cost-effective method to build, maintain, and present a highly differentiated and market-leading web presence.
Web Tools	Internally developed	Includes Credit Refund, Denial Application, Medicare Web Discrepancy, HPS, PADR, ETRAN and SMA
Email	Microsoft Outlook	Utilized to send product updates called ‘FLASH’es. Minimum of two local mailboxes required to ensure hospital personnel receive needed information.
Atlas Intranet	Internally developed	The Atlas intranet provides online reference manuals and a large number of sites specific to particular areas.
Centralized Output Management	Quest Vista Plus (VPOM)	VPOM allows for management of reports at the facility.
Desktop Output Management	Document Direct	Document Direct allows for viewing and print selection at the desktop.
HCA Cloverleaf	Internally developed	HCA Cloverleaf provides pathway for IT&S Certified interfaces.
Productivity PLUS System	Internally supported	A web-based application that generates on-demand reporting containing productivity and labor cost information for hospitals.
Clinical Outcomes Measurement Evaluation and Transmission System (COMET)	Internally developed	Clinical Outcomes Measurement Evaluation and Transmission System (COMET). Developed internally by HCA to satisfy the Core Measures reporting requirements of the Joint Commission on Accreditation of

3

Product	Vendor	Comments
		Healthcare Organizations. COMET is a web based application that collects data from Casemix and MEDITECH to assist facilities with the clinical data collection that is required.
Mobile messaging	Internally supported	IT&S manages and supports mobile messaging with IT&S approved devices interfaced with the IT&S managed Outlook e-mail system.

4

Schedule B

System Fees

     1. Yearly Application Fees

	Tier 1		Tier 2		Tier 3
	Net Revenue <		Net Revenue		Net Revenue >
IT Services	$75M		$75M - $100M		$100M		Corporate
IT Management Services		n/a		n/a		n/a	$*
Corporate Office Support		n/a		n/a		n/a	$*
Customer Support Center w/Clinicals	$*		$*		$*		$*
Customer Support Center w/out Clinicals	$*		$*		$*		$*
Collaboration/Learning Support w/Clinicals	$*		$*		$*		$*
Collaboration/Learning Support w/out Clinicals	$*		$*		$*		$*
Network Services w/Clinicals	$*		$*		$*		$*
Network Services w/out Clinicals	$*		$*		$*		$*
Clinical Systems	$*		$*		$*			n/a
Revenue Cycle Systems	$*		$*		$*			n/a
AP/SMART Systems	$*		$*		$*			n/a
Financial Systems	$*		$*		$*			n/a

These fees only apply to the first year of the contract and will be adjusted yearly per Sections 2 (i) and (j).

     2. Additional Fees

Website: Basic Web Page	$* per facility per month
Website: Web Page Plus Medical Content	# Beds	fee/mo/facility
	<110	$ *
	111-149	$ *
	150-400	$ *
	>400	$ *
Circuit Fees for Non-CPCS/PA Facilities	*% of actual fees for primary circuit
	*% of actual fees for secondary circuit
Productivity Plus	$* per facility per month
Charge per Established COID	$* per facility per month
Standard Month End Accrual	$* per facility per month
Standard Month End Accrual	$* one time set-up
Genus MD	$* per facility per month
Advantx	$* per facility per month

5

Data Warehouse	$*/Fac/Year
	$*/User/Year
Business Objects Usage Fee	$*/User/Year
Central Statement Processing	$*
Mobile Messaging	$*/user/month

Corporate Office Charges (15% Discount)
Budget/Resource Control & Contracting/QMIRS	$	*	/ month
Tax	$	*	/ month
Accounts Payable	$	*	/ month
General Ledger	$	*	/ month
Payroll/Human Resources	$	*	/ month
Funds Management	$	*	/ month
FIS	$	*	/ month
Employment Tax	$	*	/ month

     3. Passthrough Charge Items Including

eHC Services

Casemix adHoc

Hardware Maintenance

State Reporting

Education

ECII/VPN/External Connectivity

WAN remote circuit

4.	Professional Services. Professional services fees for IT&S personnel resulting from Customer requests for additional service tasks shall be billed to Customer or facilities as incurred.
	The Professional Services Rate is $* per hour. Should IT&S need to use outside contractors as a result of Customer requests for additional services, then IT&S shall bill Customer at the actual rates for such services, which shall be specified in advance for Customer approval.
5.	Transition Support Fees: The Customer will be billed for transition services as described below.

6

IT&S System Initialization Fee:	$*
A one-time fee for establishing the new facility as a Capella user for all system production and support services. This includes time of both staff and equipment in the moving of production files, establishing systems security, and modifying/verifying communications protocols. The Customer will be billed in the first month following close.

IT&S Transition Support Fee:	$*
A one-time fee for IT&S support services in moving the new facility to Capella status. This includes all pre close preparation activities, planning and communication of the transition schedule, and all post close support activities. The Customer will be billed in the first month following close.

IT&S De-Installation Support Fee:	$*
Upon termination of this Agreement, Customer will be billed a one-time de-installation fee for the elimination of all networks, production files, and data from the Corporate and Regional Data Centers. The Customer will be billed in the month that written notification of termination is received.

     6. Conversion Files.

Conversion File Support Fees: IT&S shall have no obligation to provide any conversion files to Customer in the event Customer’s account is more than 30 days’ past due. The foregoing restriction does not apply to files that consist solely of clinical information. Conversion files will be made available upon full payment of all fees due and owing; provided, however, IT&S reserves the right to receive payment in advance for conversion files.

At Customer’s written request, IT&S will provide standard file formats for conversion assistance, for the following:

Accounts Receivable File	$* per request
Accounts Payable — Vendor File	$* per request
Accounts Payable — Paid History File	$* per request
Collection Notes File	$* per request
General Ledger File	$* per request
Case-mix File	Variable determined by years of history

Note: IT&S does not provide custom designed file conversion files.

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     7. System offerings available for an additional fee:¹

Lawson HR/Payroll

Lawson Financials

MEDITECH Emergency Department Management

MEDITECH Scanning and Archiving

Data Repository

Zynx Health Evidence Guidance

Ambulatory Surgery Center Systems

Labor Productivity Systems

¹ Available as of Effective Time but subject to revision from time to time.

8

SCHEDULE C

PROFESSIONAL SERVICES

     Professional services fees for IT&S personnel resulting from Customer directed tasks shall be billed to Customer or facilities as incurred at the rate of $* per hour, subject to increase based on the Consumer Price Index as set forth in Section 2 of the Agreement.

     The Professional Services include:

     Project Management/System Analysis

     Programming

     Implementation Consulting

     Network Engineering

     Clinical Specialist

     Financial Specialist

     Application Consultant

     The minimum charge per visit for professional services is four hours. Customer shall reimburse IT&S for all reasonable travel, living, and other out of pocket expenses incurred by IT&S personnel in connection with all services rendered by IT&S at Customer’s Facilities.

     Interface Professional Services and Fees

     IT&S will develop interfaces as requested from time to time by Customer and as necessary to coordinate the Services among various Third Party Software applications. Customer shall not be charged any amount for the development of an interface that already exists or will be developed for use with an HCA Entity or another customer of IT&S. Charges for new interfaces requested by Customer will be based on the number of documented hours reasonably spent to develop the interface and implement it at the first Facility, Affiliate or Contract Entity designated by Customer.

     The charge for implementing an interface at subsequent Facilities, Affiliates or Contract Entities shall be agreed upon in advance based on the complexity of the installation and testing required. Wherever possible, the charge will be a flat fee.

     Notwithstanding the foregoing, the implementation fees for certain interfaces that have been developed prior to the date of this Agreement and the current MEDITECH fees with respect to such interfaces are listed on Annex I to this Schedule C. The column labeled IT&S Cost on Annex I refers to the implementation cost for such interfaces at a single Facility. The IT&S Cost shall be further discounted as described below and in Annex I for implementation of an interface at more than five (5) Facilities:

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     1 — 5 Facilities — regular pricing without further discount

     6 — 15 Facilities — additional *% discount per Facility

     16 or more Facilities — additional *% discount per Facility

     (As used above and in Annex I to this Schedule C, the term Facility shall include any Affiliate or Customer and any Contract Entity that receives Services hereunder.)

     Amounts paid by IT&S to third parties (e.g., MEDITECH) for interfaces shall be charged to Customer at actual cost. If IT&S obtains more favorable pricing from MEDITECH or any other third party with respect to interfaces IT&S shall make the benefit of such pricing available to Customer as soon as it becomes effective.

     External Professional Services

     In the event that IT&S determines that external expert assistance is required to perform professional services and if the fees for such services are higher than the then-current IT&S rates, then IT&S will obtain Customer written approval prior to incurring costs for such services. Once approval is obtained from Customer, associated fees will be passed through to Customer at external vendor rates.

     Procedures for New Services and Systems

     The Customer must request in writing a new Service or System (a “Project”). Such request must set forth the objective and scope of the Project, desired timetable and budget constraints, if any. IT&S will develop related specifications for the Project with Customer’s input and submit the specifications and fee to Customer in a timely manner. At a minimum, IT&S will provide Customer with an estimate of the scope of the Project and an estimate of when the Project will be completed within thirty (30) days of Customer’s written request to IT&S.

     When the estimate is approved by Customer, IT&S will begin the project or system in accordance with a mutually agreed upon specifications and time table.

     Ongoing fees for new Projects will be charged at a mutually agreed upon monthly rate based upon required CPU, disk space, telecommunications requirements, transaction rates and support requirements. IT&S will use its best efforts to estimate these fees at the onset of the project.

     Customer will have the option to engage one or several IT&S resources on a full time basis for a minimum of one year (1600 hours/year minimum). These resources would stay within the IT&S site for maximum synergy possible, but would be dedicated to Customer’s specific project(s). This arrangement would be considered a fixed fee billed monthly with a * percent (*%) discount on the applicable professional hourly rate.

10

     System Implementations

     At Customer’s request and from time to time, IT&S may provide Customer with Implementation services as new Facilities, Affiliates, Contract Entities or new applications are added. The following describes the overall operating principles within which these services will be provided:

     IT&S will prepare a project charter and a detailed implementation work plan (the “Implementation Plan”) for each application to be installed, for review and approval by Customer. The project charter will include a description of the project scope, objectives and primary assumptions. The Implementation Plan will include a description of tasks to be performed; the party responsible for each task and hours assigned; and the tasks’ planned start and completion dates. When the Implementation Plan has been agreed to, it will be signed by IT&S and Customer and be deemed a part of this Agreement. Changes to the Implementation Plan must be made in writing and signed by the Customer’s designated project manager and IT&S’s Project Manager. IT&S reserves the right to adjust its estimated or fixed fees, with notice to Customer, if any of the following occur:

     Additional tasks requested by Customer outside the original Implementation Plan.

     Customer fails to perform its assigned tasks as agreed to within the Implementation Plan.

     Conversions, Interfaces, Adaptations and Custom Programming beyond the scope of the project.

     Decisions which may affect the scope of the project or delay completion will be discussed with the IT&S Project Manager, key Customer and any project steering committee, which must approve any tasks which may affect the scope of or delay schedule completion in a timely manner.

     Additional Implementation staff on-site visits will be billed at the then current billing rate plus travel expenses.

     Implementation billings are payable upon shipment from vendor or IT&S. Travel expenses for Implementation visits are invoiced on a monthly basis as incurred.

     Training and Education

     Advanced Education/Implementation Training will be offered at the IT&S Data or Regional Training Center. Attendance by the Customer’s hospital personnel at IT&S system seminars will be charged $*/day/participant.

     Education/Training seminars could be organized by IT&S at Customer’s request and may or may not be held at the IT&S Data Center or Regional Training Centers. For these seminars IT&S will charge as follows:

(i) One Instructor — $* a day plus all travel expenses;

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(ii) Two Instructors — $* a day plus all travel expenses; and

     If IT&S must coordinate the meeting arrangements to include the room, break beverages and lunches, an additional $* fee will be charged.

The Customer will be billed for the room, break beverages, lunches and any necessary equipment rental.

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Annex I to Schedule C

EXISTING CLOVERLEAF INTERFACES
Product/Vendor	Transactions included	Cost
3M DocMS	ADT from MT	$*
Abbott Precision Point-of-care	ADT from MT; POC Results to MT	$*
AGFA CR	Rad Orders from MT	$*
AGFA DR Mammography	Rad Orders from MT	$*
AGFA Impax PACS	Rad Orders from MT; Rad Reports from MT	$*
AGFA Talk Technologies	Rad Orders from MT; Rad Reports to MT	$*
AIMSC88 (UHS)	ADT from MT	$*
Airshields (Watchchild)	ADT from MT	$*
Alere EPOC POC	ADT from MT; Lab Results to MT	$*
Allocade On-Cue	Rad Orders from MT	$*
American Biomedical (ABGI)	ADT from MT	$*
Ameripath (Derrick & Associates)	ADT from MT; OE Reports to MT	$*
Amicas (RIS)	Rad Orders from Amicas: Rad Reports to Amicas	$*
Amtelco (one call Infinity)	ADT from MT	$*
ARUP Reference Lab (Medinet)	Ref Lab Orders from MT; Ref Lab Results to MT	$*
AutoMed (FDS)	Pharmacy Orders from MT	$*
Bar Code Services (MASS)	Item Master from SMART; Replenishment to SMART; PAR from SMART	$*
BCX/Compsee	ADT from MT; Charges to MT; Item Master from SMART; Replenishment to SMART; PAR from SMART	$*
Big Ben (RHIO)	ADT from MT; Lab Results from MT; Rad Reports from MT	$*
bioMerieux (Stellara)	ADT from MT; Pharmacy Orders from MT; Lab Results from MT	$*
bioMerieux (TheraTrac)	ADT from MT; Pharmacy Orders from MT	$*
Calibra (Discharge 123)	ADT from MT; OE Reports to MT	$*
CAMS (Patriot Medical Technologies)	Charges to MT;	$*
Canopy (Case Mgmt.)	ADT from MT	$*
Cedaron (Dexter)	ADT from MT	$*
Central Logic (Forefront Transfer Scheduler)	ADT from MT	$*
Cerner (CoPath) Transcription	ADT from MT; OE Reports to MT	$*
Clinicomp	ADT from MT; Lab Results from MT	$*
Clinivision (Puritan-Bennett)	ADT from MT; Charges to MT; OE Reports to MT.	$*
Coag Clinic	ADT from MT; Lab Results from MT	$*
Codonix	ADT from MT	$*
Common Cents (GEMServe)	ADT from MT	$*
Computrition	ADT from MT	$*
CoPath Transcription (Cerner)	ADT from MT; OE Reports to MT	$*
Crothall (Team Chimes)	ADT from MT	$*
Dade Behring (PharmLINK)	ADT from MT; Pharmacy Orders from MT	$*
Derrick & Associates (Ameripath)	ADT from MT; OE Reports to MT	$*
Dictaphone “Healthtouch” Radiology Transcription	Rad Orders from MT; Rad Reports to MT	$*
Dictaphone Powerscribe Encounters	ADT from MT; OE Reports to MT	$*
Dictaphone Powerscribe Orders	Rad Orders from MT; Rad Reports to MT	$*

13

EXISTING CLOVERLEAF INTERFACES
Product/Vendor	Transactions included	Cost
Dictaphone Transcription (Enterprise Express)	ADT from MT; OE Reports to MT	$*
Discharge 123 (Calibra)	ADT from MT; OE Reports to MT	$*
Dolbey/DVI Fusion Voice	ADT from MT; OE Reports to MT	$*
Dolbey/DVI Fusion Voice (Rad)	Rad Orders from MT; Rad Reports to MT	$*
ECIN (Extended Care Mgmt.)	ADT from MT; Pharmacy Orders from MT	$*
eClinical Works (EMR)	Lab Results from MT; Rad Reports from MT; OE Reports from MT	$*
EFD Transcription	ADT from MT; OE Reports to MT	$*
eko Systems (Frontiers)	ADT from MT	$*
Emageon/Camtronics (Vericis)	ADT from MT; OE Orders from CPCS; OE Reports to MT	$*
eMed (Matrix) PACS	Rad Orders from MT; Rad Reports from MT	$*
ER Records (Doctor’s Choice) Transcription	ADT from MT; OE Reports to MT	$*
eScription (EditScript)	ADT from MT; OE Reports to MT	$*
Esoterix Reference Lab	Ref Lab Orders from MT; Ref Lab Results to MT	$*
Essence (Santa Clara Health Dept.)	ADT from MT	$*
Evolved (RadWeb)	ADT from MT; Rad Orders from MT; Rad Reports to MT	$*
EXE (Exceed WMS)	Items, Requisitions & PO’s from SMART; Inv Adj, Inv Moves, Receipt Conf., Inv Bal, Ship Conf to SMART	$*
Expeditor	ADT from MT	$*
Extended Care (ECIN)	ADT from MT; Pharmacy Orders from MT	$*
F&S (Radisphere)	Rad Orders from MT; Rad Reports to MT	$*
Focus Infomatics (NetCare)	Rad Orders from MT; Rad Reports to MT	$*
Four Rivers (TMS, TMS Pro)	OE Work Orders from MT	$*
Frontiers anesthesiology (eko)	ADT from MT	$*
Fuji (Synapse) PACS	Rad Orders from MT; Rad Reports from MT	$*
Gamewood (GHN)	Lab Results from MT	$*
GE Agility/AgileTrac	ADT from MT, OE Orders from MT	$*
GE Clinical Monitoring Interface	ADT from MT; Clinical Monitor Results to MT NUR (but not via Cloverleaf)	$*
GE CPN (GE QS OBLink)	ADT from MT; OE Reports to MT; Lab Results from MT	$*
GE DMS CVPACS (includes Innova 3000)	ADT from MT; OE Reports to MT; Orders from CPCS; Charges to MT	$*
GE Image Vault (no DMS)	ADT from MT; OE Orders from MT; OE Reports to MT	$*
GE MUSE Transcription	ADT from MT; OE Reports to MT; Orders from CPCS; Charges to MT	$*
GE PACS (Image Status Update Messages only)	Rad Image Status to MT	$*
GE PACS (orders and results, no status updates)	ADT from MT; Rad Orders from MT; Rad Reports from MT	$*
GE PACS (with status updates)	ADT from MT; Rad Orders from MT; Rad Reports from MT; Rad Image Status to MT	$*
GE QS (QS/QMI Link, GE CPN)	ADT from MT; OE Reports to MT	$*
GE Viewpoint	Rad Orders from MT	$*
GE Voyager	Lab Results from MT; SCH from MT; Pharmacy Orders from MT	$*
GEMServe (Common Cents)	ADT from MT	$*
Global Health Exchange (GHX)	EDI; RS; SPR; MR; Item; Repl	$*
Goodroe Healthcare Solutions/BSM (Cath Source)	ADT from MT; OE Reports to MT	$*
Goodroe Healthcare Solutions/BSM (OEP)	Charges to MT;	$*

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EXISTING CLOVERLEAF INTERFACES
Product/Vendor	Transactions included	Cost
Health Television Network (HTN)	ADT from MT	$*
Healthline (Viscims)	ADT from MT	$*
HealthLogics	ADT from MT	$*
Healthtouch (MCR Diet System)	ADT from MT; OE Orders from MT	$*
Heartlab (Encompass) Transcription	ADT from MT; OE Orders from MT; OE Reports to MT	$*
Heartland HIM Transcription	ADT from MT; OE Reports to MT	$*
Heartland Radiology Transcription	Rad Orders from MT; Rad Reports to MT	$*
HIE- UHIN (State of Utah RHIIO)	ADT from MT, OE Reports from MT, Rad Reports from MT, Lab Results from MT (no MIC)	$*
Hill-Rom (Navacare)	ADT from MT	$*
HMT (Return)	ADT from MT	$*
ICIS (Karl Storz)	ADT from MT; Lab Results from MT; Rad Orders from MT; Rad Reports from MT	$*
IDX Imagecast	ADT from MT; Rad Orders from MT; Rad Reports from MT	$*
IMACS (Carepricer)	ADT from MT	$*
Image Vault (GE)	ADT from MT; OE Orders from MT; OE Reports to MT	$*
Impac (Mulit-access ESI) Mosaiq	ADT from MT; Lab Results from MT; Charges to MT	$*
Impac (Tamtron PowerPath)	ADT from MT; OE Reports to MT	$*
Intego/Wescom (MedLink 3000)	ADT from MT	$*
IntermedHx RxHx	ADT from MT	$*
IsoPrime NeoData	ADT from MT; Lab Results from MT	$*
IVR-IVB-MQ	PA Account info request; PA account info response	$*
Karl Storz ICIS	ADT from MT; Lab Results from MT; Rad Orders from MT; Rad Reports from MT	$*
Kurzweil (InPhyNet)	ADT from MT; OE Reports to MT	$*
Kurzweil (Team Health)	ADT from MT; OE Reports to MT	$*
LabCorp reference lab	Ref Lab Orders from MT; Ref Lab Results to MT	$*
LeeSAR	Items from LeeSAR; Proc Codes from LeeSAR	$*
Logicare	ADT from MT; OE Reports to MT	$*
Lumedx (Apollo)	ADT from MT; OE Reports to MT	$*
Lynx Medical (E-Map)	ADT from MT; Charges to MT	$*
Lyster (CCA) reference lab	Ref Lab Orders from MT; Ref Lab Results to MT	$*
Magview (MagLink)	Rad Orders from MT; Rad Reports from MT; Rad Reports to MT	$*
Mammography Reporting System (MRS)	Rad Orders from MT; Rad Reports to MT	$*
MAS RALS Point-of-care	ADT from MT; Lab Results to MT	$*
McKesson (Acudose)	ADT from MT; Pharmacy Orders from MT; Pharmacy Inventory/Charges to MT	$*
McKesson (Horizon PACS and Three-Click Reporting together)	ADT from MT: Rad Orders from MT; Rad Reports from MT; Rad Reports to MT	$*
McKesson (Horizon PACS)	ADT from MT: Rad Orders from MT; Rad Reports from MT	$*
McKesson (Horizon Three-Click Reporting)	Rad Orders from MT; Rad Reports to MT	$*
McKesson (Interqual)	ADT from MT	$*
McKesson (MedCarousel)	Pharmacy Orders from MT	$*
McKesson (MedComm-Rx)	ADT from MT	$*
McKesson (PacMed)	Replinishments to SMART	$*
McKesson (Robot-Rx)	ADT from MT; Pharmacy Orders from MT; Pharmacy Inventory/Charges to MT	$*

15

EXISTING CLOVERLEAF INTERFACES
Product/Vendor	Transactions included	Cost
McKesson (SupplyScan)	ADT from MT; Charges to MT; Replenishment to SMART; Item Master from SMART; PAR from SMART	$*
McKesson-HBOC (Orbit)	Items and PAR’s from SMART; Replnishments to SMART	$*
MCR Technologies (Healthtouch)	ADT from MT; OE Orders from MT	$*
Medibuy	EDI; RS; SPR; MR; Item; Repl	$*
Medical Transcription Services (MTS)	ADT from MT; OE Reports to MT	$*
Medinet — ARUP Reference Lab	Ref Lab Orders from MT; Ref Lab Results to MT	$*
Medinet — Esoterix Reference Lab	Ref Lab Orders from MT; Ref Lab Results to MT	$*
Medinet — LabCorp Reference Lab	Ref Lab Orders from MT; Ref Lab Results to MT	$*
Medinet — Lyster (CCA) Reference Lab	Ref Lab Orders from MT; Ref Lab Results to MT	$*
Medinet — PAML	Ref Lab Orders from MT; Ref Lab Results to MT	$*
Medinet — PathLab (Pathsys) Reference Lab	Ref Lab Orders from MT; Ref Lab Results to MT	$*
Medinet — Quest Reference Lab	Ref Lab Orders from MT; Ref Lab Results to MT	$*
Medinet — Reg. Med Labs (RML) Cerner Classic	Ref Lab Orders from MT; Ref Lab Results to MT	$*
MedMined — Disease Surveilance Reporting System	ADT from MT; Lab Results from MT	$*
MedQuist (SpeechQ) for HIM/OE	ADT from MT; OE Reports to MT	$*
MedQuist (SpeechQ) for Radiology	Rad Orders from MT; Rad Reports to MT	$*
Medquist Transcription (DocEP)	ADT from MT; OE Reports to MT	$*
MedSelect (MedSelect-Rx)	ADT from MT; Pharmacy Orders from MT; Pharmacy Inventory/Charges to MT	$*
Momentus (Ingenium MAX. IMAX)	ADT from MT	$*
MRS (Mammography Reporting System)	Rad Orders from MT; Rad Reports to MT	$*
Navacare (Hill-Rom)	ADT from MT	$*
NeoData (IsoPrime)	ADT from MT; Lab Results from MT	$*
NovaRad PACS	Rad Orders from MT; Rad Reports from MT	$*
NovoPath (Novovision)	OE Orders from MT; OE Reports to MT	$*
OB Tracevue	ADT from MT	$*
Olympus (Endoworks)	ADT from MT; OE Reports to MT	$*
OmniCell OptiFlex	ADT from MT; Charges to MT; Replenishment to SMART; Item Master from SMART; PAR from SMART	$*
OmniCell SafetyPak	Pharmacy Orders from MT	$*
Omnicell Supply Station	ADT from MT; Charges to MT; Item Master from SMART; Replenishment to SMART;	$*
OmniCell SureMed	ADT from MT; Pharmacy Orders from MT; Pharmacy Inventory/Charges to MT	$*
On-Cue (Allocade)	Rad Orders from MT	$*
Optimal Readings	Rad Orders from MT; Rad Reports to MT	$*
Oschner Summit IE Phys Pract.	Lab Results from MT; Rad Reports from MT	$*
PAML (ROSR or “reverse medinet”)	Lab Orders to MT; Lab Results from MT	$*
PAML (SORR or “Medinet”)	Ref Lab Orders from MT; Ref Lab Results to MT	$*
Par Excellence (Par Replenish)	Items from SMART; Replnishment to SMART	$*
Pathgroup (PathSys) Transcription	ADT from MT; OE Reports to MT	$*

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EXISTING CLOVERLEAF INTERFACES
Product/Vendor	Transactions included	Cost
PathLab (Antrim) Reference Lab	Ref Lab Orders from MT; Ref Lab Results to MT	$*
Pathol (homegrown)	ADT from MT; OE Reports to MT	$*
Pathsys (PathGroup)	ADT from MT; OE Reports to MT	$*
Patientkeeper	ADT from MT	$*
Patriot Medical Technologies (CAMS)	Charges to MT;	$*
PenRad	Rad Orders from MT; Rad Reports to MT	$*
PharmLink (Dade Behring)	ADT from MT; Pharmacy Orders from MT	$*
PHG Technologies — Total Asset Mgmt (TAMS)	Items and PAR’s from SMART; Replnishments to SMART	$*
PHG Technologies (Easy ID)	ADT from MT	$*
Philips CardioLogica Transcription	ADT from MT; OE Reports to MT	$*
Philips Clinical Monitor Interface	ADT from MT; Clinical Monitor Results to MT NUR (but not via Cloverleaf)	$*
Philips OB Tracevue	ADT from MT	$*
Philips TracemasterVue	OE Orders from MT; OE Reports to MT; Charges to MT	$*
Philips Xcelera	ADT from MT; OE Reports to MT	$*
PHNS	ADT from MT; OE Reports to MT	$*
Physician Practice Management Interfaces (PPMI)	ADT from MT; Lab Results from MT; Rad Reports from MT; OE Reports from MT	$*
Powerscribe (Encounters)	ADT from MT, OE Reports to MT	$*
PowerScribe (Orders)	Rad Orders from MT; Rad Reports to MT	$*
Premier Radiology (PhyCoder)	ADT from MT; Rad Orders from MT; Rad Reports from MT	$*
ProMed	ADT from MT	$*
Provation (cMORE) Transcription	ADT from MT; OE Reports to MT	$*
Puritan Bennett (Clinivision)	ADT from MT, OE Reports to MT; Charges to MT	$*
Pyxis Medstation	ADT from MT; Pharmacy Orders from MT; Pharmacy Inventory/Charges to MT	$*
Pyxis Supply Station	ADT from MT; Charges to MT; Item Master from SMART; Replenishment to SMART	$*
QS OB Link (GE CPN)	ADT from MT; OE Reports to MT	$*
Quest Reference Lab	Ref Lab Orders from MT; Ref Lab Results to MT	$*
Quovadx (Emerge)	ADT from MT; MR ADT from MT; ADT Query/Response from MT	$*
Radisphere (F&S)	Rad Orders from MT; Rad Reports to MT	$*
RadWeb (Evolved)	ADT from MT; Rad Orders from MT; Rad Reports to MT	$*
RALS Point-of-care (MAS)	ADT from MT; POC Results to MT	$*
ReDoc	ADT from MT; Charges to MT	$*
Responder IV (Rauland) Nurse Call System	ADT from MT	$*
Rodeer (ARCO) Transcription	ADT from MT; OE Reports to MT	$*
RODS (Pittsburgh)	ADT from MT	$*
RxHx (IntermedHx)	ADT from MT	$*
Script-Rx	ADT from MT	$*
SDC (Intellidesk)	ADT from MT	$*
SensorMedic Pulmonary System (VMAX)	ADT from MT, OE Reports to MT	$*
Sentri7	ADT from MT; Lab Results from MT; Pharmacy Orders from MT	$*
Siemens Document Imaging (EDM)	ADT from MT	$*
Siemens KinetDX	ADT from MT, OE Reports to MT	$*

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EXISTING CLOVERLEAF INTERFACES
Product/Vendor	Transactions included	Cost
Simplex Grinnel (Sentinel 500 Nurse Call System)	ADT from MT	$*
Skylight (Access)	ADT from MT	$*
SMART	ADT from MT; Charges to MT; Item Master from SMART; Replenishment to SMART; Procedure Codes from SMART; PAR from SMART	$*
Softmed (Chartscript)	ADT from MT, OE Reports to MT	$*
SoftScript	ADT from MT; OE Reports to MT; Rad Orders from MT; Rad Reports to MT	$*
Spacelab Monitors (Chartmaster)	ADT from MT	$*
Spheris OE Transcription (Clarity)	ADT from MT; OE Reports to MT	$*
Spheris Radiology Transcription (Clarity)	Rad Orders from MT; Rad Reports to MT	$*
Standard Register SMARTworks Forms on Demand	ADT from MT	$*
Startel (Ardent)	ADT from MT	$*
Stellara (bioMerieux)	ADT from MT; Pharmacy Orders from MT; Lab Results from MT	$*
T Systems EV (ER documentation system)	ADT from MT; OE Reports to MT; Lab Results from MT	$*
TAMS (to SMART)	Item Master from SMART; Replenishment to SMART; PAR from SMART	$*
Tarrant County Health Dept. (RODS)	ADT from MT	$*
Team Chimes (Crothall)	ADT from MT	$*
Teges (iRounds)	ADT from MT; Lab Results from MT	$*
Telcor Point-of-care Interfaces (QuickLink)	ADT from MT; POC Results to MT	$*
Teletracking	ADT from MT	$*
TheraTrac	ADT from MT; Pharmacy Orders from MT	$*
Tracemastervue (Philips)	OE Orders from MT; OE Reports to MT; Charges to MT	$*
Transcription Relief Services (TRS)	ADT from MT; OE Reports to MT	$*
UHS AIMSC88	ADT from MT	$*
Upgrade only to an existing live, interfaced product	Only applies to services that were previously certified via HCA IT&S	$*
Varian (Aria)	ADT from MT; Charges to MT	$*
Varian (Varis Vision)	ADT from MT; Charges to MT	$*
Velos (Transplant Mgmt.)	ADT from MT; Lab Results from MT	$*
Virtual Radiologic (vRad)	ADT from MT; Rad Orders from MT; Rad Reports to MT	$*
VISICU (eVantage ICU Monitoring System)	ADT from MT; Lab Results from MT	$*
Voyager (GE)	Lab Results from MT; SCH from MT; Pharmacy Orders from MT	$*
Wescom Nurse Call System	ADT from MT	$*
Witt Biomedical Transcription	ADT from MT; OE Reports to MT; Charges to MT	$*
Wound Expert	ADT from MT	$*

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SCHEDULE D

SPECIAL CHARGES

Microsoft — desktop software, server software, Client Access Licenses (CALs)

Antivirus — HCA utilizes Symantec but Customer may choose

WinZip

Rumba

GHX

SSI and other business office add-ons — if non-PAS

DSS Decision Support

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Schedule E

[Reserved.]

20

SCHEDULE F

Service Support Matrix & Service Level Objectives

IT&S is making a concerted effort to monitor and measure our service delivery capabilities from an end-user experience. As such, several new technologies are actively being tested and deployed to report service delivery outcomes. Where it is possible, on-line availability service level agreements (SLAs) for key business transactions will be measured through application robotics housed/running from the Customer facility’s main distribution frame (MDF). Otherwise, robotic transactions will be measured from the other strategic locations or Service Desk Application-reported logs.

Future automated monitoring and measurement mechanisms may be explored, however, the metrics listed in the Service Matrix and Service Level Objective below will be monitored and measured manually using Service Desk Application reports until these are built and/or location-specific robots are deployed at the Customer’s facility locations and/or other strategic locations as deemed by HCA IT&S management. Results reported via Service Desk Application will be heavily based on Customers’ identification of performance and availability issues with the system.

Service Level Management Definitions

Online Availability — Generally, for an application to be available, the following prerequisites must be met: the processing platform hardware must be functional, the system software (operating system) must be functional, and the application software (i.e. MEDITECH, Payroll, General Ledger, Resource Control, etc.) must also be available. In the few cases where only part of an applications functionality is affected (i.e. a single menu option fails but all others are working), an application will be declared down when it’s major functionality is not available. For example, in the case of General Ledger, if journal entries cannot be posted, or account inquiries are not successful, then the application is considered down. When applying robotics, “Application Downtime” will be constituted when a server does not return within the predefined system settings (i.e.- windows page time out after 120 seconds.)

Online Availability Monthly Compliance Target — The application availability goal expressed as a percentage of scheduled availability.

Client Support Services Service Desk Performance Targets — The first Client Support Services measurement is the Average Speed to Answer and represents the average amount of time in seconds that callers waited for Customer Services to answer the phone. The remaining service level targets are YTD targets related to the efficiency of resolving customer service logs. They include First Contact Resolution (resolved within the first call) and First Day Resolution (within the first 24 hours).

21

Service Support Matrix & Service Level Objectives

In this matrix an overview of the services with their most relevant service attributes and commitments are presented. Relevant application services were taken from Schedule A. Adjustments to standard services and/or standard service level objectives/commitments will be adopted in accordance with Section 7 of the Agreement.

		Online
		Availability
	Online Availability ****	Monthly
	(all times CST unless otherwise	Compliance
Application/Service **	noted)	Target *
Clinical Systems
CPCS (MEDITECH)	24/7/365 goal excluding standard maintenance windows, with measured availability against 05:01-23:44 — 7/365	*%
Patient Accounting Systems
Patient Accounting	Available 06:00-20:59 CST	*%
Casemix	Available 00:00-23:59 CST	*%
Decision Support (ADS)	Available 07:00 AM CST — 9:00 PM CST	*%
CHOIS	Available 07:00 — 21:00 CST	*%
Lockbox	Available 07:00 AM CST — 7:00 PM CST	*%
Comet	Available 07:00-21:00 CST	*%
PLUS	Available 06:00- 21:00 CST, 7 days per week, and 365 days per year.	*%
Artiva (Collections)	Available 07:00-19:00 local time	*%
Imaging	Available 07:00 AM CST — 9:00 PM CST	*%
CPCM Contract Profiler	Available 07:00-21:00 CST	*%
Mainframe Logging	Available 05:01-16:59 CST	*%
On-Line Cashiering	Available 06:00-21:00 CST	*%
Legacy Collections	Available 07:00-19:00 local time	*%
Financial Reporting/Communications
Atlas	24/7/365 goal excluding standard maintenance windows, with measured availability against 07:00— 20:00. CST Monday — Friday	*%
Exchange	Available 24 x 7 x 365 3rd Saturday of the month 09:00 CST (Work is scheduled after 7 p.m. local RDC Time, only for a 4 hour interval) 21:00 CST. Thursdays that do not fall during the 1st-10th Weekly Wednesday & Thursdays 22:00 CST (Work is scheduled after 7 p.m. local RDC Time, only for a four hour interval) 00:00	*%

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		Online
		Availability
	Online Availability ****	Monthly
	(all times CST unless otherwise	Compliance
Application/Service **	noted)	Target *
General Ledger	Available 08:00 -19:00 CST Monday — Friday.	*%
QMIRS	Available 06:00-21:00 CST Monday — Friday	*%
Payroll
Lawson HR/Payroll	Available 04:00- 23:00 CST, 7 days per week, and 365 days per year.	*%
KRONOS	Available 06:00- 23:59 CST, 7 days per week, and 365 days per year.	*%
Legacy Payroll	Available 04:00-23:00 CST, 7 days per week, and 365 days per year	*%
Accounts Payable
SMART	Available 00:00-21:00 CST	*%
Corporate Office (only)
Funds Management	Available 07:00-18:00 CST Monday — Friday	*%
HOST AP	Available 07:00 AM ET- 6:00 PM PT Monday — Friday	*%
Corporate Tax (Tax Compliance System)	Available 06:00 CST — 22:00 CST	*%

*** applications not included

Table 1: Critical Application Matrix

Notes:

*	Commitments and targets are subject to change pursuant to Section 7 of the Agreement.
**	All applications should follow the target incident resolution timeframes for resolution and closure as outlined later in this Schedule under “Target Resolution Policy”.
***	The following applications/services do not currently have formalized Service Level Agreements (SLAs) developed, although incident target resolution timeframes would apply to all applications provided by IT&S:

• 3M Encoder, Electronic Processing, Avega Decision Support, ORYX, Vista, FIS, and Benefits.

**** Standard IT&S maintenance windows will apply to all applications unless otherwise stated in individual application-oriented Service Level Agreements. The Customer should be prepared

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for scheduled downtime around these maintenance windows so that necessary maintenance can occur on a regular basis to help ensure consistent system availability and reliability.

Day*	Start Time	End Time	Detailed Exceptions
1st Saturday of each month	09:00 CST	20:00 CST	Any system or service involved in end-of-month close
3rd Saturday of each month	09:00 CST	22:00 CST	None
Wednesdays	21:00 CST	00:00 CST	Wednesday nights that fall from the 1st to the 10th
Thursdays	21:00 CST	00:00 CST	Thursday nights that fall from the 1st to the 10th

Table 2: Standard Maintenance Windows

* Application and other exceptions to outage manager coordination may exist in the form of patches/updates/loads that are mission critical and/or present material risk to IT&S or the customer and cannot wait until the 3rd Saturday. Additionally, regulatory updates and outages prearranged with business owners may be excluded.

IT&S ADDITIONAL RESPONSIBILITIES

Initiate work on urgent/critical issues within one hour of Customer’s call for assistance to the CSS Corporate Help Desk 24 hours per day and 7 days per week. IT&S Incident Management and Priority Definitions are as follows:

Incident Management: Goal and Definition

Definition of an Incident: a one time event (service disruption) in the environment reported by a customer call, an alert, or another form of observation/communication.

Goal (Per ITIL*): “ the primary goal of the Incident Management process is to restore normal service operation as quickly as possible and minimize the adverse impact on business operations, thus ensuring that the best possible levels of service quality and availability are maintained. ‘Normal service operation’’ is defined here as service operation within Service Level Objective (SLO) limits.”

*  ITIL references the Information Technology Infrastructure Library. ITIL provides a framework of information technology operational best practices which focus on repeatable and verifiable IT processes.

Priority Policy

Priority is one of the key drivers of the Incident Management process. Incident priority is used to define the order and effort required when handling incidents. The priority of an incident is calculated by evaluating the impact and urgency of the incident together.

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Impact and urgency are defined as:

‘Impact’ is a measure of the business criticality of an Incident, often equal to the extent to which an Incident leads to degradation of agreed service levels. The number of people, critical systems affected and loss of revenue as a result of the service interruption often measure impact.

‘Urgency’ is about the necessary speed of solving an Incident of a certain impact.

Factors used to determine the impact and urgency include, but are not limited to:

• Number of users affected by the condition

• Urgency of resolution

• Length and scope of the outage

• Availability of a solution / workaround

• Type of service being disrupted

• Number of occurrences

• Length of time an incident has remained open

These factors will be applied as follows :

	Critical	High	Medium	Low
Impact	Major outage affecting a large number of users or a business unit. Critical business commitments cannot be met. Clinical/patient safety, financial, market image, or regulatory implications	System or application usable with severe restrictions. Performance severely degraded. Clinical/patient safety, financial, market image, or regulatory implications	Incidents affecting a small number or users Must be resolved but do not impact service level agreements. Default priority.	Incidents that do not directly affect user’s productivity. Workaround available.
Urgency	Required Immediately	Required within 1 day	Required within 3 days	Required within the next week
Effort	All required resources	All required resources	Best effort. Prioritised against other work.	Resources are available.

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Table 3: Priority Criteria

Urgency and impact (and thus the priority) may be changed during the life of an incident, only by agreement between the customer and the supplier of the service. This agreement must be recorded in the incident ticket.

Incident Status Codes

The following status codes are defined:

Problem Status	Description
Open	Incident is registered
Assigned	Incident is classified and is assigned to a Group or Individual
Work In Progress	The assigned Group or Individual has accepted and is working to address the incident
Initial Resolution	When the incident has reached a ‘fix’ or workaround solution has been applied that allows the end-user(s) to able to perform their job duties and responsibilities.
Pending	The incident is waiting on a part to come in, a vendor, a change or the root cause is still being worked on.
Resolved	A solution or work-around has been implemented for the incident.
Closed	The solution has been implemented, tested and documented and users are able to perform their job duties and functions, and the end-user(s) have been notified and their agreement obtained.

Table 4: Problem Status

Target Resolution Policy

To provide good control over incident resolution, the overall process is split into sub-components. A target time is applied to each sub-component, as shown below.

	Critical		Medium
Key event	Priority	High Priority	Priority	Low Priority
Incident assignment accepted (TTA)	1 hour	2 hours	4 hours	1 day
Initial resolution (TTR) or Resolved	8 hours	2 days	5 days	10 days
Incident closed (TTC)	7 days	7 days	5 days	5 days

Table 5: Target Timeframe Policy

Additionally, Client Support Services Service Desk performance targets are highlighted below. These targets are monitored and managed against on a continual basis in order to help ensure that we are responding as quickly as possible to resolve customer-affecting incidents.

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	Target
Average Speed to Answer Target (seconds)	*
CSS Logs closed upon first contact Target (within 1 hour; all types, all priorities)	*%
CSS Logs closed same day Target (within 24 hours; all types, all priorities)	*%

Table 6: Client Support Services Service Desk Performance Targets

CUSTOMER ADDITIONAL RESPONSIBILITIES

• It is understood that if a “Critical” incident is opened with IT&S, that the issue will be worked on until restoration of the service is achieved. That being said, it is the responsibility of the “customer” to make available (7X24) the appropriate knowledgeable individual/individuals that can provide necessary information and testing of the restorative process.

• Ensure the appropriate Customer personnel have been trained in the use, support, and management of the IT&S Systems.

• Appoint an IT&S System Support Coordinator, and, if applicable, a LAN Administrator, for the effective support and operation of the IT&S Systems and to ensure that Customer Responsibilities are performed.

• During the term of this Agreement, provide IT&S with both on-site access to each Facility and remote access to the System through the IT&S approved Network services to enable IT&S to provide warranty assistance and support both on-site and remotely.

• Follow the security procedures and Network operating procedures provided by IT&S.

• Complete proper incident review, before contacting IT&S and then perform incident investigation, diagnosis, and remedial activities, as requested by IT&S.

• Maintain and support an appropriate cable plant as specified in the IT&S policies and procedures.

• Formally notify IT&S network personnel 90 days in advance as to any planned substantial system and/or network changes at the facility level that may result in a data volume increase or changes to source/destination of data sources. This would also include environmental changes such as relocating departments, equipment moves, construction, etc.

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EX-10.28

EXHIBIT 10.28

AMENDMENT NO. 001 TO
COMPUTER AND DATA PROCESSING SERVICES AGREEMENT

This AMENDMENT NO. 001 (this “Amendment”) is entered into by and between HCA — Information Technology & Services, Inc., a Tennessee corporation (“IT&S”) and Capella Healthcare, Inc., a Delaware corporation (“Customer”), with respect to that certain COMPUTER AND DATA PROCESSING SERVICES AGREEMENT dated as of February 21, 2011 by and between IT&S and Customer (the “Agreement”).

WHEREAS, IT&S has developed certain highly customized software applications which may be deployed at various stages of development in healthcare facilities to which IT&S provides management services or data processing management services, but which are not part of the general product suite offered by IT&S as more fully described in Exhibit A to this Amendment (the “Software Package”).

WHEREAS, Customer desires to access and use such Software Package at Customer’s facilities.

NOW, THEREFORE, in consideration of the premises and the obligations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, IT&S and Customer agree as follows:

1. Definitions. Capitalized terms used herein without definition shall have the same respective meanings assigned to such terms in the Agreement.

2. Disclaimers and Limitations.

THE SOFTWARE PACKAGE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. IT&S DISCLAIMS RESPONSIBILITY AND ANY LIABILITY FOR ANY ERRORS IN THE SOFTWARE PACKAGE AND ANY CONSEQUENCES, DECISIONS, JUDGMENTS OR RESULTS ATTRIBUTABLE TO OR RELATED TO ANY USES OF THE SOFTWARE PACKAGE.

IN NO EVENT WILL IT&S BE LIABLE TO CUSTOMER FOR ANY FINES, PENALTIES, DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE PACKAGE EVEN IF IT&S HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY.

IT&S DOES NOT WARRANT THAT THE SOFTWARE PACKAGE WILL MEET CUSTOMER’S REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE

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PACKAGE WILL BE UNINTERRUPTED OR WITHOUT ERROR. CUSTOMER ACKNOWLEDGES THAT THE SOFTWARE PACKAGE HAS NOT BEEN DEVELOPED ACCORDING TO CUSTOMER’S SPECIFICATIONS AND HAS NOT OTHERWISE BEEN CUSTOM-MADE FOR CUSTOMER.

CUSTOMER ACKNOWLEDGES THAT IN THE EVENT OF A FAILURE OF THE SOFTWARE PACKAGE, CUSTOMER SHALL BE LEFT WITHOUT REMEDY AGAINST IT&S. CUSTOMER ALSO ACKNOWLEDGES THAT EXCEPT FOR THE LIMITATIONS OF REMEDIES AND WARRANTIES CONTAINED IN THIS AMENDMENT, IT&S WOULD NOT PROVIDE THE SOFTWARE PACKAGE TO CUSTOMER.

3. Indemnification

Customer shall defend, indemnify and hold IT&S and its Affiliates harmless from any loss, liability, damage, cost, or expense (including reasonable counsel fees and litigation costs), out of pocket expenses, investigation expenses, consequential damages and all other expense and costs incident thereto resulting from Customer’s use of the Software Package.

4. Miscellaneous

(a) The Parties each hereby ratify and reaffirm each and every provision of the Agreement to the extent not modified by this or a previous Amendment.

(b) To the extent that this Amendment conflicts with or is inconsistent with any other provision of the Agreement, this Amendment shall govern and control to the extent of such conflict or inconsistency.

(c) This Amendment, together with the Agreement, sets forth the entire agreement and understanding of the parties hereto in respect of the transactions contemplated hereby and thereby, and supersedes all prior agreements, arrangements and understandings relating to the subject matter hereof and thereof.

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their duly authorized representatives as of ____________, 2011.

HCA — Information Technology & Services, Inc.

By:	/s/ Noel Williams		By:	/s/ Michael A. Wiechart
	Name:	Noel Williams		Name:	Michael A. Wiechart
	Title:	President		Title:	SVP/COO

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EXHIBIT A

Software Package

HCA Custom Designed Screen Package
Currently includes:

1) Emergency Department Depart Screen

2) Medication Reconciliation

3) Restraints

4) BSI: CVC & PICC

5) Vent Days

6) 1st Point of Contact

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EX-10.29

EXHIBIT 10.29

LEASE AGREEMENT

Between

MUSKOGEE MEDICAL CENTER AUTHORITY,
d/b/a MUSKOGEE REGIONAL MEDICAL CENTER,
an Oklahoma Public Trust,

as

Landlord,

MUSKOGEE REGIONAL MEDICAL CENTER, LLC,
a Delaware limited liability company,

as

Tenant

and

CAPELLA HEALTHCARE, INC.,
a Delaware corporation,

As

Guarantor

April 3, 2007

LEASE AGREEMENT

     This LEASE AGREEMENT (the “Lease”) is made and entered into as of April 3, 2007 (the “Execution Date”), by and between MUSKOGEE MEDICAL CENTER AUTHORITY, d/b/a MUSKOGEE REGIONAL MEDICAL CENTER, an Oklahoma public trust created pursuant to the Oklahoma Public Trust Act (“Landlord”), MUSKOGEE REGIONAL MEDICAL CENTER, LLC, a Delaware limited liability company (“Tenant”), and CAPELLA HEALTHCARE, INC., a Delaware corporation (“Capella”). Landlord and Tenant may be referred to individually as a “Party,” and collectively, as the “Parties.”

RECITALS

     WHEREAS, Landlord was created pursuant to the Oklahoma Public Trust Act to, among other things, control and operate a general acute care hospital known as Muskogee Regional Medical Center (the “Hospital”);

     WHEREAS, Landlord and the City of Muskogee, Oklahoma (the “City”), have entered into the March 1, 1974 Lease Agreement (as amended and restated on March 30, 2007) attached as Exhibit A (the “Prime Lease”), pursuant to which the City leases to Landlord certain improved real estate described therein (the “Leased Real Property”) which is used in the operation of the Hospital;

     WHEREAS, Landlord owns the improved and unimproved real property described on Exhibit B (the “Owned Real Property”), all of which is used or held in connection with the operation of the Hospital and its related businesses;

     WHEREAS, Landlord and the City have determined that it is in the best interest of the Hospital and the greater Muskogee community for Landlord to enter into this Lease, pursuant to which Tenant will lease from Landlord the Owned Real Property and sublease from Landlord the Leased Real Property (the Owned Real Property and the Leased Real Property collectively, the “Premises”);

     WHEREAS, in connection with the foregoing, Landlord, certain affiliates thereof and Tenant have entered into a Master Agreement dated March 30, 2007 (the “Master Agreement”), pursuant to which, inter alia, Landlord has or will transfer and sell to Tenant certain non-real property assets which are used in the operation of the Hospital and its related businesses;

     WHEREAS, as described in the Master Agreement, Landlord has agreed to complete certain construction projects on the Premises, including the construction of improvements indicated by the shaded area on the Hospital diagram attached as Exhibit C (the “West Side Expansion Project”); and

     WHEREAS, the Parties desire to enter into this Lease to memorialize the terms upon which Tenant will lease the Premises from Landlord.

     NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the adequacy and receipt of which hereby are acknowledged, the Parties, intending to be legally bound, agree as follows:

ARTICLE I

DEMISE OF LEASEHOLD

     1.1 Demise of Leasehold.

          (a) Subject to the provisions, covenants and agreements herein contained, Landlord hereby leases and demises to Tenant, and Tenant hereby leases from Landlord, the Owned Real Property, for the Term, subject to the Permitted Encumbrances and the Assumed Liabilities (as such terms are defined in the Master Agreement).

          (b) Subject to the provisions, covenants and agreements herein contained, Landlord hereby subleases and demises to Tenant, and Tenant hereby subleases from Landlord, the Leased Real Property, for the Term, subject to the Permitted Encumbrances, the Assumed Liabilities, and the existing covenants, conditions and restrictions set forth in the Prime Lease.

          (c) The Premises shall include all right, title and interest Landlord may have, if any, in, to and under any and all easements, appurtenant to the Owned Real Property and the Leased Real Property, and all right, title and interest Landlord may have, if any, in and to any and all roads, streets, lanes and highways adjacent to the Premises.

ARTICLE II

TERM

     2.1 Term. The initial term of this Lease shall commence as of 12:01 a.m. on April 3, 2007 (the “Commencement Date”) and shall end on March 30, 2047 (the “Expiration Date”)¹, unless sooner terminated as provided herein (the “Term”).

     2.2 Delivery of Possession. Landlord shall deliver possession of the Premises to Tenant as of the Commencement Date.

     2.3 Condition of Premises. Upon possession by Tenant, the Premises shall be as represented to Tenant in the Master Agreement. EXCEPT AS SET FORTH IN THE PRECEDING SENTENCE, LANDLORD DOES NOT MAKE, AND TENANT ACKNOWLEDGES THAT LANDLORD HAS NOT MADE, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONDITION, HABITABILITY, MERCHANTABILITY, COMPLIANCE WITH SPECIFICATIONS, DESIGN, OPERATION OR FREEDOM FROM LATENT DEFECTS OF THE PREMISES OR ITS PRESENT OR FUTURE FITNESS OR AVAILABILITY FOR ANY PARTICULAR PURPOSE OR USE, AND LANDLORD SHALL NOT BE LIABLE FOR ANY LATENT OR PATENT DEFECT THEREIN OR FOR THE FAILURE OF THE PREMISES TO COMPLY

¹ One day prior to the expiration of the Prime Lease.

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WITH ANY LEGAL REQUIREMENT APPLICABLE THERETO. Except as set forth herein or in the Master Agreement, all risks incident to the matters referred to in the preceding sentence shall be borne by Tenant.

     2.4 Provisions Regarding Prime Lease. The terms of this Lease, as they relate to the Prime Lease and the Leased Real Property, are subject and subordinate to the terms of the Prime Lease. Each Party agrees that it will not, by its act or omission to act, cause a default under the Prime Lease. In furtherance of the foregoing, the Parties confirm, each to the other, that it is not practical in this Lease to enumerate all of the rights and obligations of the respective Parties under the Prime Lease and specifically to allocate those rights and obligations in this Lease. Accordingly, in order to afford to Tenant the benefits of this Lease and of those provisions of the Prime Lease which by their nature are intended to benefit the Party in possession of the Hospital (as defined in the Prime Lease) and in order to protect Landlord against a default by Tenant which might cause a default or event of default by Landlord under the Prime Lease, the Parties agree as follows:

          (a) Provided Tenant shall timely pay all Rent (as defined in Section 3.3) when and as due under this Lease, Landlord shall pay, when and as due, all rent and other charges payable by Landlord to the City under the Prime Lease;

          (b) Landlord shall not terminate and shall perform its covenants and obligations as tenant under the Prime Lease (unless Landlord is prohibited from doing so as a result of the action or inaction of Tenant);

          (c) Tenant shall perform all affirmative covenants under the Prime Lease and shall refrain from performing any act which is prohibited by the negative covenants of the Prime Lease, where the obligation to perform or refrain from performing is by its nature imposed upon the party in possession of the Leased Real Property;

          (d) Landlord shall not agree to any amendment to the Prime Lease, unless Landlord shall first obtain Tenant’s prior approval, which shall not be unreasonably withheld.

          (e) Landlord grants to Tenant the right to receive all of the services and benefits with respect to the Leased Real Property which are to be provided, if any, by the City pursuant to the Prime Lease. Notwithstanding the foregoing, the Parties contemplate that the City will, in fact, perform its obligations under the Prime Lease and in the event of any default or failure of performance by the City, Landlord agrees that it will, upon notice from Tenant, make demand upon the City to perform its obligations thereunder, and Landlord will take appropriate legal action to enforce the Prime Lease.

          (f) Landlord agrees to furnish Tenant with copies of any notices received by Landlord pursuant to the Prime Lease within seventy-two (72) hours after such receipt, and Tenant agrees to furnish Landlord with a copy of (i) any notice received by Tenant from the City pursuant to the Prime Lease within seventy-two (72) hours after such receipt and (ii) any notice Tenant sends to the City concurrently to Landlord. The notices sent pursuant to this Section 2.4(e) shall be sent to the addresses set forth in Section 17.11.

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          (g) In the event the Prime Lease is rejected pursuant to Section 365 of the Bankruptcy Code (11 U.S.C. § 365), Landlord agrees, for the benefit of Tenant, that the right of election arising under Section 365(h)(1)(A) of the Bankruptcy Code shall only be exercised by Tenant or its successors or assigns, and not by any other party, including, without limitation, Landlord. Any exercise or attempted exercise by any party other than Tenant or its successors or assigns of such right of election in violation of the preceding sentence shall be void. Unless Tenant or its successors or assigns elect pursuant to Section 365(h)(1)(A) of the Bankruptcy Code to treat the Prime Lease as terminated, rejection of the Prime Lease pursuant to Section 365 of the Bankruptcy Code by City or any parties entitled to act on behalf of or through City (a) shall not terminate the Prime Lease, which shall continue in full force and effect in accordance with its terms, and (b) shall not affect or impair the Lease or the Leasehold Mortgage (as defined in Section 11.2(a)).

     2.5 City’s Consent. This Lease and the obligations of the parties under it have been approved and consented to by the City. The City’s consent shall be deemed to evidence the City’s agreement that Tenant may use the Leased Real Property for the purpose set forth in this Lease, and that Tenant shall be entitled to any waiver of claims and of the right of subrogation for damage to the Leased Real Property if and to the extent that the Prime Lease provides such waivers for the benefit of Landlord.

ARTICLE III

RENT

     3.1 Base Rent. As prepayment in full of the base rent due to Landlord hereunder (the "Base Rent”), and in keeping with the terms of the Master Agreement, Tenant has paid Landlord on the Commencement Date Seventy Five Million Dollars ($75,000,000)].

     3.2 Net Lease. Except as set forth in the Master Agreement, the Base Rent payable hereunder has been paid in full, net to Landlord without setoff, counterclaim, deduction or defense.

     3.3 Additional Rent; Rent. Tenant will also pay, from time to time as provided in this Lease or on demand of Landlord, as additional rent (the “Additional Rent” and together with Base Rent, “Rent”) all other amounts, liabilities and obligations that Tenant herein assumes or agrees to pay. In the event of any failure on the part of Tenant to pay any Additional Rent, Landlord shall have all the rights, powers and remedies provided for in this Lease. Landlord appoints Tenant the attorney-in-fact of Landlord (which appointment is coupled with an interest) for the purpose of making all payments of Additional Rent required to be paid to Persons other than Landlord. In case any such Person shall refuse to accept payment of such Additional Rent from Tenant, Tenant shall thereupon give written notice of such fact to Landlord and shall pay such Additional Rent directly to Landlord or its designee at the place where the Rent is then payable as provided in this Lease.

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ARTICLE IV

IMPOSITIONS

     4.1 Obligation to Pay Impositions. In addition to paying the Base Rent specified in ARTICLE III, Tenant shall also pay as Additional Rent the amounts determined in accordance with this ARTICLE IV (“Impositions”).

     4.2 Payment by Tenant. This Lease shall be a “triple-net lease,” as described herein. To this end, Tenant shall pay as Additional Rent for the Premises, all taxes and assessments, general and special, water rates and all other impositions, ordinary and extraordinary, foreseen or unforeseen, of every kind and nature whatsoever, which may be levied, assessed, charged or imposed during the Term upon the Premises, or any part thereof, or upon any improvements at any time situated thereon. Impositions levied against the Premises shall be prorated between Landlord and Tenant as of the Commencement Date for the first year of the Term and as of the Expiration Date for the last year of the Term (on the basis of the Parties’ reasonable estimate thereof); provided, however that Landlord shall not be required to pay any prorated portion of taxes from which it would otherwise be lawfully exempt. Tenant shall have the right, at its sole cost and expense, to contest the amount of the Impositions (but not the obligation to pay the Impositions) in the name of Landlord. Landlord, at Tenant’s sole cost, will cooperate fully with Tenant in any contest relating to any Impositions which does not involve the City or other political subdivisions of the State of Oklahoma or the County of Muskogee, Oklahoma. Tenant may take the benefit of the provisions of any statute or ordinance permitting any assessment to be paid over a period of years, and Tenant shall be obligated to pay only those installments related to or falling due during the Term of this Lease.

     4.3 Additional Taxes. If at any time during the Term the method of taxation prevailing at the commencement of the Term hereof shall be altered so that any new tax, assessment, levy, imposition or charge, or any part thereof, shall be measured by or be based in whole or in part upon the Lease or the Premises, the Base Rent or Additional Rent or other income therefrom, and shall be imposed upon Landlord, then all such taxes, assessments, levies, impositions or charges, or the part thereof, to the extent that they are so measured or based, shall be deemed to be included within the definition of Impositions for the purposes hereof to the extent that such Impositions would be payable if the Premises were the only property of Landlord subject to such Impositions, and Tenant shall pay and discharge the same.

     4.4 In-Kind Payments. If Landlord’s or the City’s status as public or governmental entities results in the Premises being deemed exempt from ad valorem taxes, then Tenant shall make an annual in-kind payment to the governmental or taxing authorities that otherwise would assess ad valorem taxes. The in-kind payment shall be in an amount equal to the ad valorem and real estate taxes that otherwise would have been assessed if Tenant owned the Premises and such property had not been deemed to be exempt from ad valorem taxes. All such in-kind payments shall be deemed Impositions which Tenant shall pay and discharge in accordance with the terms of this ARTICLE IV.

     4.5 Representations and Warranties. Tenant has had an opportunity to consult with Landlord with respect to the Impositions projected for the operation of the Premises but has not

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relied upon any statements or representations of Landlord or any agent or Affiliate (as defined in the Master Agreement) of Landlord in regard thereto in executing this Lease and agreeing to perform the terms and covenants hereof, and shall make no claims against Landlord based thereon.

ARTICLE V

PERMITTED USE AND COMPLIANCE WITH LAWS

     5.1 Permitted Use. Subject to the terms and conditions of this Lease (including without limitation Section 5.2) the Prime Lease and the Master Agreement, Tenant shall use and occupy the Premises for hospital, healthcare, and medical offices (the “Permitted Uses”), and such other incidental uses such as administration, clerical, medical testing, diagnostic services and retail services that are ancillary to the other Permitted Uses. Tenant covenants and agrees to use and occupy the Premises in conformity with all Legal Requirements (as such term is defined in Section 5.4).

     5.2 Operating Covenants. Subject to the terms of this Lease, the Prime Lease, and the Master Agreement, the Parties, for themselves and for their respective successors and assigns, hereby grant, reserve and declare that the Premises and Tenant’s use of the Premises shall be subject to the following restrictions and covenants, all of which Tenant shall observe and perform:

          (a) Continuation of Operations. Following the Commencement Date and during the term of this Lease, Tenant will continue to operate the Hospital as a general acute care hospital and will continue to provide all essential services provided at the Hospital by Landlord as of the Commencement Date, including medical, surgical, critical care, emergency, obstetrics, and inpatient rehabilitation services, in each case subject to the availability of qualified physicians. No essential service may be discontinued without the prior written consent of the Board of Trustees (as hereinafter defined). Following the Commencement Date and during the term of this Lease, Tenant shall not reduce the number of staffed beds at the Hospital, without the prior written consent of the Board of Trustees.

          (b) Governance. On the Commencement Date, Tenant, in consultation with the existing Hospital board (and the City, as applicable), will appoint, and thereafter maintain, a board of trustees for the Hospital (“Board of Trustees”) comprised of seven (7) to nine (9) members and consisting solely of the Hospital’s Chief Executive Officer, the Chief of the Hospital’s medical staff, one or more other physicians on the Hospital’s medical staff and other residents of the Hospital’s service area. The Board of Trustees shall meet on a regular basis and have the following responsibilities:

               (i) developing a strategic plan;

               (ii) adopting a vision, mission and values statement;

               (iii) participating in the development and review of operating and capital budgets and facility planning;

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               (iv) participating in periodic evaluations of the Hospital CEO;

               (v) granting medical staff privileges and, when necessary, taking disciplinary action consistent with the Hospital bylaws (with the advice of counsel);

               (vi) supporting physician recruitment efforts;

               (vii) fostering community relationships and identifying service and education opportunities; and

               (viii) participating in the Hospital’s quality assurance initiatives.

          (c) Indigent Care Policies. For a period of at least ten (10) years following the Commencement Date, Tenant shall adopt and adhere to Landlord’s current indigent care policies at the Hospital, which are attached as Exhibit D, and shall maintain (and shall not decrease) the level or amount of annual charity care historically provided by Landlord at the Hospital prior to the Commencement Date (the “Charity Care Commitment Level”). Notwithstanding the foregoing, if any governmental entity institutes a new program which funds charity care for indigent patients at the Hospital (an “Alternate Funding Program”), then, during the period such Alternate Funding Program is available, Tenant’s Charity Care Commitment Level shall be reduced by an amount equal to the amount of charity care that Tenant can demonstrate in reasonable detail was provided by the Alternate Funding Program. At all times following the Commencement Date, Tenant shall cause the Hospital to treat any sick or injured person who presents to the emergency room and needs care and treatment. No such person will be turned away because of age, race, gender or inability to pay. At all times following the Commencement Date, Tenant shall cause the Hospital to continue to provide services to patients covered by the Medicare and Medicaid programs and those unable to pay for emergent and medically necessary care.

          (d) General Capital Expenditures. During the first five (5) years following the Commencement Date, Tenant shall make at least Twenty-Eight Million Dollars ($28,000,000) in general capital expenditures at the Hospital, less any offsets contemplated by the Master Agreement. As used herein, “general capital expenditures” shall include expenditures for new equipment, equipment replacement, facility renovations, new facilities, medical office space, development of new services, information systems and other capital improvements, including commitments assumed on the Commencement Date or incurred thereafter pursuant to operating or capital leases. “General capital expenditures” shall not include the physician recruitment expenses set forth in Section 5.2(e), or the nurse recruitment expenses set forth in Section 5.2(f).

          (e) Physician Recruitment. Tenant will commit to a physician recruitment plan based upon community need and the input from the Board of Trustees. During the first five (5) years following the Commencement Date, Tenant shall expend such funds as are reasonably necessary to recruit physicians in accordance with such plan to the Hospital and/or the Muskogee, Oklahoma area.

          (f) Nurse Recruitment. Tenant will commit to a nurse recruitment plan based upon community need and the input of the Board of Trustees. During the first two (2) years following the Commencement Date, Tenant shall expend such funds as are reasonably necessary

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to recruit nurses in accordance with such plan to the Hospital and/or the Muskogee, Oklahoma area.

          (g) Nursing School Support. During the first five (5) years following the Commencement Date, Tenant also will make a contribution of at least Three Thousand Dollars ($3,000) to any school of nursing located in Muskogee, Oklahoma, for each nurse graduating from such school who becomes an employee of the Hospital.

          (h) Continuation of Continuing Medical Education Arrangements. During the term of this Lease, Tenant will maintain and expand the Hospital’s existing on-site physician continuing medical education programs and arrangements, as well as its nurse training programs and arrangements.

          (l) Medical Staff. Tenant will grant medical staff membership to all members of the Hospital’s medical staff in good standing as of the Commencement Date. The foregoing will not limit the ability of Tenant to grant, withhold or suspend medical staff appointment or clinical privileges in accordance with the terms and provisions of the Hospital’s medical staff bylaws after the Commencement Date. Tenant shall in good faith consider and explore business opportunities to enter into joint ventures or otherwise collaborate with members of the Hospital’s medical staff.

          (j) Commitment to Auxiliary. During the term of this Lease, Tenant shall continue to support the activities conducted by the Muskogee Medical Center Auxiliary.

          (k) Quality of Care. During the term of this Lease, Tenant shall continue to support and engage in quality assurance and improvement initiatives designed to continuously improve the quality of care provided to patients of the Hospital. At least annually, Tenant shall distribute and collect patient satisfaction surveys and strive to achieve patient satisfaction scores above national averages for similarly-situated hospitals.

     5.3 Landlord Improvements. Except for the commitments of Landlord to complete certain construction projects at the Hospital (as described in the Master Agreement), no promises of Landlord to alter, remodel, improve, repair or decorate the Premises or any part thereof have been made and, except as set forth in the Master Agreement or herein, no representation respecting the condition of the Premises has been made to Tenant by or on behalf of Landlord.

     5.4 Compliance with Legal Requirements. Tenant shall at its sole cost and expense during the Term comply with the following (collectively, “Legal Requirements”): (i) except as provided in Section 5.5 below, all federal, state, county, municipal and other governmental and quasi-governmental statutes, laws, rules, orders, regulations and ordinances affecting the Premises or any part thereof, or the use thereof, including those which require the making of any structural, unforeseen or extraordinary changes, whether or not any such statutes, laws, rules, orders, regulations or ordinances which may be hereafter enacted involve a change of policy on the part of the governmental body enacting the same, and (ii) all rules, orders and regulations of the National Board of Fire Underwriters or other bodies exercising similar functions in connection with the prevention of fire or the correction of hazardous conditions, which apply to

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the Premises. Tenant shall comply with the requirement of all policies of public liability, fire and other insurance which at any time may be in force with respect to the Premises.

     5.5 Americans With Disabilities Act. The Parties acknowledge that the Americans With Disabilities Act of 1990 (42 U.S.C. §12181 et seq.) and regulations and guidelines promulgated thereunder, as all of the same may be amended and supplemented from time to time (collectively referred to herein as the “ADA”) establish requirements under Title III of the ADA (“Title III”) pertaining to accessibility and barrier removal, and that such requirements may be unclear and may or may not apply to the Premises depending on, among other things: (1) whether Tenant’s business operations are deemed a “place of public accommodation” or a “commercial facility,” (2) whether compliance with such requirements is “readily achievable” or “technically infeasible,” and (3) whether a given alteration affects a “primary function area” or triggers so-called “path of travel” requirements. Except with respect to the West Side Expansion Project, the Parties acknowledge and agree that Tenant has been provided an opportunity to inspect the Premises sufficient to determine whether or not the Premises in their condition as of the Commencement Date deviate in any manner from the ADA Accessibility Guidelines (“ADAAG”) or any other requirements under the ADA pertaining to the accessibility of the Premises. Tenant further acknowledges and agrees that Tenant accepts the Premises in “as-is” condition and agrees that, except as set forth herein or in the Master Agreement, Landlord makes no representation or warranty as to whether the Premises conforms to the requirements of the ADAAG or any other requirements under the ADA pertaining to the accessibility of the Premises.

     Notwithstanding anything to the contrary in this Lease, the Parties agree as follows: (a) Tenant shall defend, indemnify and hold harmless the Landlord Indemnified Parties (as defined below) from and against any and all Losses (as defined below) arising as a result of (i) any claim made by a third party (other than the parties hereto, their Affiliates or the City or its Affiliate) with respect to Title III compliance of the Premises during the Term (other than with respect to the West Side Expansion Project, excluding alterations to the Premises made by Tenant) and (ii) Title III “path of travel” requirements triggered by any of Tenant’s construction activities during the Term or alterations in the Premises during the term (other than those conducted by Landlord in connection with the West Side Expansion Project) and (b) Landlord shall defend, indemnify and hold harmless the Tenant Indemnified Parties (as defined below) from and against any and all Losses arising as a result of (i) any claim made by a third party (other than the parties hereto, their Affiliates or the City or its Affiliate) with respect to Title III compliance of the West Side Expansion Project (excluding alterations to the Premises made by Tenant), including structural work; and (ii) Title III “path of travel” requirements of the West Side Expansion Project (excluding alterations to the Premises made by Tenant). Notwithstanding anything to the contrary in this Lease, including this Section 5.5, nothing in this Lease shall be construed to require Landlord or Tenant to alter, repair or make improvements to the Premises to make the Premises compliant with the ADA, Title III or the ADAAG.

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ARTICLE VI

UTILITIES AND SERVICES

     6.1 Utilities and Services. Landlord shall be required to provide no services to Tenant or for the benefit of the Premises, it being understood and agreed that Tenant shall purchase all utility and building services, including, but not limited to, fuel, water, electricity, natural gas, sewerage, waste hauling and disposal, janitorial, and security, from the utility or service provider, and shall during the Term pay for such services when such payments are due.

ARTICLE VII

MAINTENANCE

     7.1 Maintenance Obligations. At its sole cost and expense and without reimbursement or contribution from Landlord, Tenant shall during the Term keep, repair, and maintain the entire exterior and interior of the Premises, specifically including, without limitation, the heating, ventilating and air conditioning system, electrical system, plumbing’ system, fire suppression and life safety system, the parking areas, sidewalks, the roof, windows, and plate glass, in good condition and repair, ordinary wear and tear excepted. Tenant shall further during the Term keep and maintain the parking area and all sidewalks and areas adjacent thereto, and all landscaped areas adjacent thereto, safe secure, clean and sanitary.

     7.2 Landlord’s Maintenance Obligations. During the Term, Landlord shall have no obligation for repairs, replacements, or maintenance of the Premises or any portion thereof.

     7.3 Alterations, Additions, Demolitions, Expansions, Replacements and Improvements.

          (a) Tenant at its expense and in its sole discretion and without Landlord’s consent, may make Routine Improvements to the Premises. “Routine Improvements” shall mean alterations, additions, demolitions, expansions, replacements or improvements which, when undertaken separately, or if such alteration or addition is undertaken together with other alterations, additions, demolitions, expansions, replacements or improvements that constitute a single construction plan or project (whether or not accomplished in successive stages or procedures), then taken in the aggregate as well, without regard to furniture or interior decorative items: (i) do not change the general character of the Premises or result in the Premises not continuing to be suitable for the same uses as they were used for on the Commencement Date; (ii) are performed in a good and workmanlike manner and do not reduce the fair market value of the Premises below its value immediately before such alterations, additions, demolitions, expansions, replacements or improvements, or impair the usefulness of the Premises or impair the useful life of the improvements thereon, (iii) are effected in compliance with all Legal Requirements and insurance requirements, and (v) are promptly and fully paid for by Tenant.

          (b) Tenant shall not make any alterations, additions, demolitions, expansions, replacements or improvements to the Premises which are not Routine Improvements, without

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first obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed.

          (c) All alterations, additions, expansions, replacements or improvements shall not constitute Rent, and, other than Tenant’s personal property (which does not include fixtures and leasehold improvements), shall upon expiration or termination of the Lease, constitute a part of the Premises and become the property of Landlord.

          (d) In the event Tenant is required to obtain Landlord’s consent pursuant to Section 7.3(b) above to an alteration, addition, demolition, expansion, replacement or improvement, Tenant shall submit to Landlord a copy of the preliminary plans (at whatever stage of completion Tenant should choose to submit) for such alteration or addition, after which Landlord shall, within twenty (20) business days of receipt thereof, approve such preliminary plans (such approval not to be unreasonably withheld, conditioned or delayed) or reject such preliminary plans and provide suggestions to Tenant as to how such preliminary plans might be changed to receive the approval of Landlord (recognizing that all such revised plans must be submitted to Landlord for further review and approval). Following approval or deemed approval by Landlord of the preliminary plans for such alterations, additions, demolitions, expansions, replacements or improvements, Tenant shall submit to Landlord a copy of the final plans, after which Landlord shall, within thirty (30) business days of receipt thereof, approve (such approval not to be unreasonably withheld, conditioned or delayed) or disapprove such final plans, provided, however that Landlord may withhold its approval only if and to the extent the final plans are materially inconsistent with the preliminary plans approved or deemed approved by Landlord or fail to incorporate Landlord’s previous comments, if any. If Landlord fails to approve or disapprove the preliminary plans or final plans within thirty (30) business days of its receipt of the same, Landlord shall conclusively be deemed to have given its approval.

          (e) Nothing herein shall modify or affect Tenant’s obligations to make certain capital expenditures related to the Hospital under Section 10.14 of the Master Agreement.

ARTICLE VIII

WAIVER OF CERTAIN CLAIMS; INDEMNITY

     8.1 Waiver of Certain Claims. Except as otherwise set forth in this Lease or due to the gross negligence or willful misconduct of Landlord, Tenant releases Landlord, its trustees, employees and agents, from and waives all claims for damages to person or property sustained by Tenant, or by any other person, during the Term and resulting directly or indirectly from fire or other casualty, cause or any existing or future condition, defect, matter or thing in or about the Premises, or from any equipment or appurtenance therein, or from any accident in or about the Premises. This Section 8.1 shall apply especially, but not exclusively, to damage caused by water, snow, frost, steam, excessive heat or cold, sewerage, gas, odors or noise, or the bursting or leaking of pipes or plumbing fixtures, broken glass, sprinkling or air conditioning devices or equipment, or flooding of basements.

     8.2 Tenant Responsible for Personal Property. All personal property belonging to Tenant shall be located on the Premises at the risk of Tenant, and Landlord shall not be liable for

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damage, theft, misuse or destruction thereof, unless caused by the gross negligence or willful misconduct of Landlord.

     8.3 Indemnification by Tenant. Unless due to the gross negligence or willful misconduct of Landlord or the City, Tenant shall defend, indemnify and hold harmless the Landlord Indemnified Parties from and against any and all Losses that any of the Landlord Indemnified Parties incurs as a result of, or with respect to: (i) any claim made by a third party with respect to the operation of the Hospital during the Term, (ii) Tenant’s occupancy of the Premises or the conduct of its business; and (iii) except as permitted by the terms hereof or of the Master Agreement, any alterations, additions, or improvements made by Tenant to the Premises

     8.4 Indemnification by Landlord. Unless due to the gross negligence or willful misconduct of Tenant, Landlord shall defend, indemnify and hold harmless Tenant, its directors, officers, employees, agents and independent contractors (“Tenant Indemnified Parties”) from and against any and all Losses that any of the Tenant Indemnified Parties incurs as a result of, or with respect to any claim made by a third party with respect to the operation of the Hospital prior to the Commencement Date; provided, however, that the indemnification set forth in this Section 8.4 shall be subject in all respects to the monetary and temporal limitations set forth in the Master Agreement (including without limitation, those set forth in Section 11.3 thereof).

ARTICLE IX

SUBROGATION AND INSURANCE

     9.1 Waiver of Subrogation. Tenant shall ensure that all fire and extended coverage and other property damage insurance policies which it maintains are endorsed with a clause providing that any release from liability of, or waiver of claim for recovery from Landlord or Tenant entered into in writing by Landlord and Tenant prior to any loss or damage shall not affect the validity of such policies or the right of Tenant to recover thereunder and providing further that the insurer waives all rights of subrogation which such insurer might have against Landlord or Tenant. Without limiting any release or waiver of liability or recovery set forth elsewhere in this Lease, and notwithstanding anything in this Lease which may appear to be to the contrary, each of the Parties hereto waives all claims for recovery from the other Party for any loss or damage to any of its property insured under valid and collectible insurance policies to the extent of any recovery collectible under such insurance policies. Notwithstanding the foregoing or anything contained in this Lease to the contrary, any release or any waiver of claims shall not be operative, nor shall the foregoing endorsements be required, in any case where the effect of such release or waiver is to invalidate insurance coverage or invalidate the right of the insured to recover thereunder nr to increase the cost thereof (provided that in the case of increased cost the other Party shall have the right, within ten (10) days following written notice, to pay such increased cost keeping such release or waiver in full force and effect).

     9.2 Tenant’s Insurance.

          (a) During the Term, Tenant, at its sole cost and expense, shall procure and maintain insurance coverage consistent with the coverage maintained by other similarly-situated hospital management companies. Without limiting the generality of the foregoing, during the

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Term, Tenant, at its sole cost, shall at a minimum procure and maintain the following types of insurance policies with the following minimum liability limits:

               (i) all improvements (exclusive of foundations, excavations, parking areas, drives, underground utilities and all other land improvements) at any time situated upon the Premises against loss or damage by fire, lightning, vandalism, malicious mischief and other risks which are included under an “extended coverage” endorsement. The insurance coverage shall be for not less than one hundred percent (100%) of the full replacement cost of such improvements. Landlord and Tenant shall be named as insured parties as their interests may appear;

               (ii) General liability insurance covering bodily injury, death and property damage occurring on, in or about the Premises, with liability limits of not less than One Million Dollars ($1,000,000) per occurrence and Three Million Dollars ($3,000,000) in the annual aggregate. Landlord and Tenant shall be named as insured parties as their interests may appear;

               (iii) Professional liability coverage covering Tenant and all professional employees of Tenant and its Affiliates (as defined in the Master Agreement), with liability limits of not less than One Million Dollars ($1,000,000) per occurrence and Three Million Dollars ($3,000,000) in the annual aggregate; and

               (iv) worker’s compensation insurance with liability limits consistent with Legal Requirements.

          (b) The aforesaid insurance shall be issued by companies and be in form and substance reasonably satisfactory to Landlord; provided, however, Tenant may self insure its workers compensation coverage in a manner that complies with Legal Requirements. Tenant, at its election, may maintain coverage under a so called “blanket” policy or policies.

          (c) All insurance policies shall provide that Landlord shall receive notice of coverage cancellation or termination at the same time as Tenant.

     9.3 Compliance with Requirements. Tenant shall not, directly or indirectly, make any use of the Premises which may jeopardize any insurance coverage or unreasonably increase the cost of such insurance.

ARTICLE X

RETURN OF PREMISES; SURRENDER

     10.1 Surrender of Possession. At the termination of this Lease, Tenant shall surrender possession of the Premises to Landlord and shall, subject to the following paragraph, return the Premises and fixtures therein to Landlord in as good condition as when Tenant originally took possession, ordinary wear and tear excepted.

     10.2 Installations and Additions. All installations, additions, partitions, hardware, light fixtures, nontrade fixtures and improvements, temporary or permanent, except movable

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furniture, trade fixtures and personal property belonging to Tenant, in or upon the Premises, whether placed there by Tenant or Landlord, shall upon expiration or termination of the Lease become Landlord’s property and shall remain upon the Premises, all without compensation, allowance or credit to Tenant.

     10.3 Trade Fixtures and Personal Property.

          (a) Except for those Operating Assets purchased by Landlord pursuant to Section 10.3(b), Tenant shall remove all of its furniture, machinery, trade fixtures and other items of movable personal property of every kind and description from the Premises and restore any damage to the Premises caused thereby, such removal and restoration to be performed at least ninety (90) days following expiration or termination of this Lease. Any such item not so removed by Tenant may be removed from the Premises by Landlord and Tenant shall pay to Landlord upon demand the reasonable cost of removal and of restoring the Premises.

          (b) Landlord shall have an option to purchase for their then-current book value, some or all, of the tangible and intangible assets owned by Tenant and its Affiliates and subsidiaries and used or held in connection with the operation of the Hospital and its related businesses, including without limitation, those categories of assets transferred and sold to Tenant by Landlord pursuant to the Master Agreement (the “Operating Assets”), other than those proprietary assets that are owned by Guarantor or its Affiliates and also used in connection with the operation of other hospital facilities owned or operated by the Guarantor or its Affiliates (the “Proprietary Assets”); provided, however, that Guarantor or its Affiliates shall grant Landlord a license to use the Proprietary Assets for such period of time as may be reasonably necessary to replace the Proprietary Assets. Landlord shall exercise its option, if at all, by providing Tenant written notice of its intent to do so not more than thirty (30) nor less than twenty-four (24) months prior to the Expiration Date or the effective date of termination of this Lease, specifying the Operating Assets or categories of Operating Assets it desires to purchase (the “Primary Option Notice”). Notwithstanding the foregoing, if Landlord fails to send the Primary Option Notice within time period prescribed, it shall nonetheless have an option to purchase for their then-current book value all, but not less than all, of the Operating Assets if it provides Tenant written notice of its intent to do so not less than sixty (60) days prior to the Expiration Date or the effective date of termination of this Lease (the “Secondary Option Notice”). The sale of such Operating Assets shall be consummated within thirty (30) days following the date of such expiration or termination of this Lease. At the closing of such transaction: (i) Tenant shall transfer to Landlord the Operating Assets specified in the Primary Option Notice or the Secondary Option Notice, as the case may be, free and clear of all liens and encumbrances other than those existing on the Commencement Date or those upon which the Parties agree; and (ii) Landlord shall pay Tenant by wire transfer of federal funds to an account of Tenant’s designation the then-current book value of the Operating Assets specified in the Primary Option Notice or Secondary Option Notice.

     10.4 Holdover. If Landlord has satisfied its obligations under this Lease, Tenant shall pay Landlord for each day Tenant retains possession of the Premises or any part thereof after the expiration or termination of this Lease, the then-current fair rental value of the Premises being withheld per day, as well as consequential damages in an amount equal to any losses or liabilities incurred by Landlord for breach of any agreement it has made to lease the Premises to a third

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party effective as of a date following the Expiration Date. Acceptance by Landlord of Rent after such expiration or termination shall not of itself constitute a renewal of this Lease. Nothing contained in this Section shall be construed or operate as a waiver of Landlord’s right of reentry or any other right or remedy of Landlord.

ARTICLE XI

ASSIGNMENT AND SUBLETTING

     11.1 Assignment and Subletting.

          (a) Subject to Sections 11.1(b) and 11.2 below, Tenant and its permitted assigns, with the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, may assign this Lease, in whole or in part from time to time as provided herein. The consent of Landlord pursuant to this Section 11.1 shall not constitute a waiver of the necessity for consent to any subsequent assignment and Tenant shall remain fully liable under this Lease and shall not be released from any such liability except by written instrument expressly setting forth such release executed by Landlord.

          (b) For purposes of this Section 11.1, an assignment shall specifically exclude (a) an assignment to an Affiliate of Tenant, (b) a transfer or sale of fifty percent (50%) or more of the voting interest or stock of Tenant’s parent, Capella Healthcare, Inc. (“Capella”), to a third party, (c) the merger or consolidation of Capella with a third party, or (d) the sale of substantially all the assets of Capella. Any such transfer, sale, merger or consolidation will not be deemed an assignment requiring the prior written consent of Landlord; provided, however, in the event of a sale of Tenant’s assets whereby the Premises is transferred to a third party acquirer, Tenant shall not consummate such a transaction without having first required such third party acquirer, or an Affiliate thereof, to enter into a written agreement pursuant to which such acquirer, or Affiliate thereof, assumes Tenant’s obligations hereunder.

          (c) Notwithstanding anything to the contrary in Section 11.1(a), Tenant may, without the written consent of Landlord enter into one or more subleases of discrete professional office or retail space consistent with the Permitted Uses or otherwise permitted hereunder in connection with the ordinary course operations of the Hospital, its medical office buildings and its related businesses. Such authority shall not include the right to sublease all or substantially all of the Hospital or the Premises.

     11.2 Leasehold Mortgages.

          (a) Tenant shall have the right, without Landlord’s consent, to mortgage, pledge, encumber, hypothecate or assign as security (a “Leasehold Mortgage”) Tenant’s interest in the Premises and this Lease and the Tenant Improvements (collectively, the “Tenant’s Leasehold Estate”) to any leasehold mortgagee (“Leasehold Mortgagee”), provided that such financing and Leasehold Mortgage(s) conform to the requirements of this Section. Landlord and Tenant shall cooperate in modifying this Lease by suitable amendment or modification to reflect Non-Substantive Modifications (as defined below) within thirty (30) days as requested by any Leasehold Mortgagee from time-to-time. Under no circumstances shall Landlord be required to

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subordinate its interest in the Premises to the lien of any Leasehold Mortgagee. No Leasehold Mortgage shall impair Landlord’s title and/or interest in the Premises. Landlord shall not be liable for the payment of the sum secured by any mortgage, nor for any expenses in connection with the same, and neither the mortgage instrument nor any instrument or document related thereto shall contain any covenant or other obligation on Landlord’s part to pay such debt, or any part thereof, or to take any affirmative action of any kind whatsoever, except as Landlord may deem necessary or desirable to protect its interest hereunder. As used herein, “Non-Substantive Modifications” shall mean modifications or amendments to this Lease reasonably requested by a Leasehold Mortgagee which do not affect the substance of Landlord’s rights hereunder or its title or interest in the Premises.

          (b) Landlord agrees with respect to any Leasehold Mortagee that:

               (i) Landlord shall provide notice to any Leasehold Mortgagee within fifteen (15) days of any Tenant default (a “Tenant Default Notice”) at the address specified in the Leasehold Mortgage. Upon Leasehold Mortgagee’s receipt of the Tenant Default Notice, the Leasehold Mortgagee, its assignee’s or designee’s, shall have the right, but not the obligation, exercisable within thirty (30) days of receipt of the Tenant Default Notice, to cure such default on behalf of Tenant. Landlord agrees to accept any Leasehold Mortgagee’s cure of a default by Tenant.

               (ii) Any sale, assignment or transfer of the Tenant’s Leasehold Estate in any foreclosure proceedings instituted by a Leasehold Mortgagee (or the assignment or transfer of this Lease and the Tenant’s Leasehold Estate by Tenant in lieu of any such foreclosure) shall be deemed to be a permitted assignment of the Tenant’s Leasehold Estate, and Landlord shall recognize the person or entity acquiring the Tenant’s Leasehold Estate pursuant to the foregoing as the lessee hereunder with all of the rights and estate of Tenant.

               (iii) If this Lease terminates for any reason, or Tenant (or Tenant’s trustee), with the approval of a court of competent jurisdiction, rejects or disaffirms this Lease in a bankruptcy or similar proceeding, then Landlord shall give prompt notice thereof to the most senior Leasehold Mortgagee, and Landlord, upon written request of such Leasehold Mortgagee made any time within thirty (30) days of receipt of such notice by Landlord, shall promptly execute and deliver a new lease for the Premises to such Leasehold Mortgagee for the remainder of the Term and on the same terms as this Lease (except for such terms which must be modified to reflect such termination, rejection or disaffirmance and the passage of time).

               (iv) As long as Landlord has previously been provided a copy of a Leasehold Mortgage, no voluntary amendment, cancellation, termination, surrender or modification of this Lease shall be effective as to such Leasehold Mortgagee unless the Leasehold Mortgagee has consented thereto in writing.

               (v) No Leasehold Mortgagee, simply by virtue of its lien on the Tenant’s Leasehold Estate, shall be deemed to have assumed any of the obligations or liabilities of Tenant hereunder. Any Leasehold Mortgagee (or its assignee or designee) who takes title to the Tenant’s Leasehold Estate or enters into a new lease with Landlord pursuant to this Section shall be responsible for the performance of Tenant’s obligations under this Lease or such new

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lease to the extent the same first arises during the period of time, but only during the time period, that it is the Tenant hereunder, and such responsibility shall terminate upon its sale, transfer or assignment of this Lease or such new lease, as applicable. Except as expressly provided above, the purchaser at any foreclosure sale of the Tenant’s Leasehold Estate shall be deemed to have agreed to perform all of Tenant’s obligations under this Lease first arising from and after the date of such foreclosure sale and shall cure any default of this Lease that is reasonably susceptible to cure.

ARTICLE XII

DAMAGE OR DESTRUCTION BY CASUALTY

     12.1 Tenant’s Obligation to Rebuild. Except as set forth in Section 12.2, if any of the Premises shall be damaged or destroyed by fire or any other casualty during the Term, Tenant shall, thereafter commence and diligently prosecute to completion, at Tenant’s sole expense, the repair or rebuilding of the Premises or portion thereof which was damaged, in a good and workmanlike manner, in accordance with plans and specifications reasonably satisfactory to Landlord and consented to in writing by Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, provided that the Premises upon completion of such repair or rebuilding shall have a value which is not substantially less than the value of the Premises immediately prior to the damage or destruction. In the event the Premises are damaged or destroyed, all proceeds of insurance paid as a result of such damage or destruction shall be paid over to Tenant as long as Tenant is in compliance with the obligations set forth in this Section 12.1.

     12.2 Non-Operational Properties. If any portion of the Premises (other than Hospital) is damaged or destroyed by fire or other casualty (a “Casualty Loss”) and, prior to such Casualty Loss, Tenant was not using such portion of the Premises for any business operations (“Non-Operational Properties”), Tenant shall not have the obligation to rebuild such Non-Operational Properties. The net proceeds of Tenant’s fire and extended coverage insurance policy which is payable upon the occurrence of the Casualty Loss related to such Non- Operational Properties (the “Net Proceeds”) instead shall be allocated and paid to Landlord and Tenant as follows: A prorata portion of the Net Proceeds equal to the quotient obtained by dividing the number of days in the Lease remaining until the Expiration Date from the date of the Casualty Loss by the total number of days in the Term shall be paid to Tenant (the “Tenant’s Proportionate Share”). The remainder of the Net Proceeds shall be paid to Landlord.

ARTICLE XIII

EMINENT DOMAIN

     13.1 Taking of Whole. If, during the Term, (i) the Premises are taken by an entity with the power of eminent domain (“Condemning Authority”) or if the Premises are conveyed to a Condemning Authority by a negotiated sale, or if part of the Premises are so taken or conveyed such that any building which is part of the Premises (each a “Building”) cannot be rebuilt in a manner permitting Tenant again to use the Premises without substantial interference or diminution in value of its business operations, or (ii) due to any such taking or conveyances,

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access to the Premises or any part thereof by motor vehicles or trucks as operated by Tenant, its contractors, employees, patients and invitees in the course of Tenant’s business as theretofore conducted, is substantially impaired or terminated; then in any such event, Tenant may terminate this Lease by giving Landlord written notice any time after the occurrence of any of the foregoing and such termination shall be effective sixty (60) days prior to the date possession is scheduled to be taken by the Condemning Authority. In the event this Lease is terminated pursuant to this Section 13.1, Tenant shall be entitled to receive and retain the award or payment.

     13.2 Termination. Furthermore, if this Lease is terminated pursuant to Section 13.1, Landlord and Tenant shall be released and discharged from all liabilities arising or accruing under this Lease subsequent to the effective date of termination, except for those provisions listed in Section 17.13 which are meant to survive termination.

     13.3 Partial Taking. If part of the Premises or any Building, or a substantial part of any thereof, is so taken or conveyed without substantially interfering with the use of the Premises as a whole or without substantially lessening the value of Tenant’s business operations, this Lease shall not terminate, except to the extent hereinafter provided. In such event, Tenant shall have the option to terminate this Lease in respect to any part of the Premises or Building which is subject to such taking or conveyance by notifying Landlord prior to or within sixty (60) days after the date title is to be or has been transferred to the Condemning Authority. In the event of a partial taking as described in this Section 13.3, Tenant shall be entitled to all awards and payments made or to be made by the Condemning Authority to Landlord.

     13.4 Effect of Termination. The termination of all or a portion of this Lease for any reason (including, without limitation, Section 13.1 and Section 13.3) shall not entitle Tenant to a refund of any rent or the payment of monetary damages. The Base Rent shall be deemed fully paid as of the Commencement Date and nonrefundable thereafter.

ARTICLE XIV

HAZARDOUS MATERIALS PROVISIONS

     14.1 Defined Terms. As used in this ARTICLE XIV, the following capitalized terms shall have the meanings ascribed to them below:

          (a) “Claim” shall mean and include any demand, cause of action, proceeding, or suit for any one or more of the following: (i) actual or punitive damages, losses, injuries to person or property, damages to natural resources, fines, penalties, interest, contribution or settlement, (ii) the costs and expenses of site investigations, feasibility studies, information requests, health or risk assessments, or Response (as hereinafter defined) actions, and (iii) the costs and expenses of enforcing insurance, contribution or indemnification agreements.

          (b) “Environmental Laws” shall mean and include all federal, state and local statutes, ordinances, regulations and rules in effect and as amended from time to time relating to environmental quality, health, safety, contamination and cleanup, including, without limitation, the Clean Air Act, 42 U.S.C. Section 7401 et seq.; the Clean Water Act, 33 U.S.C. Section 1251 et seq., and the Water Quality Act of 1987; the Federal Insecticide, Fungicide, and Rodenticide

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Act (“FIFRA”), 7 U.S.C. Section 136, et seq.; the Marine Protection, Research, and Sanctuaries Act, 33 U.S.C. Section 1401, et seq.; the National Environmental Policy Act, 42 U.S.C. Section 4321, et seq.; the Noise Control Act, 42 U.S.C. Section 4901, et seq.; the Occupational Safety and Health Act, 29 U.S.C. Section 651, et seq.; the Resource Conservation and Recovery Act (“RCRA”), 42 U.S.C. Section 6901, et seq., as amended by the Hazardous and Solid Waste Amendments of 1984; the Safe Drinking Water Act, 42 U.S.C. Section 300f, et seq.; the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), 42 U.S.C. Section 9601, et seq., as amended by the Superfund Amendments and Reauthorization Act, the Emergency Planning and Community Right-to-Know Act, and the Radon Gas and Indoor Air Quality Research Act; the Toxic Substances Control Act (“TSCA”), 15 U.S.C. Section 2601, et seq.; the Atomic Energy Act, 42 U.S.C. Section 2011, et seq., and the Nuclear Waste Policy Act of 1982, 42 U.S.C. Section 10101, et seq.; and state and local superlien and environmental statutes and ordinances, with implementing regulations, rules and guidelines, as any of the foregoing may be amended from time to time. Environmental Laws also shall include all state, regional, county, municipal, and other local laws, regulations, and ordinances insofar as they are equivalent or similar to the federal laws recited above or purport to regulate Hazardous Materials (as hereinafter defined).

          (c) “Hazardous Materials” shall mean and include the following, including mixtures thereof: any hazardous substance, pollutant, contaminant, waste, by-product or constituent regulated under CERCLA; oil and petroleum products and natural gas, natural gas liquids, liquefied natural gas and synthetic gas usable for fuel; pesticides regulated under FIFRA; asbestos and asbestos-containing materials, PCBs, and other substances regulated under TSCA; source material, special nuclear material, by-product material and any other radioactive materials or radioactive wastes, however produced, regulated under the Atomic Energy Act or the Nuclear Waste Policy Act; chemicals subject to the OSHA Hazard Communication Standard, 29 C.F.R. § 1910.1200 et seq.; and industrial process and pollution control wastes whether or not hazardous within the meaning of RCRA, and any other hazardous substance, pollutant or contaminant regulated under any other Environmental Law.

          (d) “Manage” or “Management” means to generate, manufacture, process, treat, store, use, re-use, refine, recycle, reclaim, blend or burn for energy recovery, incinerate, accumulate speculatively, transport, transfer, dispose of or abandon Hazardous Materials.

          (e) “Release” or “Released” shall mean any actual or threatened spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing of Hazardous Materials into the environment, as “environment” is defined in CERCLA.

          (f) “Response” or “Respond” shall mean action taken to correct, remove, remediate, clean up, prevent, mitigate, monitor, evaluate, investigate, assess or abate the Release of a Hazardous Material.

          14.2 Tenant’s Obligations with Respect to Environmental Matters. During the term of this Lease, (i) Tenant shall comply at its sole cost and expense with all Environmental Laws; (ii) Tenant shall not Manage, or authorize the Management of, any Hazardous Materials on the Premises, including installation of any underground storage tanks,

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without prior written disclosure to and prior written approval by Landlord (which approval shall not be unreasonably withheld, conditioned or delayed), except, however, that Tenant may Manage Hazardous Materials on the Premises to the extent incidental to or generated by Tenant’s business operations at the Premises as permitted in ARTICLE V (“Permitted Hazardous Materials”), as long as Tenant does not store or use any of the Permitted Hazardous Materials in a manner that would cause the Premises to become subject to regulation as a hazardous waste treatment, storage, or disposal facility under RCRA (or the regulations promulgated thereunder); (iii) Tenant shall not take any action that would subject the Premises to the permit requirements under RCRA for storage, treatment or disposal of Hazardous Materials; and (iv) Tenant shall arrange at its sole cost and expense for the lawful transportation and off-site disposal at permitted landfills or other permitted disposal facilities and otherwise in accordance with all applicable Environmental Laws, of all Hazardous Materials that it generates.

     14.3 Copies of Notices. During the term of this Lease, Tenant and Landlord shall each promptly provide the other with copies of all summons, citations, directives, information inquiries or requests, notices of potential responsibility, notices of violation or deficiency, orders or decrees, Claims, complaints, investigations, judgments, letters, notices of environmental liens or Response actions in progress, and other communications, written or oral, actual or threatened, from the United States Environmental Protection Agency, Occupational Safety and Health Administration, or other federal, state, or local agency or authority, or any other entity or individual, concerning (i) any actual or alleged Release of a Hazardous Material on, to or from the Premises; (ii) the imposition of any lien on the Premises; (iii) any actual or alleged violation of, or responsibility under, any Environmental Laws; or (iv) any actual or alleged liability under any theory of common law tort or toxic tort, including without limitation, negligence, trespass, nuisance, strict liability, or ultrahazardous activity.

     14.4 Landlord’s Right to Inspect. Landlord and Landlord’s employees shall have the right, at reasonable hours, subject however (i) not to interfering with Tenant’s business, and (ii) the giving of forty-eight (48) hours prior notice to Tenant to enter the Premises and conduct appropriate inspections or tests for the purpose of determining Tenant’s compliance with Environmental Laws, and (ii) determining the type, kind and quantity of all products, materials and substances brought onto the Premises, or made or produced thereon. Landlord and its agents and representatives shall have the right to take samples in quantities sufficient for analysis of all products, materials and substances present on the Premises including, but not limited to, samples, products, materials or substances brought onto or made or produced on the Premises by Tenant or its agents, employees, contractors or invitees. Tenant agrees to cooperate with such investigations by providing any relevant information requested by Landlord.

     14.5 Tenant’s Obligation to Respond. If Tenant’s Management of Hazardous Materials at the Premises (i) gives rise to liability or to a Claim under any Environmental Law, or any common law theory of tort or otherwise; (ii) causes a threat to, or endangers, the public health; or (iii) creates a nuisance or trespass, Tenant shall, at its sole cost and expense, promptly take all applicable action in response so as to comply with all applicable Environmental Laws and eliminate or avoid any liability claim with respect thereto.

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     14.6 Environmental Indemnification by Tenant.

          (a) Notwithstanding anything contained in this Lease to the contrary, and subject to Section 14.7, Tenant shall defend, indemnify and hold harmless Landlord, the City and their respective directors, officers, employees, agents and independent contractors (collectively, the “Landlord Indemnified Parties”), from and against any and all losses, liabilities, damages, Claims, costs (including, without limitation, court costs and costs of appeal) and expenses (including, without limitation, reasonable attorneys’ fees and fees of expert consultants, and witnesses) (“Losses”) that such Landlord Indemnified Party incurs as a result of, or with respect to:

               (i) any Hazardous Materials which, at any time during the Term, are or were actually or allegedly Managed, generated, stored, treated, released, disposed of or otherwise located on or at the Premises (regardless of the location at which such Hazardous Material are now or may in the future be located or disposed of), including but not limited to, any and all (1) liabilities under any common law theory of tort, nuisance, strict liability, ultrahazardous activity, negligence or otherwise based upon, resulting from or in connection with any Hazardous Material; (2) obligations to take Response, cleanup or corrective action pursuant to any investigation or remediation in connection with the decontamination, removal, transportation, incineration, or disposal of any of the foregoing;

               (ii) any actual or alleged illness, disability, injury, or death of any person, in any manner arising out of or allegedly arising out of exposure to Hazardous Materials or other substances or conditions present at the Premises during the Term, regardless of when any such illness, disability, injury, or death shall have manifested itself;

               (iii) any actual or alleged failure of Tenant or the Premises at any time during the Term to comply with all applicable Environmental Laws; and

               (iv) any failure by Tenant to comply with its obligations under this Article.

          (b) In the event any Claims or other assertion of liability shall be made against a Landlord Indemnified Party for which the Landlord Indemnified Party is entitled to indemnity hereunder, the Landlord Indemnified Party shall notify Tenant of such Claim or assertion of liability and thereupon Tenant shall, at its sole cost and expense, assume the defense of such Claim or assertion of liability and continue such defense at all times thereafter until completion.

     14.7 Exceptions to Landlord Indemnity. Notwithstanding anything to the contrary contained herein, Tenant shall have no obligation to defend, indemnify or hold Landlord harmless from or against any Claims or liabilities if (i) they constitute a breach by Landlord of its representations and warranties contained in Section 3.27 of the Master Agreement or (ii) they arise as a result of the acts of the Landlord during the Term.

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ARTICLE XV

DEFAULT

     15.1 Events of Default. The occurrence of any one or more of the following matters constitutes a breach and default by Tenant under this Lease (a “Default”):

          (a) failure by Tenant to pay any Rent within thirty (30) days after notice from Landlord to Tenant of failure to pay on the due date;

          (b) failure by Tenant to observe or perform any of the covenants in respect of assignment and subletting set forth in ARTICLE XI;

          (c) failure by Tenant to comply with Tenant’s warranties, representations and covenants set forth in ARTICLE XIV;

          (d) failure by Tenant to cure any hazardous condition which Tenant has created in violation of Legal Requirements or of this Lease, and such failure shall continue for thirty (30) days after written notice thereof from Landlord, and Tenant does not, within such thirty (30) day period, commence to cure it and thereafter proceed with due diligence to cure it as soon as is reasonably practicable under the circumstances;

          (e) failure by Tenant to observe or perform any other material covenant, agreement, condition or provision of this Lease, if such failure shall continue for thirty (30) days after notice thereof from Landlord to Tenant, and Tenant does not within such thirty (30) day period commence to cure it and thereafter proceed with due diligence to cure it as soon as is reasonably practicable under the circumstances;

          (f) except as provided in this Lease, the levy upon under writ of execution or the attachment by legal process of the leasehold interest of Tenant, or the filing or creation of a lien in respect of such leasehold interest, which lien is not released or discharged within sixty (60) days from the date of such filing;

          (g) Tenant vacates or abandons the Premises (the transfer of a substantial part of the operations, business and personnel of Tenant to some other location being deemed, without limiting the meaning of the phrase “vacates or abandons,” to be a vacation or abandonment within the meaning of this clause);

          (h) Tenant admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of a trustee or receiver for Tenant or for the major part of its property;

          (i) A trustee or receiver is appointed for Tenant or for the major part of its property and is not discharged within sixty (60) days after such appointment; or

          (j) bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings for relief under any bankruptcy law or similar law for the

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relief of debtors, are instituted (i) by Tenant or (ii) against Tenant and are allowed against it or are consented to by it or are not dismissed within sixty (60) days after such institution.

     15.2 Rights and Remedies of Landlord. Except as set forth in Sections 5.5, 8.3, 10.4, and 14.6, upon the occurrence of any such Default, Landlord shall have, to the extent such remedies and rights are not duplicative, as its exclusive remedies either (i) the right to pursue specific performance, or (ii) the right to perform any covenant or agreement violation or non-performance of which has caused a Default and to the extent sums are expended by Landlord in connection therewith, to add such sums to the Rent due from Tenant to Landlord. Thereupon Tenant shall be obligated to, and hereby agrees, to pay Landlord, upon demand, all costs, expenses and disbursements (including reasonable attorneys’ fees) incurred by Landlord in taking such remedial action. Nothing herein shall limit any rights or remedies Landlord may have under the Master Agreement.

     15.3 Attorneys’ Fees. Tenant shall pay all of Landlord’s costs, charges and expenses, including court costs and attorneys’ fees, incurred in enforcing Tenant’s obligations under this Lease, incurred by Landlord in any action brought by Tenant in which Landlord is the prevailing party, or incurred by Landlord in any litigation, negotiation or transaction in which Tenant causes Landlord, without Landlord’s fault, to become involved or concerned.

     15.4 Assumption or Rejection in Bankruptcy.

          (a) If Tenant shall be adjudged bankrupt or if a trustee-in-bankruptcy shall be appointed for Tenant, Landlord and Tenant agree, to the extent permitted by law, to request that the trustee in bankruptcy shall determine within sixty (60) days thereafter whether to assume or reject this Lease.

          (b) Unless Tenant or its successors or assigns elect pursuant to Section 365(h)(l)(A) of the Bankruptcy Code (11 U.S.C. § 365(h)(l)(A)) to treat this Lease as terminated, rejection of this Lease pursuant to Section 365 of the Bankruptcy Code by Landlord or any parties entitled to act on behalf of or through Landlord (a) shall not terminate this Lease, which shall continue in full force and effect in accordance with its terms, and (b) shall not affect or impair the Leasehold Mortgage.

     15.5 Default of Landlord, Tenant’s Remedies.

          (a) The following shall be deemed a default by Landlord: failure to perform any act to be performed by Landlord hereunder or to comply with any provision, condition or covenant contained herein and such failure continues for more than thirty (30) calendar days after written notice of such failure is delivered to Landlord, or in the event of a default which cannot with due diligence be cured within such thirty (30) day period to cure said default and to prosecute the curing of such default with due diligence and to complete the curing of said default within a reasonable time thereafter.

          (b) Except as set forth in Sections 5.5 and 8.4, in the event of an uncured default of Landlord, Tenant shall have, as Tenant’s exclusive remedies, either (i) the right to pursue specific performance of any covenant or agreement of this Lease, violation or non-performance of which has caused such default by Landlord, or (ii) the right to perform any

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covenant or agreement, violation or non-performance of which has caused such default by Landlord and to the extent funds are expended by Tenant in connection therewith, Landlord shall, on demand, reimburse Tenant therefor, together with all costs, expenses and disbursements (including reasonable attorneys’ fees) incurred by Tenant in taking such remedial action. Nothing herein shall limit any rights or remedies Tenant may have under the Master Agreement.

     15.6 Irreparable Harm. Landlord and Tenant each acknowledges and agrees that a breach by it of this Lease would cause the other immediate and irreparable harm which could not be adequately remedied through the payment of monetary damages. Landlord and Tenant agree that the other shall be entitled to specific performance or other equitable relief to remedy a Default by it of this Lease.

ARTICLE XVI

QUIET ENJOYMENT

     16.1 Quiet Enjoyment. Tenant, upon paying the Base Rent, Additional Rent and other charges herein provided for, and upon observing and keeping all covenants, agreements and conditions of this Lease to be kept on its part, shall quietly have and enjoy the Premises during the term of this Lease without hindrance or molestation by anyone claiming by, through or under Landlord.

ARTICLE XVII

MISCELLANEOUS

     17.1 Successors and Assigns. Each provision of this Lease shall extend to and shall bind and inure to the benefit not only of Landlord and Tenant, but also their respective successors and permitted assigns, but this provision shall not operate to permit any transfer, assignment, mortgage, encumbrance, lien, charge or subletting contrary to the provisions of this Lease.

     17.2 Brokers. Each Party represents to the other that, except as set forth on Schedule 17.2, it has dealt with no broker, finder, leasing agent or other person in connection with this Lease, and agrees to indemnify and hold the other harmless from all damages, liability and expense (including reasonable attorneys’ fees) arising from any claims or demands of any broker or brokers or finders for any commission alleged to be due such broker or brokers or finders as a result of the actions of the indemnifying party.

     17.3 Modifications in Writing. No modification, waiver or amendment of this Lease or of any of its conditions or provisions shall be binding upon a Party unless it is in writing and signed by such Party.

     17.4 Headings. The headings of Articles and Sections are for convenience only and do not limit, expand or construe the contents of the Sections.

     17.5 Time of Essence. Time is of the essence of this Lease and of all provisions hereof.

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     17.6 Default Rate of Interest. All amounts owed by either Party to the other pursuant to any provision of this Lease shall bear interest from the date due until paid at the annual rate of two percent (2%) in excess of the rate of interest announced from time to time by JP Morgan/Chase Bank, N.A. (or its successor) as its prime, reference or corporate base rate, changing as and when said prime rate changes, unless a lesser rate shall then be the maximum rate permissible by law with respect thereto, in which event such lesser rate shall be charged.

     17.7 Severability. The invalidity of any provision of this Lease shall not impair or affect in any manner the validity, enforceability or effect of the rest of this Lease.

     17.8 Entire Agreement. All understandings and agreements, oral or written, heretofore made between the Parties with respect to the subject matter of this Lease are merged in this Lease, which, together with the Master Agreement, fully and completely expresses the agreement between Landlord and Tenant.

     17.9 Waiver of Trial by Jury; Nonwaiver. THE PARTIES HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THEM AGAINST THE OTHER ON ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT, TENANT’S USE OF OR OCCUPANCY OF THE PREMISES OR ANY CLAIM OF INJURY OR DAMAGE AND ANY EMERGENCY STATUTORY OR ANY OTHER STATUTORY REMEDY. No implied waiver of any condition expressed in this Lease or any neglect of a Party to enforce any remedy on account of the violation of such condition shall constitute a subsequent waiver of such condition, and no express waiver shall affect any condition other than the one specified in such waiver and that one only for the time and in the manner specifically stated.

     17.10 Authorization by Parties. Each of Landlord and Tenant (a) represents and warrants to the other that this Lease has been duly authorized, executed and delivered by and on behalf of Landlord or Tenant, as the case may be, and constitutes the valid and binding agreement of such Party in accordance with the terms hereof, and (b) if either Party so requests, the other shall deliver to the requesting Party or its agent, concurrently with the delivery of this Lease executed by the requested Party, certified resolutions of the board of directors, trustees (and shareholders, if required) authorizing the requested Party’s execution and delivery of this Lease and the performance of the requested Party’s obligations hereunder.

     17.11 Notices. Any notice, demand, or communication required, permitted, or desired to be given hereunder shall be deemed effectively given when personally delivered, when received by receipted overnight delivery, or five (5) days after being deposited in the United States mail, with postage prepaid thereon, certified or registered mail, return receipt requested, addressed as follows:

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If to Landlord:	Muskogee Medical Center Authority
	101 Rockefeller Drive
	Suite 204
	Muskogee, Oklahoma 74401
	Attention: President
With a simultaneous copy to:	McDermott Will & Emery LLP
	227 West Monroe Street
	Suite 4700
	Chicago, Illinois 60606-5096
	Attention: John M. Callahan, Esq.
If to Tenant or Capella:	Capella Healthcare, Inc.
	Two Corporate Centre, Suite 200
	501 Corporate Centre Drive
	Franklin, Tennessee 37067-2662
	Attention: General Counsel
With a simultaneous copy to:	Waller Lansden Dortch & Davis, LLP
	511 Union Street
	Suite 2700
	Nashville, Tennessee 37219-8966
	Attention: George W. Bishop III, Esq.

     or to such other address, and to the attention of such other person or officer as any Party may designate, with copies thereof to the respective counsel thereof as notified by such Party.

     17.12 Title and Covenant Against Liens. Landlord’s title is and always shall be paramount to the title of Tenant, and, nothing contained in this Lease shall empower Tenant to do any act which can, shall or may encumber the title of Landlord. Tenant covenants and agrees not to suffer or permit any lien (including without limitation, liens of mechanics or materialmen) to be placed upon or against Landlord’s interest in the Premises, except as permitted in Section 11.2 and, in case of any such lien attaching, to pay and remove same within sixty (60) days after the same shall occur; provided, however, Tenant shall not be obligated to satisfy or discharge any such lien, if Tenant reasonably and in good faith contests the validity of any lien, and, at its sole cost (in lieu of discharging the lien), effectively prevents the enforcement or foreclosure thereof by deposit, bond, order of court or otherwise. If any such liens so attach, and Tenant fails to pay or effectively prevent the enforcement or foreclosure thereof by contest, deposit, bond, order of court or otherwise remove same within sixty (60) days, Landlord, at its election, may pay and satisfy the same, and in such event the sums so paid by Landlord shall accrue with interest from the date of payment at the rate set forth in Section 17.6. Such sums shall be deemed to be Additional Rent due and payable by Tenant at once without notice or demand.

     17.13 Survival. The following provisions of this Lease are designed to and shall survive the Lease’s expiration or termination for any reason: Section 3.3, ARTICLE IV,

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Section 7.3, ARTICLE VIII, ARTICLE X, Section 11.2(b), ARTICLES XII, XIII, XIV, Sections 15.2, 15.3, 15.4, 15.5, 15.6 and ARTICLE XVII.

     17.14 Memorandum of Lease. Upon request of the other party hereto, the Parties shall execute and deliver to each other duplicate originals of a memorandum of this Lease, in recordable form, containing the minimum information required by law for recording the same; provided, however, that any such memorandum shall include the legal description of the Premises and shall set forth the Term hereof.

     17.15 Guaranty. Capella hereby unconditionally and absolutely guarantees the prompt performance and observation by Tenant of each and every obligation, covenant and agreement of Tenant arising out of, connected with, or related to, this Lease and any ancillary documents referred to herein, and any extension, renewal and/or modification thereof. Capella hereby waives any defenses it may have to the enforceability of this guaranty against it solely as a guarantor, but does not waive any defenses it may have that could be raised by Tenant as the primary obligor hereunder.

     17.16 Choice of Law. The Parties agree that this Lease shall be governed by and construed in accordance with the laws of the State of Oklahoma without regard to conflict of laws principles.

     17.17 No Partnership. This Lease shall not be interpreted or construed to create an association, joint venture, franchise or partnership between the parties or to impose any partnership obligation or liability upon the Parties.

     17.18 No Third Party Beneficiaries. The terms and provisions of this Lease are intended solely for the benefit of the Parties and their respective permitted successors or assigns, and it is not the intention of the Parties to confer, and this Lease shall not confer, third-party beneficiary rights upon any other person. Notwithstanding anything herein to the contrary, the City shall be a third party beneficiary to this Lease solely with respect to enforcing the obligations and covenants of Tenant and Capella that arise under this Lease and inure to the benefit of the City.

(Signatures on next page)

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     IN WITNESS WHEREOF, the Parties hereto have caused this Lease to be executed as of the Execution Date.

LANDLORD:	MUSKOGEE MEDICAL CENTER AUTHORITY, d/b/a MUSKOGEE REGIONAL MEDICAL CENTER
	By:	/s/ Chris Condley
		Chris Condley
	Its:	Chairman

ATTEST:
By:	/s/ Wayne Wilburn
	Wayne Wilburn, Secretary

STATE OF ILLINOIS          )
                                                )       ss.
COUNTY OF COOK            )

     This instrument was acknowledged before me this 30th day of March, 2007, by Chris Condley, as Chairman and Wayne Wilburn as Secretary of Muskogee Medical Center Authority.

/s/ Michelle Lee Krofel  

Notary Public 

Commission No.: 

My Commission Expires: ___________
(SEAL)

Official Seal

MICHELLE LEE KROFEL

Notary Public — State of Illinois

My Commission Expires Nov 6, 2007

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TENANT:	MUSKOGEE REGIONAL MEDICAL CENTER, LLC
	By:	/s/ D. Andrew Slusser
		D. Andrew Slusser
	Its:	Vice President

ATTEST:
By:	/s/ Howard Wall
	Howard Wall, Secretary

STATE OF ILLINOIS          )
                                               )       ss.
COUNTY OF COOK            )

     This instrument was acknowledged before me this 30th day of March, 2007, by D. Andrew Slusser as Vice President and Howard Wall, as Secretary of Muskogee Regional Medical Center, LLC.

/s/ Michelle Lee Krofel  

Notary Public 

Commission No.: 

My Commission Expires: ___________
(SEAL)

Official Seal

MICHELLE LEE KROFEL

Notary Public – State of Illinois

My Commission Expires Nov 6, 2007

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CAPELLA:	CAPELLA HEALTHCARE, INC.
	By:	/s/ D. Andrew Slusser
		D. Andrew Slusser
	Its:	Senior Vice President

ATTEST:
By:	/s/ Howard Wall
	Howard Wall, Secretary

STATE OF ILLINOIS          )
                                              )       ss.
COUNTY OF COOK           )

     This instrument was acknowledged before me this 30th day of March, 2007, by D. Andrew Slusser as Vice President and Howard Wall, as Secretary of Capella Healthcare, Inc.

/s/ Michelle Lee Krofel  

Notary Public 

Commission No.: 

My Commission Expires: ___________
(SEAL)

Official Seal

MICHELLE LEE KROFEL

Notary Public – State of Illinois

My Commission Expires Nov 6, 2007

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AMENDED AND RESTATED LEASE AGREEMENT

     This AMENDED AND RESTATED LEASE AGREEMENT (“Agreement”) is dated as of March 30, 2007 (the “Execution Date”), by and between the CITY OF MUSKOGEE, OKLAHOMA, an Oklahoma municipal corporation (the “City”), and MUSKOGEE MEDICAL CENTER AUTHORITY, doing business as MUSKOGEE REGIONAL MEDICAL CENTER, an Oklahoma public trust created pursuant to the Oklahoma Public Trust Act (the “Trust”). The Trust and the City may be referred to individually as a “Party,” and collectively, as the “Parties.”

RECITALS:

     WHEREAS, the City, as landlord, and the Trust, as tenant, entered into a March 1, 1974 Lease Agreement which was recorded with the Clerk of Muskogee County, Oklahoma in Book 1373, beginning on page 117 (the “Original Lease”), for certain improved real estate described therein which is used in the operation of the Muskogee Regional Medical Center (the “Hospital”);

     WHEREAS, under the Original Lease, the City leased to the Trust the Leased Premises (as defined herein) for a 50-year term, to run through February 29, 2024;

     WHEREAS, the Trust and certain of its affiliates (the “Trust Affiliates”) have proposed entering into a Master Agreement with Capella Healthcare, Inc., a Delaware corporation (“CHI”), and Muskogee Regional Medical Center, LLC, a Delaware limited liability company (“Capella”), pursuant to which the Trust would agree to: (i) lease or sublease to Capella the real property used in connection with the operation of the Hospital (including, without limitation, the Leased Premises) for a term of forty (40) years, and (ii) sell, transfer and assign to Capella certain non-real property assets used in the operation of the Hospital (collectively, the “Transaction”);

     WHEREAS, the City and the Trust have determined that the Transaction is in the best interests of the Hospital and the community;

     WHEREAS, in order to facilitate the Transaction: (i) the City and the Trust desire to amend, restate and supercede the Original Lease, contingent upon the Trust’s consummation of the Transaction, (ii) the City desires to transfer to the Trust any and all non-real property assets it owns which are used in the operation of the Hospital (with a right to reacquire such assets if the Transaction is not consummated); and (iii) the City desires to consent to the Trust’s sublease of the Leased Premises to Capella pursuant to the terms of the lease agreement attached as Exhibit A (the “Sublease”); and

     WHEREAS, the bank (the “Bank”) designated as the Trustee Bank for the bondholders under the Bond Indenture dated as of March 1, 1974, by and between the Trust and the Bank, and authorizing the issuance and securing the payment of the $21,725,000 Muskogee Medical Center Authority Hospital Gross Revenue Bonds, Series 1974 (Muskogee General Hospital Issue) (the “Bonds”), has consented to this Agreement, as required by Section 14.1 of the Original Lease, a copy of which consent is attached hereto as Exhibit E.

     NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged by execution hereof, the Parties agree as follows:

ARTICLE I

STATUS OF ORIGINAL LEASE; PROPERTY LEASED

     1.1 The Parties acknowledge and agree that the Original Lease is in full force and effect and no event has occurred which, with the passage of time, or the giving of notice, or both, would constitute a breach of or default under the Original Lease by either party thereto. The Parties agree that this Agreement supercedes, amends and restates the Original Lease in its entirety.

     1.2 The City for and in consideration of the covenants, agreements, provisions and conditions hereinafter set out on the part of the Trust to be kept, observed and performed, and in further consideration of rental previously, paid by the Trust to the City in the amount of $1.00 per year, the prepayment in full of which the City hereby acknowledges, does by these presents, demise, lease, let and assign unto the Trust, and the Trust does hereby lease from the City, the real property owned by or under the control of the City as set out in Exhibit B (the “Leased Premises”), including:

     (a) All buildings, structures, fixtures and improvements now or hereafter constructed, erected or placed thereon;

     (b) All rights-of-way, real estate and interest therein, licenses, easements and other rights and privileges appertaining or related thereto;

     (c) All real property and all rights and privileges appertaining or related thereto which hereafter may be acquired by or in the name of the City for use in connection with furnishing of hospital services to persons, firms, corporations and others within and without the corporate limits of the City; and

     (d) Any and all interest of the City in and to all proceeds, charges, revenues, income, rents, receipts, issues and benefits (hereinafter collectively referred to as the “Hospital Revenues” or “Revenues”) related to the operation of the Hospital and any other facilities or businesses on the Leased Premises.

ARTICLE II

TERM

     The City, as Lessor, hereby demises and leases the Leased Premises to the Trust, as Lessee, for a term (the “Term”) beginning March 1, 1974 and ending on April __, 2047 (the “Expiration Date”).

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ARTICLE III

LIENS AND ENCUMBRANCES

     Neither the City nor the Trust shall create any lien upon their respective interests in the Leased Premises or any part thereof.

ARTICLE IV
IMPROVEMENTS

     All real property and fixtures which shall be constructed, placed or installed in or upon the Leased Premises as an addition to, as a substitute for, or in renewal or replacement of, any such real property or fixtures constituting part of the Leased Premises shall upon expiration or earlier termination of this Agreement become a part of the Leased Premises. The foregoing notwithstanding, any removable fixtures and/or personal property placed on the Leased Premises, including those in the Hospital, by the Trust, Capella, or by any Permitted Assignee shall remain the property of the Trust, Capella or such Permitted Assignee, as the case may be, and may be removed by the Trust not later than ninety (90) days following expiration or earlier termination of this Agreement. As used herein, “Permitted Assignee” shall mean any party to which Capella (pursuant to the terms of the Sublease) may assign the Sublease or sublet the Leased Premises.

ARTICLE V

INSURANCE

     During the Term, the Trust, at its sole cost and expense, shall procure and maintain (or require that Capella and any Permitted Assignee procure and maintain) insurance coverage consistent with the coverage maintained by other similarly-situated hospital companies insuring all improvements (exclusive of foundations, excavations, parking areas, drives, underground utilities and all other land improvements) at any time situated upon the Leased Premises against loss or damage by fire, lightning, vandalism, malicious mischief and other risks which are included under an “extended coverage” endorsement.

ARTICLE VI

AMENDMENTS

     This Agreement may be amended only by a written instrument duly executed by the City, the Trust and Capella and shall not require the approval of the Bank.

ARTICLE VII

REPRESENTATIONS BY CITY

     The City represents, warrants and covenants that it has full right and lawful authority to enter into this Agreement for the full Term hereof and to grant to the Trust the right to lease the Leased Premises as herein contained, and that the Trust shall have, hold and enjoy, during the

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Term hereof, peaceful, quiet and undisputed possession of the Leased Premises, without hindrance or molestation by anyone claiming by or through the City, subject, however, to the provisions of this Agreement, and the City shall from time to time take all necessary action to that end.

ARTICLE VIII

INDEMNIFICATION AND REIMBURSEMENT

     13.1 Unless due to the gross negligence or willful misconduct of the City, the Trust shall defend, indemnify and hold harmless, the City, and its respective directors, officers, employees, agents and independent contractors (collectively, the “City Indemnified Parties”), from and against any and all losses, liabilities, damages, costs (including, without limitation, court costs and costs of appeal) and expenses (including, without limitation, reasonable attorneys’ fees and fees of expert consultants and witnesses) that any of the City Indemnified Parties incurs as a result of, or with respect to any claim made by a third party with respect to the acts or omissions of the Trust during the Term.

     13.2 Unless due to the gross negligence or willful misconduct of the Trust or Capella, the City shall defend, indemnify and hold harmless, the Trust, Capella and their respective directors, officers, employees, agents and independent contractors (collectively, the “Trust and Capella Indemnified Parties”), from and against any and all losses, liabilities, damages, costs (including, without limitation, court costs and costs of appeal) and expenses (including, without limitation, reasonable attorneys’ fees and fees of expert consultants and witnesses) that any of the Trust and Capella Indemnified Parties incurs as a result of, or with respect to any claim made by a third party with respect to the acts or omissions of the City during the Term.

ARTICLE IX

RECORDATION OF LEASE

     Upon request of either Party, the other Party covenants that it will cause a memorandum of this Agreement or any amendment hereof to be recorded and filed in the office or offices where leases of such type are customarily recorded and filed.

ARTICLE X

OKLAHOMA LAW CONTROLLING; MEANING OF TERMS

     This Agreement shall be construed and enforced in accordance with the laws of the State of Oklahoma.

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ARTICLE XI

NOTICES; DEMANDS; REQUESTS

     All notices, demands and requests to be given or made hereunder to or by the City or the Trust shall be in writing and shall be deemed to be properly given or made if sent by United States registered mail, postage prepaid, addressed as follows:

     (a)   As to the Trust:

Muskogee Medical Center Authority
101 Rockefeller Drive
Suite 204
Muskogee, Oklahoma 74401
Attention: President

With a simultaneous copy to:

McDermott, Will & Emery LLP
227 West Monroe Street
Suite 4700
Chicago, Illinois 60606-5096
Attention: John M. Callahan, Esq.

     (b)   As to the City:

City of Muskogee Oklahoma
229 W. Okmulgee
Muskogee, Oklahoma 74402
Attention: City Attorney

     Any of such addresses may be changed at any time upon written notice of such change sent by United States registered mail, postage prepaid, to the other parties by the party effecting the change.

ARTICLE XII

RIGHTS AND REMEDIES UPON DEFAULT

     Upon the occurrence of any default by the Trust, the City shall have, to the extent such remedies and rights are not duplicative, as its exclusive remedies either (i) the right to pursue specific performance, or (ii) the right to perform any covenant or agreement, the violation or non-performance of which has caused a default and to the extent sums are expended by the City in connection therewith, to add such sums to the rent due from the Trust to the City. Thereupon the Trust shall be obligated to, and hereby agrees, to pay the City, upon demand, all costs, expenses and disbursements (including reasonable attorneys’ fees) incurred by the City in taking such remedial action.

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ARTICLE XIII

TRANSFER OF OPERATING ASSETS

     Effective as of the Execution Date, the City shall execute and deliver to the Trust the Bill of Sale and Assignment attached as Exhibit C hereto (the “Bill of Sale and Assignment”), selling, transferring and conveying free and clear of all liens and encumbrances to the Trust any and all right, title and interest it may have or it may acquire in and to any of the non-real property assets which are held or used in connection with the Leased Premises or the operation of the Hospital, including but not limited to equipment, fixtures and furnishings located at the Hospital or in or near the buildings and structures and improvements to said equipment (collectively, the “Operating Assets”). Notwithstanding the foregoing, if, and only if, the Transaction has not been consummated and closed within one hundred eighty (180) days following the Execution Date (the “Option Date”), the City shall have an option to reacquire from the Trust the Operating Assets for One Dollar ($1.00). The City shall execute its option, if at all, by providing written notice to the Trust of its intent to do so at least thirty (30) days following the Option Date (the “Option Notice”). Upon receipt of an Option Notice, the Trust shall take such actions as may be necessary and appropriate to sell, transfer and convey to the City any and all interest it may have in and to the Operating Assets within thirty (30) days thereafter, including without limitation, executing and delivering to the City such bills of sale and transfer instruments as the City reasonably may request.

ARTICLE XIV

SUBLEASES

     14.1 The Trust may sublet the Leased Premises, or any portion thereof, to Capella, which, in turn, may assign the Sublease or sublet the Leased Premises in accordance with the terms and conditions of the Sublease. All subleases (including, without limitation, the Sublease) must be subordinated to the terms of this Agreement.

     14.2 In order to facilitate the Transaction, the City hereby consents to the sublease by the Trust to Capella of the Leased Premises and the operation of the Leased Premises by Capella pursuant to the terms of the Sublease. Effective as of the Execution Date, the City shall execute and deliver to Capella the Sublease Nondisturbance and Attornment Agreement attached as Exhibit D hereto (the “Nondisturbance Agreement”).

     14.3 The City agrees that, if the Leased Premises are condemned and the Sublease entitles Capella or a Permitted Assignee to receive or share in a condemnation award, the City shall (to the extent it is paid or receives such condemnation award) pay Capella or the Permitted Assignee (as applicable) that portion of the condemnation award required to be paid by the Trust to Capella or the Permitted Assignee under the terms of the Sublease. Similarly, if the Leased Premises are damaged or destroyed by fire or other casualty and the Sublease entitles Capella or a Permitted Assignee to share in the net proceeds of the fire and extended coverage insurance policy covering the Leased Premises, the City shall (to the extent it is paid or receives such proceeds) pay Capella or the Permitted Assignee, as applicable, that portion of the net proceeds required to be paid to Capella or the Permitted Assignee under the terms of the Sublease.

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     14.4 The City acknowledges that if the Transaction is consummated, the Operating Assets shall be sold, transferred and conveyed to Capella free and clear of the City’s option to repurchase the Operating Assets as set forth in Article XIII, above.

ARTICLE XV

MISCELLANEOUS

     15.1 This Agreement, together with the Sublease and the exhibits hereto and thereto, set forth the entire agreement of the Parties with respect to their subject matter. All prior or contemporaneous oral agreements are superceded hereby. All references in this Agreement to Capella shall include Permitted Assignees and permitted sublessees and assignees under the Sublease. In the event of a conflict between a term or condition in this Agreement and a term or condition in the Sublease, the Sublease shall govern.

     15.2 This Agreement is binding upon, and inures to the benefit of, the Parties hereto, their respective successors and, to the extent assignment or subletting is permitted hereby, their respective permitted assigns and sublessees.

     15.3 Whenever the written consent or approval of the Trust or the City shall be required under the provisions of this Agreement, such consent or approval shall not be unreasonably withheld, conditioned or delayed.

     15.4 Each of the Parties represents and warrants to the other that this Agreement is a valid and binding obligation of such Party, that this Agreement is enforceable against such Party in accordance with its tern’s, and that the person signing on behalf of the respective Party is fully and lawfully authorized and directed to execute and deliver this Agreement, without the consent or joinder of any other party.

     15.5 This Agreement may be executed in any number of counterparts and by each of the Parties in separate counterparts, all such counterparts together constituting one and the same instrument.

     15.6 The terms and provisions of this Agreement are intended solely for the benefit of the Parties hereto and their respective successors or assigns, and it is not the intention of the Parties to confer third party beneficiary rights upon any other person. Notwithstanding the foregoing, the Parties hereby acknowledge that Capella has entered into various agreements in connection with the Transaction and, consequently, Capella and its successors and assigns shall be considered third party beneficiaries of the Trust hereunder and shall have the right to enforce the terms of this Agreement against the Trust and the City.

     15.7 If any one or more of the covenants, agreements or provisions of this Agreement shall be determined by a court of competent jurisdiction to be invalid, the invalidity of any such covenants, agreements and provisions shall in no way affect the validity or effectiveness of the remainder of this Agreement and this Agreement shall continue in force to the fullest extent permitted by law.

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     15.8 In the event this Agreement is rejected or disaffirmed pursuant to any bankruptcy, insolvency or other law affecting creditors’ rights, the City shall give prompt notice thereof to Capella, and the City, on written request of Capella made any time within thirty (30) days after the giving of such notice by the City, shall promptly execute and deliver a new lease of the Leased Premises to Capella, for the remainder of the term upon all the covenants, conditions, limitations and agreements herein contained except for such provisions which must be modified to reflect such termination, rejection or disaffirmance and the passage of time. For clarity, until such new lease is documented, Capella’s right of quiet enjoyment of the Leased Premises under this Agreement and the Sublease pursuant to Section 365(h)(1)(A) of the Bankruptcy Code (11 U.S.C. § 365(h)(1)(A)) or otherwise, shall not be affected or impaired.

     15.9 In the event this Agreement is rejected pursuant to Section 365 of the Bankruptcy Code (11 U.S.C. § 365), the Trust agrees and the City acknowledges, for the benefit of Capella, that the right of election arising under Section 365(h)(1)(A) of the Bankruptcy Code shall only be exercised by Capella or its successors or assigns, and not by any other party, including, without limitation, the Trust. Any exercise or attempted exercise by any party other than Capella or its successors or assigns of such right of election in violation of the preceding sentence shall be void. Unless Capella or its successors or assigns elect pursuant to Section 365(h)(1)(A) of the Bankruptcy Code to treat this Agreement as terminated, rejection of this Agreement pursuant to Section 365 of the Bankruptcy Code by the City or any parties entitled to act on behalf of or through the City (a) shall not terminate this Agreement, which shall continue in full force and effect in accordance with its terms, and (b) shall not affect or impair the Sublease or any permitted leasehold mortgage pursuant thereto.

(Signatures on next page)

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     IN WITNESS WHEREOF, the City has caused this instrument to be signed by its Mayor and its seal affixed, and the Trustees of the Trust have caused this instrument to be signed by the Chairman of the Board of Trustees, all as of the Execution Date.

CITY OF MUSKOGEE, OKLAHOMA
By:
	, Mayor

ATTEST:
By:
	, City Clerk

STATE OF OKLAHOMA	)
	) ss.
COUNTY OF MUSKOGEE	)

     This instrument was acknowledged before me this ____ day of                                         , 2007, by                                      , as Mayor of the City of Muskogee, Oklahoma, and                                         , as City Clerk of said City.

Notary Public

Commission No.:

(Signatures continue on next page)

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MUSKOGEE MEDICAL CENTER AUTHORITY
By:
	Chris Condley, Chairman

ATTEST:
By:
	Wayne Wilburn, Secretary

My Commission Expires:

(SEAL)

STATE OF OKLAHOMA	)
	) ss.
COUNTY OF MUSKOGEE	)

     This instrument was acknowledged before me this ____ day of                     , 2007, by Chris Condley, as Chairman and                                         , as Secretary of Muskogee Medical Center Authority.

Notary Public

Commission No.: 

My Commission Expires:

(SEAL)

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EXHIBIT A

Capella Sublease

(See Attached)

EXHIBIT B

Leased Premises

     The Real Property leased pursuant to this Lease Agreement located in the City of Muskogee, County of Muskogee, State of Oklahoma, is more particularly described as follows, to-wit:

A parcel of land, lying in the Northwest 1/4 of Section 28, Township 15 North, Range 18 East, Muskogee County, Oklahoma, described as follows:

Beginning at a point 40 feet North and 25 feet East of the Southwest corner of the Northeast 1/4 of the Northwest 1/4, thence N .00° 04’ E a distance of 1242.4 feet; thence N 89° 55’ E a distance of 636.6 feet; thence S 00° 04’ W a distance of 628.15 feet; thence N 89° 57’ E a distance of 380.0 feet; thence S 00° 04’ W a distance of 788.4 feet; thence S 89° 57’ W a distance of 380.0 feet; thence on a curve to the right, having a radius of 10 feet, a distance of 9.53 feet; thence N 35° 25’ 42” W a distance of 90.04 feet; thence on a curve to the left, having a radius of 230.0 feet, a distance of 219.6 feet; thence S 89° 52’ W a distance of 388.12 feet to the point of beginning. Containing 25.24 acres more or less.

A parcel of land lying in the Southeast 1/4 of the Northwest 1/4 of Section 28, Township 15 North, Range 18 East, Muskogee County, Oklahoma, more particularly described as follows:

Beginning at the Northwest corner of the Southeast 1/4 of the Northwest 1/4 thence S 00° 04’ W a distance of 650.0 feet; thence N 89° 52’ E a distance of 600.0 feet; thence N 00° 04° E a distance of 519.1 feet; thence N 35° 19’ 10” W a distance of 61.55 feet; thence on a curve to the left, having a radius of 190.0 feet, a distance of 181.86 feet; thence S 89° 52’ W a distance of 408.35 feet to the point of beginning. Containing 8.77 acres more or less.

BILL OF SALE AND ASSIGNMENT

          This BILL OF SALE AND ASSIGNMENT (this “Bill of Sale”) is made and entered into this _____ day of                                         , 2007, by and among the CITY OF MUSKOGEE, OKLAHOMA, an Oklahoma municipal corporation (the “City” and MUSKOGEE MEDICAL CENTER AUTHORITY, d/b/a MUSKOGEE REGIONAL MEDICAL CENTER, an Oklahoma public trust created pursuant to the Oklahoma Public Trust Act (the “Trust”).

          WITNESSETH, that the City, for good and valuable consideration as provided in the Amended and Restated Lease Agreement of even date herewith (the “Agreement”), hereby sells, assigns, transfers, bargains, grants, sets over, conveys and delivers to the Trust, free and clear of all liens and encumbrances, effective as of the date hereof, and the Trust does hereby purchase, accept, assume and receive, effective as of the date hereof, any and all right, title and interest of the City in and to the Operating Assets (as defined in the Agreement),

          TO HAVE AND TO HOLD the Operating Assets, rights and interests unto the Trust, its successors and assigns, to and for their use forever.

          The City shall, at the Trust’s request and without further consideration, execute and deliver to the Trust such further documents, and take such further actions, as the Trust reasonably may deem to be necessary to further consummate or evidence the sale and assignment made to the Trust hereby, or to vest in the Trust all of the City’s right, title and interest in and to the Operating Assets.

          Neither the making nor the acceptance of this Bill of Sale shall constitute a waiver or release by the City or the Trust of any rights, liabilities, duties or obligations granted to or imposed upon them by the terms of the Agreement.

          This Bill of Sale shall be governed by and construed in accordance with the domestic laws of the State of Oklahoma as applied to contracts made and performed in the State of Oklahoma.

          IN WITNESS WHEREOF, the parties have caused this Bill of Sale to be executed in multiple originals by their authorized officers.

CITY OF MUSKOGEE, OKLAHOMA	MUSKOGEE MEDICAL CENTER AUTHORITY, d/b/a MUSKOGEE REGIONAL MEDICAL CENTER,
By:	By:
Its:	Its:

EXHIBIT D

Nondisturbance Agreement

(See attached)

EXHIBIT B

Owned Real Property

EXHIBIT “B”

Owned Real Property

(Source: Schedule C of Pioneer Abstract Commitment No. 2007020047-3rd Revision)

Tract 1:

The southerly 30 feet of Lot 4, all of Lots 5, 6 and 7 and the north 7 feet of the east 40 feet of Lot 8 and the southerly 23 feet of Lot 8 and the east 40 feet of Lot 9 in Block 4 of CORONA ADDITION, a subdivision of Lots 1, 2, 6, 7, 8, 9, 15, and 16 of GRAND DIVIDE ADDITION to the City of Muskogee, according to the official plat thereof, Muskogee County, Oklahoma

Address: 301 South 36th Street, Muskogee, Oklahoma

Tract 3:

The south 290.73 feet of the west half of the east half of the SE1/4 of Section 30, Township 15 North, Range 19 East of the Indian Meridian, Muskogee County, Oklahoma

Address: 3520 and 3524 Chandler Road, Muskogee, Oklahoma

Tract 7:

Lots 1, 2, 3, 10, 11, 12, 13, 14 and the north 20 feet of Lot 4 and the west 100.12 feet of Lots 8 and 9 less the south 23 feet of the west 100.12 fee of Lot 8 in Block 4 of CORONA ADDITION, a subdivision of Lots 1, 2, 6, 7, 8, 9, 15 and 16 of GRAND DIVIDE ADDITION to the City of Muskogee, according to the official plat thereof, Muskogee County, Oklahoma

Address: 211 South 36th Street, Muskogee, Oklahoma

(Source: Schedule C of Pioneer Abstract Commitment No. 2007020047-3rd Revision)

Tract 2:

Lots, 1, 2, 3, 4, 5, 6, 7 and the north 118.5 feet of Lot 8 in Block 12 of REID HEIGHTS ADDITION to the City of Muskogee, according to the official plat thereof, Muskogee County, Oklahoma Less the east 20 feet of Lot 1

Address: 201 South York, Muskogee, Oklahoma

Tract 4:

The south 5 feet of Lot 3 and the north 45 feet of Lot 4 in Block 5 of CORONA ADDITION subdivision of Lots 1, 2, 6, 7, 8, 9, 15 and 16 of GRAND DIVIDE ADDITION to the City of Muskogee, according to the official plat thereof, Muskogee County, Oklahoma

Address: Between 36th and 37th Street and Denver, Muskogee, Oklahoma

Tract 5:

Lot 12 and the north 35 feet of Lot 11 in Block 5 of CORONA ADDITION, a subdivision of Lots 1, 2, 6, 7, 8, 9, 15 and 16 of GRAND DIVIDE ADDITION to the City of Muskogee, according to the official plat thereof, Muskogee County, Oklahoma

Address: 318 South 37th Street, Muskogee, Oklahoma

Tract 6:

The south 5 feet of Lot 4 and all of Lots 5 6, 7, 8 and 9 and the south 5 feet of Lot 10 in Block 5 of CORONA ADDITION, a subdivision of Lots 1, 2, 6, 7, 8, 9, 15 and 16 of GRAND DIVIDE ADDITION to the City of Muskogee, according to the official plat thereof, Muskogee County, Oklahoma

Address: Between 36th and 37th Street and Denver, Muskogee, Oklahoma

Tract 9:

Lots 1, 2, and 3 in Block 3 of CORONA ADDITION to the City of Muskogee, according to the official plat thereof, Muskogee County, State of Oklahoma

Address: 305 South 37th Street, Muskogee, Oklahoma

and

Lot 1 and the North 35 feet of Lot 2 in Block 5 of CORONA ADDITION to the City of Muskogee, according to the official plat thereof, Muskogee County, State of Oklahoma

Address: 333 South 36th Street, Muskogee, Oklahoma

Tract 9a:

Lots 5 and 6 in Block 1 of CORONA ADDITION to the City of Muskogee, according to the official plat thereof, Muskogee County, State of Oklahoma

Address: 105 South 36th Street, Muskogee, Oklahoma 74401

Tract 11 (from Schedule C of Title Commitment):

The NW1/4 of the NW1/4 of the NE1/4, LESS the North 330 feet of the West 360 feet of the NW1/4 of the NW1/4 of the NE1/4 all in Section 21, Township 17 North, Range 18 East of the Indian Base and Meridian lying East of the East right-of-way line of U.S. Highway 69 AND LESS Beginning at a point 24.75 feet South of the Northeast corner of said NW1/4 NW1/4 NE1/4, thence S 88° 47’ 48” W a distance of 297.80 feet, thence S 1° 40’ 46” E a distance of 60.25 feet, thence N 88° 47’ 48” E a distance of 139.29 feet, thence N 85° 56’ 03” E a distance of 100.13 feet, thence N 88° 47’ 48” E a distance of 58.52 feet, thence N 1° 44’ 05” W a distance of 55.25 feet to point of beginning. AND LESS A strip, described as follows: Beginning at a point 80.00 feet South of the Northeast corner of said NW1/4 NW1/4 NE1/4, thence S 88° 47’ 48” W a distance of 58.52 feet, thence S 85° 56’ 03” W a distance of 100.13 feet, thence S 88° 47’ 48” W a distance of 139.29 feet, thence S 1° 40’ 46” E a distance of 60.00 feet, thence N 88° 47’ 48” E a distance of 138.79 feet, thence N 85° 56’ 03” E a distance of 100.13 feet, thence N 88° 47’ 48” E a distance of 59.08 feet, thence N 1° 44’ 05” W a distance of 60.00 feet to point of beginning Wagoner County, Oklahoma

Address: Frontage on Highway 69, Wagoner, Oklahoma

Or

Tract 11: (Source from new Survey)

The NW1/4 of NW/1/4 of NE1/4, less the North 330 feet of the West 360 ft of NW1/4 of the NW1/4 of NE1/4 Lying East of Highway 59 Right of Way in Section 21, Township 17 North, Range 18 East of the I.B.M., Wagoner County, State of Oklahoma,

Less a strip piece or parcel of land lying in the NW1/4 of the NW1/4 of the NE1/4, Less the North 330 feet of the West 360 feet thereof, Section 21, T17N, R18E, Wagoner County, Oklahoma, said parcel of land being described as follows: Beginning at a point 24.75 feet South of the Northeast corner of said NW1/4 of the NW1/4 of the NE1/4, thence S 88° 47’ 48” W a distance of 297.80 feet, thence S01° 40’ 46”E a distance of 60.25 feet; thence N88° 47’ 48”E a distance of 139.29 feet; thence N85°56’03”E a distance of 100.13 feet; thence N88° 47’48”E a distance of 58.52 feet; thence N01° 44’ 05”W a distance of 55.25 feet to point of beginning, AND LESS a strip piece or parcel of land in the NW1/4 of the NW1/4 of the NE1/4, less the North 330.0 feet of the west 360.00 feet thereof, Section 21, T17N, R18E, Wagoner County, Oklahoma said parcel of land being described as follows: Beginning at a point 80.00 feet South of the Northeast corner of said NW1/4 of the NW1/4 of the NE1/4, thence S88°47’48”W a distance of 58.52 feet; thence S85° 56’03”W a distance of 100.13 feet; thence S88° 47’48”W a distance of 139.29 feet; thence S01° 40’46”E a distance of 60.00 feet; thence N88°47”48“E a distance of 138.79 feet; thence N85°56’03”E a distance of 100.13 feet; thence N88°47’48”E a distance of 59.08 feet: thence N01° 44’05”W a distance of 60.00 feet to point of beginning.

Tract 12:

Lots 11, 12 and 13 in Block 2 of CORONA ADDITION, being a subdivision of Lots 1, 2 6, 7, 8, 9, 15 & 16 in GRAND DIVIDE ADDITION to the City of Muskogee, according to the official plat thereof, Muskogee County, Oklahoma

     Address: 251 South 37th Street, Muskogee, Oklahoma

EXHIBIT C
West Side Expansion Project

EXHIBIT D
Indigent Care Policies

The Trust’s current indigent care policies at the Hospital are attached hereto. The income levels contained in the current policies may be revised from time to time to reflect actual changes in the Federal Poverty Guidelines.

	NUMBER: 1000 A-70
MUSKOGEE REGIONAL MEDICAL CENTER POLICY & PROCEDURE	EFFECTIVE DATE:  9/1/04 IMPLEMENTATION DATE: REVISION DATE:   12/29/05 REVIEW DATE: RESPONSIBLE PARTY: Sr. VP/CIO

TITLE:	HEALTHCARE ASSISTANCE PROGRAM
ISSUING SOURCE:	ADMINISTRATION

ACCREDITING OR REGULATORY REFERENCE:      N/A

REVIEWED BY:		DATE:
REVIEWED BY:		DATE:
APPROVED BY:	SIGNATURE ON FILE	PAGE 1 of 8
	President/CEO

PURPOSE:

To assist patients possessing minimal monetary resources to resolve financial obligations for healthcare services.

POLICY:

Charitable discounts will be based on the applicant’s inability to pay and will not be determined on the basis of age, sex, race, religion, or national origin. To the extent the resources of Muskogee Regional Medical Center (MRMC) permit, healthcare services shall be available to all eligible individuals so as to render necessary medical services, regardless of the applicant’s ability to pay.

The medical center may, however, refer an individual to alternative programs or services within the community where appropriate programs and services are available and where such referrals do not place an undue burden on the patient or family. The medical center will also pursue and assist the individual in pursuing alternative sources of payment from other payer sources. Both of these actions are intended to allow the medical center to provide substantially higher level of necessary charitable services within the limits of our resources.

Confidentiality of information and individual dignity will be maintained for all who seek charitable services at the medical center.

PROCEDURE:

All applications for charity consideration are referred to the Patient Financial Services department. Request for consideration can originate from the physician, patient, responsible

Healthcare Assistance Program

100 A-70

party, family member, or associate of the family. Referral can also originate from any employee or member of the medical center staff. The notification of need can be either verbal or by written communication.

I.	The patient, or a representative or responsible party will make application to any possible sources for reimbursement such as DHS, Victim of Crime, SSI or other available programs. Assistance in the application process can be provided by medical center staff or contract personnel.
II.	A Healthcare Assistant Program Application and valid documentation of income will be required from each patient, his representative or responsible party requesting charity care consideration.
III.	To be eligible for healthcare assistance, family income must be at or below established medical center income guidelines.

A.	Family income is considered to be all income for all persons living in the same household. Size of family is based on all persons living in the same household including students or others claimed on income tax return. Proof of income must accompany the application and additional information and documentation may be required prior to determination.
B.	Income guidelines will be based upon the yearly rates as published in the Federal Register.
C.	Approval and adjustment will be made only after all other sources of reimbursement have been exhausted. Non-compliance in making application to other sources will negate eligibility for charitable consideration.

IV. For those patients falling outside the income guidelines, healthcare assistance consideration can be determined by an evaluation and analysis of the patient’s income, other income sources, disposable assets, and the patient’s ability to pay a portion of their medical bill. For an expense to income analysis, expenses must be at least 90% of income. Expenses considered in the analysis are as follows.

1.	Rent/Mortgage
2.	Utilities
3.	Food
4.	Transportation Fees
5.	Prescription medication, Durable Medical Equipment
6.	Other medical expenses
7.	Insurance premiums
8.	Taxes

V. For those patients who are eligible for Medicaid benefits and receive medically necessary services that are deemed non-covered for reimbursement by state Medicaid guidelines, a charitable adjustment will be made at 100%.

2

Healthcare Assistance Program

100 A-70

VI.	The final determination for a charitable adjustment will be made by the designated representatives of the Administrative staff. All charity documentation is retained in the Patient Financial Services.
VII.	When appropriate, long-term affordable payment arrangements will be made. Non-compliance with the arrangements will result in the account being classified Bad Debt with collection agency assignment.
VIII.	Income Guidelines

A.	100% Charity — Income to and including 1-1/2 times poverty guidelines.
B.	75% charity — Income over 1-1/2 times to and including 2 times poverty guidelines.
C.	50% Charity — Income over 2 times and including 2-1/2 times poverty guidelines.

IX. The medical center reserves the right to reconsider its determination under any of, but not limited by the following conditions.

A.	If the patient, his representative, or responsible party should refuse to cooperate in furnishing current financial information to assist in a fair determination.
B.	If the patient, his representative or responsible party should refuse to make application or not fully cooperate in completing application requirements for any amounts receivable from other available payer sources.
C.	If it is determined that any false or misleading information was provided by the patient, his representative or responsible party.

IX. The medical center reserves the right to revise these guidelines as deemed necessary and without prior notice.

Attachments:
Healthcare Assistance Program Application
Healthcare Assistance Program Worksheet

3

Healthcare Assistance Program

100 A-70

MUSKOGEE REGIONAL MEDICAL CENTER
300 ROCKEFELLER DRIVE, MUSKOGEE, OK 74401
918-684-2585

********** FILING THIS APPLICATION DOES NOT GUARANTEE APPROVAL **************

For Hospital Use Only:	Name:	Acct#
	SS #:	Acct#
		Acct#

HEALTHCARE ASSISTANCE PROGRAM APPLICATION

DATE COMPLETED: ________________________

PERSON COMPLETING FORM: ________________________

GUARANTOR:____________________________________	SPOUSE:________________________________________
SS#:____________________________________________	SS#:___________________________________________
EMPLOYER:_______________________________________	EMPLOYER:_____________________________________
ADDRESS:_______________________________________	ADDRESS:______________________________________
CITY,STATE:______________________________________	CITY,STATE:____________________________________
PHONE:__________________________________________	PHONE:_________________________________________

******** DEPENDENTS ********

NAME:	AGE:
NAME:	AGE:
NAME:	AGE:
NAME:	AGE:
NAME:	AGE:

******** CASH ASSETS ********

BANK NAME:________________________

ADDRESS:_________________________________________________________________________________________ _________

4

Healthcare Assistance Program

100 A-70

BALANCE ON HAND:

CHECKING ACCOUNT:________________________	SAVINGS ACCOUNT:______________
CDs:_______________________________________	OTHER:_________________________

          TOTAL CASH ASSETS:___________________________

******” NON-CASH ASSETS ******”*

MARKET VALUE	-	LOAN BALANCE	=	EQUITY
HOME	-		=
OTHER	-		=
VEHICLE	-		=
VEHICLE	-		=

     TOTAL NON-CASH ASSETS EQUITY:___________________________

******** INCOME ********

          (INCLUDE ALL INCOMES OF ALL MEMBERS OF HOUSEHOLD)

	WEEKLY/BIWEEKLY	ANNUAL
SOURCE OF INCOME	AMOUNT	AMOUNT
WAGES OR SALARY	$	$
NET INCOME SELF-EMPLOYMENT	$	$
NET INCOME FARM	$	$
SOCIAL SECURITY	$	$
AFDC — WELFARE	$	$
UNEMPLOYMENT COMPENSATION $	$	$
WORKERS COMPENSATION	$	$
ALIMONY	$	$
CHILD SUPPORT	$	$

5

Healthcare Assistance Program

100 A-70

OTHER (SPECIFY)	$	$
INTEREST INCOME	$	$
TOTAL INCOME	$	$

******** USES OF CASH ********

BALANCE OUTSTANDING | MONTHLY PAYMENT

BANK LOANS:	$	$
BANK NAME:	$	$
BANK NAME:	$	$
CREDIT CARDS:
COMPANY:	$	$
COMPANY:	$	$
COMPANY:	$	$
OTHER:
HOUSE PAYMENT/RENT:
CAR/TRUCK PAYMENTS:	$	$
HOME INSURANCE PAYMENT:	$	$
CAR/TRUCK INSURANCE PAYMENT:	$	$
UTILITIES:	$	$
TELEPHONE:
MEDICAL BILLS:
NAME:	$	$
NAME:	$	$
NAME:	$	$
NAME:	$	$
NAME:	$	$
OTHER (PLEASE SPECIFY):
NAME:	$	$
NAME:	$	$
TOTAL PAYMENTS

6

Healthcare Assistance Program

100 A-70

I authorize MUSKOGEE REGIONAL MEDICAL CENTER to verify any information given on this application with my employer or other party listed, including requesting a credit bureau report. I am submitting a copy of all current documents, such as my entire federal income tax return, pay check stubs, social security income verification, unemployment income verification, property documentation or other personal financial information, that supports the information provided on this application. I understand that I may be asked to submit additional documents supporting my current financial status.

PATIENT OR RESPONSIBLE PARTY SIGNATURE 

DATE 

If your income is different from the income tax return attached, please explain below, the reasons(s) for the change in income.

COMMENTS:

7

Healthcare Assistance Determination Worksheet

Guarantor Name:____________________

          SS#:___________________

Guarantor Reported Income: $______________ Family Size:___________

Outstanding MRMC Debt: $______________

	Poverty	150% of	200% of	250% of
Family Size	Guideline	Guideline	Guideline	Guideline
1
2
3
4
5
6

Recommendation: ____Approve ____Deny            Based On: ____Income Level ____Medical Need

Discount Qualification: ___100% ___75% ___50% ____Other %

Effective Period for Charity Approval: ____/____/____ to ____/____/____

Submitted By:________________________ Date:________________

APPROVED BY:

PFS Director:________________________ Date:________________

VP/CFO:________________________ Date:________________

Data Entry Completed By:____________________ Date:________________

Amount of Adjustment: $________

CHAR Insurance mnemonic added to accounts pending insurance payment________

List of Guarantor accounts and all application documentation should remain attached to this form

20xx Federal Poverty Guidelines

Healthcare Assistance Program Application Analysis

	Weekly Income (or)	$	0
GUARANTOR INCOME	Monthly Income	$	0
	Total annual income	$	0
	Weekly Income (or)	$	0
HOUSE/OTHER FAMILY INCOME	Monthly Income	$	0
	Total annual income	$	0
FAMILY (HOUSEHOLD) SIZE		$	0

EXPENSE TO INCOME ANALYSIS	Note	Monthly Cost		Annual Cost
Mortgage or rent		$	0	$	0
Phone		$	50	$	600
Electricity		$	100	$	1,200
[___]s		$	50	$	600
Water and sewer		$	50	$	600
Waste removal		$	30	$	360
[__od]		$	300	$	3,600
Auto/Transportation Payment		$	0	$	0
Auto Insurance		$	0	$	0
Other		$	0	$	0
Subtotals		$	580	$	6,960

VEHICLES/BOATS/TRAILERS	Market Cost		Loan Balance		Difference
1 Make/Model	$	0	$	0	$	0
2 Make/Model	$	0	$	0	$	0
3 Make/Model					$	0
Motorcycle/ATV					$	0
					$	0
					$	0
					$	0
Subtotals	$	0	$	0	$	0

BANK CHECKING ACCOUNT	Balance
Starting Balance	$	0
Deposits	$	0
Withdrawals	$	0
Fees	$	0
Balance Subtotal	$	0

FARM EQUIPMENT	Market Value		Loan Balance		Difference
Tractors					$	0
Buildings					$	0
__mplements					$	0
Subtotals	$	0	$	0	$	0

LIVESTOCK	Cash Value
Cattle	$	0
Horses	$	0
Other	$	0
Other	$	0
Other
Subtotals

INCOME (INCLUDE IN TOP BOXES)	Weekly Income		Monthly Income		Annual Income
[__________ ployment]					$	0
					$	0
Social Security	$	0	$		$	0
[__FDC] - Welfare					$	0
Unemployment Compensation	$	0			$	0
Alimony/Child Support					$	0
Worker’s Compensation					$	0
Subtotals			$	0	$	0

Up to 150% of POVERTY GUIDELINE — Discount 100%		#N/A
Up to 200% of POVERTY GUIDELINE — Discount 75%		#N/A
Up to 250% of POVERTY GUIDELINE — Discount 50%		#N/A
ANNUAL FAMILY INCOME	$	0
DISCOUNT QUALIFICATION % (for income level basis)

MEDICAL EXPENSES	Monthly Cost		Balance		Annual Total
Prescription Medication	$	0	$	0	$	0
Hospital (not including MRMC)			$	0	$	0
Physician			$	0	$	0
Durable Medical Equipment					$	0
Other Medical Equipment					$	0
Medical Insurance Premiums					$	0
MRMC					$	0
Other					$	0
Other					$	0
Subtotals	$	0	$	0	$	0

LOANS	Balance		Monthly Pay		Annual Total
Personal	$	0	$	0	$	0
Student Loan	$	0	$	0	$	0
Credit Card	$	0	$	0	$	0
Credit card	$	0	$	0	$	0
Credit card	$	0	$	0	$	0
Other					$	0
Subtotals	$	0	$	0	$	0

TAXES	Refund		Amound Owed		Net
Federal	$	0	$	0	$	0
State	$	0	$	0	$	0
Local (Home, Personal Property)					$	0
Other					$	0
Subtotals	$	0	$	0	$	0

SAVINGS OR INVESTMENTS	Starting Bal		Activity		End Balance
Retirement account	$	0	$	0	$	0
Investment account	$	0	$	0	$	0
Savings account #1	$	0	$	0	$	0
Savings account #2					$	0
Certificate of Deposit					$	0
Other					$	0
Other					$	0
Other					$	0
Subtotals					$	0

LEGAL	Projected Cost		Actual Cost		Difference
Attorney					$	0
Alimony					$	0
Payments on lien or judgment					$	0
Subtotals	$	0	$	0	$	0
TOTAL ANNUAL INCOME					$	0
TOTAL ANNUAL EXPENSES			90% Threshold $0.0		$	6,960
TOTAL ASSETS					$	0
TOTAL INCOME LESS EXPENSES					$	(6,960	)

Family Size	Poverty Guideline			150% of Guideline			200% of Guideline			250% of Guideline
1	$	9,800.00		$	14,700.00		$	19,600.00		$	24,500.00
2	$	13,200.00		$	19,800.00		$	26,400.00		$	33,000.00
3	$	16,600.00		$	24,900.00		$	33,200.00		$	41,500.00
4	$	20,000.00		$	30,000.00		$	40,000.00		$	50,000.00
5	$	23,400.00		$	35,100.00		$	46,800.00		$	58,500.00
6	$	26,800.00		$	40,200.00		$	53,600.00		$	67,000.00
7	$	30,200.00		$	45,300.00		$	60,400.00		$	75,500.00
8	$	33,600.00		$	50,400.00		$	67,200.00		$	84,000.00
9	$	37,000.00		$	55,500.00		$	74,000.00		$	92,500.00
10	$	40,400.00		$	60,600.00		$	80,800.00		$	101,000.00
11	$	43,800.00		$	65,700.00		$	87,600.00		$	109,500.00
12	$	47,200.00		$	70,800.00		$	94,400.00		$	118,000.00
13	$	50,600.00		$	75,900.00		$	101,200.00		$	126,500.00
14	$	54,000.00		$	81,000.00		$	108,000.00		$	135,000.00
15	$	57,400.00		$	86,100.00		$	114,800.00		$	143,500.00
Discount		100	%		100	%		75	%		50	%

Schedule 17.2
Brokers

The Trust Parties engaged Juniper Advisory, Ltd. to advise it in connection with the transaction contemplated by this Agreement.

EX-10.30

EXHIBIT 10.30

CAPELLA HOLDINGS, INC.
FORM OF REDEMPTION AGREEMENT

     THIS REDEMPTION AGREEMENT (“Agreement”) is made and entered into this _____ day of _______ 2011, by and between Capella Holdings, Inc., a Delaware corporation (the “Company”), and ______________ (“Executive”) a resident of the State of Tennessee.

     WHEREAS, Executive acquired _____________ shares of the Company’s [common/preferred] stock pursuant to the terms of a Senior Management Agreement, dated ___________, 20__, as amended (“Senior Management Agreement”), that sets forth the terms of such acquisition, including conditions of a substantial risk of forfeiture of such [common/preferred] stock, and sets forth the terms of the Executive’s employment with Capella Healthcare, Inc., a Delaware corporation;

     WHEREAS, Executive timely elected to include the value of the shares acquired under the Senior Management Agreement as ordinary income at the time of acquisition, less the price paid to acquire such shares, pursuant to Section 83(b) of the Internal Revenue Code, and properly filed the required notices of such election;

     WHEREAS, Executive acquired such shares, in whole or in part, by incurring indebtedness to the Company or to a third-party in the amount of $______________; and

     WHEREAS, the Company desires to redeem and Executive desires to sell ___________ shares of the common stock of the Company (the “Redeemed Shares”) in order to permit the Executive to fully repay the indebtedness that was incurred upon acquisition of the common stock and, as necessary, provide cash to the Executive to pay taxes on the capital gain that may result from the redemption;

     NOW, THEREFORE, based upon the foregoing premises and the covenants and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

     1. Redemption. On and subject to the terms contained in this Agreement, for and in consideration of a total of $_____________ (the “Redemption Price”) and the covenants, representations, restrictions and obligations set forth in this Agreement, the Executive hereby assigns, transfers and conveys to the Company the Redeemed Shares and all of the Executive’s right, title and interest in the Redeemed Shares effective as of the Closing (as defined below).

          (i) The Redemption Price shall be paid as follows: [at Closing, cancellation of Executive’s indebtedness to the Company represented by a promissory note referenced in the Senior Management Agreement and in the original principal amount of $____________, and satisfaction of all interest due thereunder;] [and/or] [no later than July __, 2011, payment of cash in the amount of $____________ to the Executive by check or wire transfer of funds].

          (ii) Subject to the satisfaction or written waiver by the appropriate party of all of the conditions precedent to closing specified in this Agreement, the consummation of the purchase and sale of Redeemed Shares hereunder (the “Closing”) shall take place in Nashville, Tennessee at the offices of Waller Lansden Dortch & Davis, LLP as of the close of business on

___________, 2011, or such other place, time or date as the parties hereto agree otherwise, to be effective as of May 31, 2011.

     2. Delivery of Certificates. Upon execution of this Agreement and as a condition to the Company redeeming the Redeemed Shares and delivering the Redemption Price, Executive shall surrender to the Company the certificates representing the Redeemed Shares that are held by Executive or are in the custody of the Company on Executive’s behalf, if any, and any other evidence of ownership. Such certificates shall be properly endorsed for transfer or shall be accompanied by a stock power duly executed by Executive for transfer to the Company.

     3. Representations and Warranties of Executive. Executive hereby represents and warrants that as of the date of this Agreement: (i) he is the sole owner of the Redeemed Shares; (ii) all of the Redeemed Shares are and will be free and clear of liens, claims, restrictions, adverse rights or encumbrances of any kind; (iii) he has the right and authority to transfer the Redeemed Shares to the Company; (iv) he has full power and authority to execute, deliver and perform his obligations under this Agreement and, when executed and delivered by him, this Agreement shall constitute the valid and binding legal obligation of him enforceable in accordance with the terms hereof; and (v) the execution and delivery of this Agreement, and the performance of Executive’s obligations hereunder, will not constitute a breach, violation of, default or cause acceleration of performance under any contract, lease, bond, mortgage, indenture or other agreement to which he is a party or by which he and his assets are bound.

     4. Representations and Warranties of Company. The Company hereby represents and warrants that: (i) its execution and delivery of this Agreement, and its performance of the transactions contemplated hereby, will not constitute a breach, violation of, default or cause acceleration of performance under any contract, lease, bond, mortgage, indenture or other agreement to which the Company is a party or by which it and its assets are bound; (ii) the Company is not aware of any fact, circumstance, condition or other circumstance, whether pending or threatened, which is unknown by Executive and which might have any material effect, whether positive or negative, upon the financial condition of the Company or its business operations. To the best of the Company’s knowledge, information and belief, the financial statements, tax returns and other financial books and records of the Company are true and correct in all material respects.

     5. Acknowledgement. Executive and the Company each acknowledge that they have had the opportunity to obtain independent legal advice regarding the terms and conditions of this Agreement. Executive and the Company each acknowledge that they believe that the Redemption Price is fair and reasonable taking into account the percentage of ownership represented by the Redeemed Shares, the current financial condition of the Company, the current prospects for the Company and its business operations, and the absence of any known or anticipated material events which might affect the valuation of the Redeemed Shares.

     6. Cooperation; Deliveries. The parties agree that they will fully cooperate with each other in connection with any steps required to be taken as part of their obligations under this Agreement, and to effect the redemption by the Company of the Redeemed Shares, including the execution and delivery of such documents and the taking of such action as shall reasonably be requested by one party or the other.

2

     7. Conditions to Performance. The obligation of the Company to perform hereunder shall be conditioned upon Executive’s surrender to the Company of the certificates representing the Redeemed Shares that are held by Executive or are in the custody of the Company on Executive’s behalf, if any, and any other evidence of ownership. The obligation of Executive to perform hereunder shall be conditioned upon delivery by the Company of the Redemption Price.

     8. Entire Agreement. Other than the Senior Management Agreement, this Agreement constitutes the entire agreement between the parties with respect to its subject matter and may not be modified or amended orally.

     9. Assignment. The rights and benefits of Executive under this Agreement, are personal to him and shall not be assignable. Discharge of Executive’s undertakings shall be an obligation of Executive’s executors, administrators, or other legal representatives or heirs.

     10. Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

     11. Counterparts. This Agreement may be executed in two or more counterparts each of which shall be deemed an original but all of which together shall be one and the same instrument. In making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart executed by the party against whom enforcement of this Agreement is sought.

     12. Binding Effect. The provisions of this Agreement shall be binding upon and inure to the benefit of each of the parties and their respective heirs, successors and assigns.

     13. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware.

[Execution Page Follows]

3

EXECUTION PAGE

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date stated above to be effective as of the close of business, May 31, 2011.

CAPELLA HOLDINGS, INC.

By:

Title:

EXECUTIVE

[Name]

4

EX-12

EXHIBIT 12

CAPELLA HEALTHCARE, INC.
COMPUTATIONS OF RATIOS OF EARNINGS TO FIXED CHARGES
(Unaudited)
(Dollars in Millions)

	Year Ended December 31,															Three Months Ended March 31,
	2006			2007			2008			2009			2010			2010			2011
EARNINGS
Income from continuing operations before income taxes	$	0.8		$	2.5		$	(24.7	)	$	9.2		$	(10.8	)	$	3.4		$	1.8
Fixed charges, exclusive of capitalized interest (a)		14.8			24.6			52.1			50.4			50.6			12.1			13.3
TOTAL EARNINGS	$	15.6		$	27.1		$	27.4		$	59.6		$	39.8		$	15.5		$	15.1
FIXED CHARGES
Interest charged to expense (a)	$	14.2		$	23.9		$	50.4		$	48.5		$	48.4		$	11.6		$	12.7
Interest portion of rental expense		0.6			0.7			1.7			1.9			2.2			0.5			0.6
Fixed charges, exclusive of capitalized interest		14.8			24.6			52.1			50.4			50.6			12.1			13.3
Capitalized interest		—			—			—			—			—			—			—
TOTAL FIXED CHARGES	$	14.8		$	24.6		$	52.1		$	50.4		$	50.6		$	12.1		$	13.3
RATIO OF EARNINGS TO FIXED CHARGES		1.1	x		1.1	x		n/a			1.2	x		n/a			1.3	x		1.1	x
Amount by which earnings are inadequate to cover fixed charges		n/a			n/a		$	24.7			n/a		$	10.8			n/a			n/a

(a)	calculated in fixed charges section below.
(b)	excludes interest income. Includes amortization of deferred financing costs and debt discount amortization.
(c)	estimated to be 15% of consolidated rental expense.

EX-21

EXHIBIT 21

SUBSIDIARIES OF CAPELLA HEALTHCARE, INC.

Subsidiaries Incorporated or Organized in the State of Alabama

Cullman County Medical Clinic, Inc.
Cullman Hospital Corporation
Hartselle Physicians, Inc.
Parkway Medical Clinic, Inc.
QHG of Jacksonville, Inc.

Subsidiaries Incorporated or Organized in the State of Arkansas

Garland Managed Care Organization, Inc.

Subsidiaries Incorporated or Organized in the State of Delaware

Capella Holdings of Oklahoma, LLC
Capital Medical Center Holdings, LLC
Capital Medical Center Partner, LLC
Capital Medical Center Physicians, LLC
Capital Medical Center Specialty Physicians, LLC
CMCH Holdings, LLC
Columbia Olympia Management, Inc.
Cullman Surgery Venture Corp.
Farmington Heart & Vascular Center, LLC
Hot Springs National Park Hospital Holdings, LLC
Jacksonville Medial Professional Services, LLC
Jacksonville Surgical and Medical Affiliates, LLC
Lawton Holdings, LLC
Lawton Surgery Investment Company, LLC
Muskogee Holdings, LLC
Muskogee Medical and Surgical Associates, LLC
Muskogee Physician Group, LLC
Muskogee Regional Medical Center, LLC
National Healthcare of Cullman, Inc.
National Healthcare of Decatur, Inc.
National Healthcare of Hartselle, Inc.
National Park Cardiology Services, LLC
National Park Family Care, LLC
National Park Physician Services, LLC
National Park Real Property, LLC
NPMC Holdings, LLC
NPMC, Home Health, LLC
NPMC, LLC
Oregon Healthcorp, LLC
River Park Hospital, LLC
River Park Physician Group, LLC
Russellville Holdings, LLC
Southwestern Medical Center, LLC
Southwestern Radiology Affiliates, LLC
Southwestern Surgical Affiliates LLC
St. Mary’s Holdings, LLC
St. Mary’s Physician Services, LLC
St. Mary’s Real Property, LLC

White County Community Hospital, LLC
Willamette Valley Clinics, LLC
Willamette Valley Medical Center, LLC
WPC Holdco, LLC

Subsidiaries Incorporated or Organized in the State of Missouri

Farmington Clinic Company, LLC
Farmington Hospital Corporation
Farmington Missouri Hospital Company, LLC
Mineral Area Pharmacy and Durable Medical Equipment, LLC

Subsidiaries Incorporated or Organized in the State of Oklahoma

Providence MRI Associates, L.L.C.
Providence Radiologic Services, L.C.
Southwestern Emergency Department Physician Services, LLC
Southwestern Neurosurgery Physicians, LLC
Southwestern Physician Services, LLC

Subsidiaries Incorporated or Organized in the State of Tennessee

Columbia Medical Group — South Pittsburg, Inc.
Grandview Physician Group, LLC
River Park Hospital, Inc.
River Park Hospitalists, LLC
Sequatchie Valley Urology, LLC
SP Acquisition Corp.
Sparta Hospital Corporation
White County Physician Services, LLC

Subsidiaries Incorporated or Organized in the State of Washington

Columbia Capital Medical Center Limited Partnership
Western Washington Healthcare, LLC

EX-23.2

EXHIBIT 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the captions “Summary Historical Consolidated Financial and Operating Data,” “Selected Historical Financial and Operating Data,” and “Experts” and to the use of our report dated March 30, 2011 (except Note 12, as to which the date is June 27, 2011), in the Registration Statement (Form S-4) and related Prospectus of Capella Healthcare, Inc. for the registration of $500,000,000 of its 9.25% Senior Notes due 2017.

/s/ Ernst & Young LLP
Nashville, Tennessee
June 27, 2011

EX-25.1

EXHIBIT 25

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER
THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

o Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2)

U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

31-0841368
I.R.S. Employer Identification No.

800 Nicollet Mall
Minneapolis, Minnesota	55402
(Address of principal executive offices)	(Zip Code)

Wally Jones
U.S. Bank National Association
150 Fourth Avenue North, 2^nd Floor
Nashville, TN 37219
(615) 251-0733
(Name, address and telephone number of agent for service)

Capella Healthcare, Inc.

(Issuer with respect to the Securities)

Delaware	20-2767829
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

501 Corporate Center Drive, Suite 200
Franklin, Tennessee	37067
(Address of Principal Executive Offices)	(Zip Code)

9¹/4% Senior Notes due 2017
(Title of the Indenture Securities)

Table of Additional Obligors

	State or Other
	Jurisdiction of	I.R.S. Employer
Exact Name of Additional Obligor as Specified in its Charter	Incorporation or	Identification
(or Other Organizational Document), Address, and Phone Number (1)	Organization	Number
Capella Holdings of Oklahoma, LLC	Delaware		20-8308250
Capital Medical Center Holdings, LLC	Delaware		14-1936331
Capital Medical Center Partner, LLC	Delaware		62-1805349
CMCH Holdings LLC	Delaware		26-4088312
Columbia Medical Group — South Pittsburg, Inc.	Tennessee		62-1639105
Columbia Olympia Management, Inc.	Delaware		62-1690140
Cullman County Medical Clinic, Inc.	Alabama		63-1138503
Cullman Hospital Corporation	Alabama		63-1157234
Cullman Surgery Venture Corp.	Delaware		74-3042199
Farmington Clinic Company, LLC	Missouri		20-4795191
Farmington Heart & Vascular Center, LLC	Delaware		27-0888641
Farmington Hospital Corporation	Missouri		20-4795037
Farmington Missouri Hospital Company, LLC	Missouri		20-4795132
Grandview Physician Group, LLC	Tennessee		32-0142836
Hartselle Physicians, Inc.	Alabama		63-1173620
Jacksonville Medical Professional Services, LLC	Delaware		20-5957808
Jacksonville Surgical and Medical Affiliates, LLC	Delaware		26-3311350
Lawton Holdings, LLC	Delaware		26-4088357
Mineral Area Pharmacy and Durable Medical Equipment, LLC	Missouri		20-4890756
Muskogee Holdings, LLC	Delaware		20-4088158
Muskogee Medical and Surgical Associates, LLC	Delaware		26-4445694
Muskogee Physician Group, LLC	Delaware		20-8493666
Muskogee Regional Medical Center, LLC	Delaware		20-8308340
National Healthcare of Decatur Inc.	Delaware		63-0928790
National Healthcare of Hartselle, Inc.	Delaware		63-0928787
National Park Cardiology Services, LLC	Delaware		26-4446655
National Park Family Care, LLC	Delaware		27-4035448
National Park Physician Services, LLC	Delaware		62-1762445
NPMC Holdings, LLC	Delaware		26-4088237
NPMC, Home Health, LLC	Delaware		20-8449844
NPMC, LLC	Delaware		20-4599508
Oregon Healthcorp, LLC	Delaware		62-1769632

2

	State or Other
	Jurisdiction of	I.R.S. Employer
Exact Name of Additional Obligor as Specified in its Charter	Incorporation or	Identification
(or Other Organizational Document), Address, and Phone Number (1)	Organization	Number
Parkway Medical Clinic, Inc.	Alabama		63-1138502
QHG of Jacksonville, Inc.	Alabama		62-1637909
River Park Hospital, Inc.	Tennessee		62-0811451
River Park Hospitalists, LLC	Tennessee		03-0557520
River Park Physician Group, LLC	Delaware		26-3798779
Russellville Holdings, LLC	Delaware		62-1771866
Sequatchie Valley Urology, LLC	Tennessee		32-0142834
Southwestern Emergency Department Physician Services, LLC	Oklahoma		13-4229397
Southwestern Medical Center, LLC	Delaware		62-1757662
Southwestern Neurosurgery Physicians, LLC	Oklahoma		20-1084297
Southwestern Physician Services, LLC	Oklahoma		57-1141094
Southwestern Radiology Affiliates, LLC	Delaware		27-3256164
Southwestern Surgical Affiliates LLC	Delaware		26-3311227
SP Acquisition Corp.	Tennessee		62-1321262
Sparta Hospital Corporation	Tennessee		62-1587742
St. Mary’s Holdings, LLC	Delaware		26-4088270
St. Mary’s Physician Services, LLC	Delaware		62-1769626
St. Mary’s Real Property, LLC	Delaware		62-1762460
Western Washington Healthcare, LLC	Washington		20-1275656
Willamette Valley Clinics, LLC	Delaware		62-1766695
Willamette Valley Medical Center, LLC	Delaware		62-1762552
WPC Holdco, LLC	Delaware		62-1839545

(1) The address of each additional obligor’s principal executive office is c/o Capella Healthcare, Inc., 501 Corporate Centre Drive, Suite 200, Franklin, Tennessee 37067. The telephone number of each additional registrant is (615) 764-3000.

3

FORM T-1

Item 1. GENERAL INFORMATION. Furnish the following information as to the Trustee.

a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency
Washington, D.C.

b) Whether it is authorized to exercise corporate trust powers.

Yes

Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

     None

Items 3-15 Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

1.	A copy of the Articles of Association of the Trustee.*
2.	A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2.
3.	A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3.
4.	A copy of the existing bylaws of the Trustee.**
5.	A copy of each Indenture referred to in Item 4. Not applicable.
6.	The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.
7.	Report of Condition of the Trustee as of December 31, 2010 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

*	Incorporated by reference to Exhibit 25 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.
**	Incorporated by reference to Exhibit 25 to registration statement on S-4, Registration Number 333-166527 filed on May 5, 2010.

4

SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Nashville, State of Tennessee on the 28^th of June, 2011.

By:	/s/ Wally Jones
	Wally Jones
	Vice President

5

Exhibit 2

Comptroller of the Currency
Administrator of National Banks

Washington, DC 20219

CERTIFICATE OF CORPORATE EXISTENCE

I, John Walsh, Acting Comptroller of the Currency, do hereby certify that:

1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and control of all records pertaining to the chartering, regulation and supervision of all National Banking Associations.

2. “U.S. Bank National Association,” Cincinnati, Ohio, (Charter No. 24), is a National Banking Association formed under the laws of the United States and is authorized thereunder to transact the business of banking on the date of this Certificate.

	IN TESTIMONY WHERE OF, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the Treasury Department, in the City of Washington and District of Columbia, this September 9, 2010.
	-s- John Walsh Acting Comptroller of the Currency

6

Exhibit 3

Comptroller of the Currency
Administrator of National Banks

Washington, DC 20219

CERTIFICATE OF FIDUCIARY POWERS

I, John Walsh, Acting Comptroller of the Currency, do hereby certify that:

1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and control of all records pertaining to the chartering, regulation and supervision of all National Banking Associations.

2. “U.S. Bank National Association,” Cincinnati, Ohio, (Charter No. 24), was granted, under the hand and seal of the Comptroller, the right to act in all fiduciary capacities authorized under the provisions of the Act of Congress approved September 28, 1962, 76 Stat.668, 12 U.S.C. 92 a, and that the authority so granted remains in full force and effect on the date of this Certificate.

	IN TESTIMONY WHERE OF, I have
	hereunto subscribed my name and caused
	my seal of office to be affixed to these
	presents at the Treasury Department, in the
	City of Washington and District of
	Columbia, this September 9, 2010.
	-s- John Walsh
	Acting Comptroller of the Currency

7

Exhibit 6

CONSENT

     In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: June 28, 2011

By:	/s/ Wally Jones
	Wally Jones
	Vice President

8

Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 3/31/2011

($000’s)

	3/31/2011
Assets
Cash and Balances Due From Depository Institutions	$	13,798,547
Securities		58,784,508
Federal Funds		4,446,250
Loans & Lease Financing Receivables		188,553,195
Fixed Assets		5,071,554
Intangible Assets		13,223,551
Other Assets		22,091,641
Total Assets	$	305,969,246
Liabilities
Deposits	$	215,206,369
Fed Funds		8,615,219
Treasury Demand Notes		0
Trading Liabilities		579,986
Other Borrowed Money		34,076,282
Acceptances		0
Subordinated Notes and Debentures		7,760,721
Other Liabilities		7,772,817
Total Liabilities	$	274,011,394
Equity
Minority Interest in Subsidiaries	$	1,761,010
Common and Preferred Stock		18,200
Surplus		14,136,872
Undivided Profits		16,041,770
Total Equity Capital	$	31,957,852
Total Liabilities and Equity Capital	$	305,969,246

9

EX-99.1

EXHIBIT 99.1

LETTER OF TRANSMITTAL
Capella Healthcare, Inc.
Offer to Exchange

91/4% Senior Notes Due 2017
for Any and All Outstanding
91/4% Senior Notes Due 2017

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON          , 2011 (THE “EXPIRATION DATE”) UNLESS EXTENDED BY CAPELLA HEALTHCARE, INC.

The Exchange Agent for the Exchange Offer is:

U.S. BANK NATIONAL ASSOCIATION

By Registered or Certified Mail, Hand Delivery or Overnight Courier:

U.S. Bank National Association
60 Livingston Avenue
St. Paul, MN 55107
Attention: Specialized Finance Dept.

By Facsimile:	By Telephone:
(651) 495-8158 (For Eligible Institutions Only)	(800) 934-6802

Delivery of this Letter of Transmittal to an address other than as set forth above or transmission via facsimile to a number other than as set forth above will not constitute a valid delivery.

The undersigned acknowledges receipt of the Prospectus, dated          , 2011 (the “Prospectus”), of Capella Healthcare, Inc. (the “Company”) and this Letter of Transmittal (the “Letter of Transmittal”), which together describe the Company’s offer (the “Exchange Offer”) to exchange $1,000 in principal amount of its 91/4% Senior Notes due 2017 (the “Registered Notes”) for each $1,000 in principal amount of outstanding 91/4% Senior Notes due 2017 (the “Old Notes”). The terms of the Registered Notes are identical in all material respects (including principal amount, interest rate and maturity) to the terms of the Old Notes for which they may be exchanged pursuant to the Exchange Offer, except that the Registered Notes are freely transferable by holders thereof (except as provided herein or in the Prospectus) and are not subject to any covenant regarding registration under the Securities Act of 1933, as amended (the “Securities Act”). The Old Notes are unconditionally guaranteed (the “Outstanding Guarantees”) by certain subsidiaries of the Company on a senior unsecured basis, and the Registered Notes will be unconditionally guaranteed (the “New Guarantees”) by such guarantors on a senior unsecured basis. The CUSIP numbers for the Old Notes are 13959R AA2 and U13884 AA6.

The undersigned has checked the appropriate boxes below and signed this Letter of Transmittal to indicate the action 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. 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 or for additional copies of the Prospectus and this Letter of Transmittal may be directed to U.S. Bank National Association (the “Exchange Agent”).

List below the Old Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the certificate numbers and principal amounts should be listed on a separate signed schedule affixed hereto.

DESCRIPTION OF OLD NOTES
		Aggregate Principal
Name(s) and Addresses of Registered Holder(s)	Certificate	Amount Represented	Principal Amount
(Please fill in)	Number(s)	By Old Notes*	Tendered**
	Total
* 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. Unless otherwise indicated, the holder will be deemed to have tendered the full aggregate principal amount represented by such Old Notes. See Instruction 2 below.

This Letter of Transmittal is to be used either if certificates representing Old Notes are to be forwarded herewith or if delivery of Old Notes is to be made by book-entry transfer to the Exchange Agent’s account at The Depository Trust Company (the “Book-Entry Transfer Facility”), pursuant to the procedures set forth in the Prospectus under the caption “The Exchange Offer — Procedures for Tendering.” Delivery of documents to the Book-Entry Transfer Facility does not constitute delivery to the Exchange Agent.

Holders whose Old Notes are not immediately available or who cannot deliver their Old Notes and all other documents required hereby to the Exchange Agent on or prior to the Expiration Date must tender their Old Notes according to the guaranteed delivery procedures set forth in the Prospectus under the caption “The Exchange Offer — Guaranteed Delivery Procedures.”

o  CHECK HERE IF TENDERED OLD NOTES ARE ENCLOSED HEREWITH

o  CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE EXCHANGE AGENT’S ACCOUNT AT DTC AND COMPLETE THE FOLLOWING:

Name of Tendering Institution(s)

The Depository Trust Company Account Number

Transaction Code Number

o  CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:

Name of Registered Holder(s)

Name of Eligible Institution that Guaranteed Delivery

Date of Execution of Notice of Guaranteed Delivery

Name of Institution that Guaranteed Delivery

If Delivered by Book-Entry Transfer

Account Number

2

o  CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED OLD NOTES FOR ITS OWN ACCOUNT AS A RESULT OF MARKET-MAKING OR OTHER TRADING ACTIVITIES AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO AND COMPLETE THE FOLLOWING:

Name

Address

If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Registered Notes. Additionally, if the undersigned is a broker-dealer that will receive Registered Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Registered 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. Any holder who is an “affiliate” of the Company or who has an arrangement or understanding with respect to the distribution of the Registered Notes to be acquired pursuant to the Exchange Offer, or any broker-dealer who purchased Old 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.

3

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

1. Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Company the aggregate principal amount at maturity of Old Notes indicated above. Subject to, and effective upon, the acceptance for exchange of the Old Notes tendered hereby, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to such Old Notes as are being tendered hereby.

2. The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Old Notes tendered hereby and that the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim when the same are accepted by the Company. The undersigned hereby further represents that any Registered Notes acquired in exchange for Old Notes tendered hereby will have been acquired in the ordinary course of business of the person receiving such Registered Notes, whether or not such person is the undersigned, that neither the holder of such Old Notes nor any such other person is engaging in or intends to engage in a distribution of such Registered Notes and that neither the holder of such Old Notes nor any such other person is an “affiliate,” as defined in Rule 405 under the Securities Act, of the Company.

3. The undersigned also acknowledges that the Exchange Offer is being made in reliance on an interpretation, made to third parties, by the staff of the Securities and Exchange Commission (the “SEC”) that the Registered Notes issued in exchange for the Old Notes pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by holders thereof (other than any such holder that is an “affiliate” of the Company 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 Registered Notes are acquired in the ordinary course of such holders’ business, such holders are not engaging in and do not intend to engage in the distribution of such Registered Notes and such holders have no arrangements with any person to participate in the distribution of such Registered Notes. If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Registered Notes. If the undersigned is a broker-dealer that will receive Registered Notes for its own account in exchange for Old 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 resales of such Registered 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.

4. The undersigned may, if, and only if, it would not receive freely tradable Registered Notes in the Exchange Offer or is not eligible to participate in the Exchange Offer, elect to have its Old Notes registered in the shelf registration described in the Registration Rights Agreement, dated as of June 28, 2010, among the Company, the Company’s subsidiary guarantors from time to time party thereto and Banc of America Securities LLC, as representative of the initial purchasers named therein (the “Registration Rights Agreement”). Capitalized terms used in this paragraph 4 and not otherwise defined herein shall have the meanings given to them in the Registration Rights Agreement. Such election may be made by checking the box under “Special Registration Instructions” below. By making such election, the undersigned agrees, as a holder of Old Notes participating in a shelf registration, to comply with the Registration Rights Agreement and to indemnify and hold harmless the Company, its subsidiary guarantors and their respective directors, officers, employees and each person, if any, who controls the Company or any of the guarantors within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended, from and against any and all losses, claims, damages, liabilities, judgments, actions and expenses (including, without limitation, and as incurred, reimbursement of all reasonable costs of investigating, preparing, pursuing, settling, compromising, paying or defending any claim or action, or any investigation or proceeding by any governmental agency or body, commenced or threatened, including the reasonable fees and expenses of counsel) directly or indirectly caused by, related to, based upon, arising out of or in connection with any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or any amendment thereto), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, but in each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with information related to the undersigned furnished in writing by the undersigned expressly for use therein. Any such indemnification shall be governed by the terms and subject to the conditions set forth in the Registration Rights Agreement, including, without limitation, the provisions regarding notice, retention of counsel, contribution and payment of expenses set forth therein. The above summary of the indemnification

4

provisions of the Registration Rights Agreement is not intended to be exhaustive and is qualified in its entirety by the Registration Rights Agreement.

5. The undersigned will, upon request, execute and deliver any additional documents deemed by the Company to be necessary or desirable to complete the sale, assignment and transfer of the Old Notes tendered hereby. All authority conferred or agreed to be conferred in this Letter of Transmittal and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in the Prospectus under the caption “The Exchange Offer — Withdrawal of Tenders.” See Instruction 9 below.

6. Unless otherwise indicated in the box entitled “Special Issuance Instructions” below, please issue the Registered Notes (and, if applicable, substitute certificates representing Old Notes for any Old Notes not exchanged) in the name of the undersigned or, in the case of a book-entry delivery of Old Notes, please credit the account indicated above maintained at the Book-Entry Transfer Facility. Similarly, unless otherwise indicated under the box entitled “Special Delivery Instructions” below, please send the Registered Notes (and, if applicable, substitute certificates representing Old Notes for any Old Notes not exchanged) to the undersigned at the address shown above in the box entitled “Description of Old Notes.”

THE UNDERSIGNED ACKNOWLEDGES THAT THE EXCHANGE OFFER IS SUBJECT TO THE MORE DETAILED TERMS SET FORTH IN THE PROSPECTUS AND, IN CASE OF ANY CONFLICT BETWEEN THE TERMS OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL, THE TERMS OF THE PROSPECTUS SHALL PREVAIL.

THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED “DESCRIPTION OF OLD NOTES” ABOVE AND SIGNING THIS LETTER OF TRANSMITTAL, WILL BE DEEMED TO HAVE TENDERED THE OLD NOTES AS SET FORTH IN SUCH BOX ABOVE.

5

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING ANY BOX.

PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
(IN ADDITION, COMPLETE ACCOMPANYING SUBSTITUTE IRS FORM W-9)

X		­ ­, 2011
X		­ ­, 2011
X		­ ­, 2011
	Signature(s) of Owner	Date

Area Code and Telephone Number

If a holder is tendering any Old Notes, this Letter of Transmittal must be signed by the registered holder(s) as the name(s) appear(s) on the certificate(s) for the Old Notes or by any person(s) authorized to become registered holder(s) by endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, officer or other person acting in a fiduciary or representative capacity, please set forth full title. See Instruction 3 below.

Name(s): 

Capacity: 

Address: 

SIGNATURE GUARANTEE
(IF REQUIRED BY INSTRUCTION 3 BELOW)

Signature(s) Guaranteed by an Eligible Institution: 

                             (Authorized Signature)

                             (Title)

                             (Name and Firm)

IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE HEREOF (TOGETHER WITH THE CERTIFICATES FOR OLD NOTES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS OR THE NOTICE OF GUARANTEED DELIVERY) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

6

SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 2, 3, 4 and 5 below)

To be completed ONLY if certificates for Old Notes not exchanged and/or Registered Notes are to be issued in the name of someone other than the undersigned, or if Old Notes delivered by book-entry transfer which are not accepted for exchange are to be returned by credit to an account maintained at the Book-Entry Transfer Facility other than the account indicated above.

Issue: Registered Notes and/or Old Notes to:

Name(s)* 

(Please Type or Print)

(Please Type or Print)

Address: 

Zip Code

*  Such person(s) must properly complete a Substitute IRS Form W-9, a IRS Form W-8BEN, a IRS Form W-8ECI, a IRS Form W-8EXP or a IRS Form W-8IMY.

Credit unchanged Old Notes delivered by book-entry transfer to the Book-Entry Transfer Facility account set forth below:

(Book-Entry Transfer Facility

Account Number, if applicable)

SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3 and 4 below)

To be completed ONLY if certificates for Old Notes not exchanged and/or Registered Notes are to be sent to someone other than the undersigned or to the undersigned at an address other than shown in the box entitled “Description of Old Notes” above.

Mail Registered Notes and/or Old Notes to:

Name(s)* 

(Please Type or Print)

(Please Type or Print)

Address: 

Zip Code

*  Such person(s) must properly complete a Substitute IRS Form W-9, a IRS Form W-8BEN, a IRS Form W-8ECI, a IRS Form W-8EXP or a IRS Form W-8IMY.

7

SPECIAL REGISTRATION INSTRUCTIONS
(See Paragraph 4 above)

To be completed ONLY IF (i) the undersigned satisfies the conditions set forth in paragraph 4 above, (ii) the undersigned elects to register its Old Notes in the shelf registration described in the Registration Rights Agreement, and (iii) the undersigned agrees to comply with the Registration Rights Agreement and to indemnify certain entities and individuals as set forth in paragraph 4 above.

o  By checking this box the undersigned hereby (i) represents that it is entitled to have its Old Notes registered in a shelf registration in accordance with the Registration Rights Agreement, (ii) elects to have its Old Notes registered pursuant to the shelf registration described in the Registration Rights Agreement, and (iii) agrees to comply with the Registration Rights Agreement and to indemnify certain entities and individuals identified in, and to the extent provided in, paragraph 4 above.

8

INSTRUCTIONS

1.   Delivery of this Letter of Transmittal and Certificates; Guaranteed Delivery Procedures.

This Letter of Transmittal is to be completed by holders of Old Notes either if certificates are to be forwarded herewith or if tenders are to be made pursuant to the procedures for delivery by book-entry transfer set forth in the Prospectus under the caption “The Exchange Offer — Book-Entry Transfer.” Certificates for all physically tendered Old Notes, or book-entry confirmation, as the case may be, as well as a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof), with any required signature guarantees, and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at the address set forth herein on or prior to the Expiration Date, or the tendering holder must comply with the guaranteed delivery procedures set forth below. Old Notes tendered hereby must be in minimum denominations of principal amount of $2,000 and in any integral multiples of $1,000 in excess thereof.

Holders whose certificates for Old Notes are not immediately available or who cannot deliver their certificates and any other required documents to the Exchange Agent on or prior to the Expiration Date, or who cannot complete the procedure for book-entry transfer on a timely basis, may tender their Old Notes pursuant to the guaranteed delivery procedures set forth in the Prospectus under the caption “The Exchange Offer — Guaranteed Delivery Procedures.” Pursuant to such procedures, (i) such tender must be made through an Eligible Institution (as defined below), (ii) on or prior to 5:00 p.m., New York City time, on the Expiration Date, the Exchange Agent must receive from such Eligible Institution either a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Company (by facsimile transmission, mail or hand delivery), or a properly transmitted agent’s message and Notice of Guaranteed Delivery setting forth the name and address of the holder of Old Notes, the registered number(s) of the Old Notes and the principal amount of Old Notes tendered, stating that the tender is being made thereby and guaranteeing that within three New York Stock Exchange (“NYSE”) trading days after Expiration Date, the certificates for all physically tendered Old Notes in proper form for transfer, or a book-entry confirmation, as the case may be, and any other documents required by this Letter of Transmittal will be deposited by the Eligible Institution with the Exchange Agent, and (iii) a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), the certificates for all physically tendered Old Notes, in proper form for transfer, or book-entry confirmation, as the case may be, and all other documents required by this Letter of Transmittal, must be received by the Exchange Agent within three NYSE trading days after the Expiration Date.

The method of delivery of this Letter of Transmittal, the Old Notes and all other required documents is at the election and risk of the tendering holder, but the delivery will be deemed made only when actually received or confirmed by the Exchange Agent. Instead of delivery by mail, it is recommended that holders use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure delivery to the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date. No Letter of Transmittal or Old Notes should be sent to the Company.

See “The Exchange Offer” section in the Prospectus.

2.   Partial Tenders.

If less than all of the Old Notes evidenced by a submitted certificate are to be tendered, the tendering holder(s) should fill in the aggregate principal amount at maturity of Old Notes to be tendered in the box above entitled “Description of Old Notes” under “Principal Amount Tendered.” A reissued certificate representing the balance of nontendered Old Notes of a tendering holder who physically delivered Old Notes will be sent to such tendering holder, unless otherwise provided in the appropriate box on this Letter of Transmittal, promptly after the Expiration Date. All of the Old Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated.

3.   Signatures on this Letter of Transmittal; Bond Powers and Endorsements; Guarantee of Signatures.

If this Letter of Transmittal is signed by the registered holder of the Old Notes tendered hereby, the signature must correspond exactly with the name as written on the face of the certificates without any change whatsoever.

If any tendered Old Notes are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

If any tendered Old Notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal as there are different registrations of certificates.

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When this Letter of Transmittal is signed by the registered holder or holders of the Old Notes specified herein and tendered hereby, no endorsements of certificates or separate bond powers are required. If, however, the Registered Notes are to be issued, or any untendered Old Notes are to be reissued, in the name of a person other than the registered holder, then endorsements of any certificates transmitted hereby or separate bond powers are required. Signatures on such certificate(s) or bond powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal is signed by a person other than the registered holder or holders of any certificate(s) specified herein, such certificates must be endorsed or accompanied by appropriate bond powers, in either case signed exactly as the name or names of the registered holder or holders appear(s) on the certificate(s) and signatures on such certificate(s) or bond powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal or any certificates 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, such persons should so indicate when signing and, unless waived by the Company, proper evidence satisfactory to the Company of their authority to so act must be submitted with this Letter of Transmittal.

Endorsements on certificates for Old Notes or signatures on bond powers required by this Instruction 3 must be guaranteed by a financial institution (including most banks, savings and loan associations and brokerage houses) that is a participant in the Securities Transfer Agents Medallion Program (each an “Eligible Institution” and collectively, “Eligible Institutions”).

Signatures on the Letter of Transmittal need not be guaranteed by an Eligible Institution if (A) the Old Notes are tendered (i) by a registered holder of Old Notes (which term, for purposes of the Exchange Offer, includes any participant in the Book-Entry Transfer Facility system whose name appears on a security position listing as the holder of such Old Notes) who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on this Letter of Transmittal, or (ii) for the account of an Eligible Institution and (B) the box entitled “Special Registration Instructions” on this Letter of Transmittal has not been completed.

4.   Special Issuance and Delivery Instructions.

Each holder tendering Old Notes is required to provide the Company with a correct taxpayer identification number and certain other information on Substitute IRS Form W-9, or appropriate IRS Form W-8, as described below under “Important Tax Information.” Tendering holders of Old Notes should indicate in the applicable box the name and address to which Registered Notes issued pursuant to the Exchange Offer and/or substitute certificates evidencing Old Notes not exchanged are to be issued or sent, if different from the name or address of the person signing this Letter of Transmittal. In the case of issuance in a different name, the employer identification or social security number of the person named must also be indicated and such person named must provide to the Company a properly completed a Substitute IRS Form W-9 or a IRS Form W-8BEN, W-8ECI, W-8EXP or W-8IMY, as applicable. Noteholders tendering Old Notes by book-entry transfer may request that Old Notes not exchanged be credited to such account maintained at the Book-Entry Transfer Facility as such noteholder may designate hereon. If no such instructions are given, such Old Notes not exchanged will be returned to the name and address of the person signing this Letter of Transmittal.

5.   Transfer Taxes.

The Company will pay all transfer taxes, if any, applicable to the transfer of Old Notes to the Company or its order pursuant to the Exchange Offer. If, however, certificate(s) representing Old Notes for principal amounts not tendered or accepted for exchange are to be issued in the name of, any person other than the registered holder of the Old Notes tendered hereby, or if tendered Old 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 of Old 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 persons) 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.

6.   Waiver of Conditions.

The Company reserves the absolute right to waive satisfaction of any or all conditions enumerated in the Prospectus.

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7.   No Conditional Tenders.

No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders of Old Notes, by execution of this Letter of Transmittal, shall waive any right to receive notice of the acceptance of their Old Notes for exchange.

Although the Company intends to notify holders of defects or irregularities with respect to tenders of Old Notes, neither the Company, the Exchange Agent nor any other person shall incur any liability for failure to give any such notice.

8.   Mutilated, Lost, Stolen or Destroyed Old Notes.

Any holder whose Old Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated above for further instructions.

9.   Withdrawal of Tenders.

Tenders of Old Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date.

For a withdrawal of a tender of Old Notes to be effective, a written notice of withdrawal must be received by the Exchange Agent at its address or by facsimile as set forth above prior to 5:00 p.m., New York City time, on the Expiration Date or, in the case of Old Notes tendered by book-entry transfer, the name and number of the DTC account to be credited and otherwise comply with the procedures of DTC. Any such notice of withdrawal must (i) specify the name of the person having tendered the Old Notes to be withdrawn, (ii) identify the Old Notes to be withdrawn (including the principal amount and serial number(s) of the corresponding certificate(s), (iii) be signed by the holder in the same manner as the original signature on this Letter of Transmittal by which such Old Notes were tendered (including any required signature guarantees) or be accompanied by documents of transfer sufficient to have the trustee under the indenture pursuant to which the Old Notes were issued register the transfer of such Old Notes into the name of the person withdrawing the tender, and (iv) specify the name in which any such Old Notes are to be registered, if different from that of the withdrawing holder. Any Old Notes so properly withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer. Any Old Notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder thereof without cost to such holder as soon as practicable after withdrawal, rejection of tender or termination of the Exchange Offer. Properly withdrawn Old Notes may be retendered by following the procedures described in Instruction 1 above at any time on or prior to 5:00 p.m., New York City time, on the Expiration Date.

All questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of tendered Old Notes will be determined by the Company in its sole discretion, which determination will be final and binding. The Company reserves the absolute right to reject any and all Old Notes not properly tendered or any Old Notes the Company’s acceptance of which would, in the opinion of counsel for the Company, be unlawful. The Company also reserves the right to waive any defects, irregularities or conditions of tender as to particular Old Notes. The Company’s interpretation of the terms and conditions of the Exchange Offer (including the instructions of this Letter of Transmittal) will be final and binding on all parties.

10.   Requests for Assistance or Additional Copies.

Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus, this Letter of Transmittal and other related documents, may be directed to the Exchange Agent at the address and telephone number indicated above.

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IMPORTANT TAX INFORMATION

Internal Revenue Service Circular 230 Notice: TO ENSURE COMPLIANCE WITH INTERNAL REVENUE SERVICE CIRCULAR 230, YOU ARE HEREBY NOTIFIED THAT: (A) ANY DISCUSSION OF U.S. FEDERAL INCOME TAX CONSIDERATIONS CONTAINED OR REFERRED TO IN THIS LETTER OF TRANSMITTAL IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, BY YOU FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON YOU UNDER U.S. FEDERAL TAX LAW; (B) SUCH DISCUSSION IS WRITTEN TO SUPPORT THE PROMOTION OR MARKETING OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN; AND (C) YOU SHOULD SEEK ADVICE BASED ON YOUR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.

Under current United States federal income tax law, in order to avoid back withholding on payments received by a holder tendering Old Notes, such holder, if a U.S. person (as defined in the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute IRS Form W-9”), is required to provide the Company (as payor) with such holder’s correct taxpayer identification number (“TIN”) on Substitute IRS Form W-9 below or otherwise establish a basis for exemption from backup withholding. If a holder is an individual, the TIN is such holder’s social security number. Other holders should consult the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute IRS Form W-9” for information on the correct TIN to report. If the Company is not provided with the correct TIN or an adequate basis for an exemption from backup withholding, a holder may be subject to a $50 penalty imposed by the Internal Revenue Service, and payments that are made to such holder with respect to tendered Old Notes may be subject to backup withholding, currently in an amount equal to 28% of the gross payments received.

Certain holders (including, among others, corporations, tax-exempt entities, and certain foreign individuals) are not subject to these backup withholding and reporting requirements. For such a holder to qualify as an exempt recipient, such holder should complete the Substitute IRS Form W-9 below and write “EXEMPT” on the face thereof to avoid possible erroneous withholding. In order for a nonresident alien or foreign entity to qualify as exempt, such person must submit to the Company, through the Exchange Agent, the appropriate Internal Revenue Service IRS Form W-8 (e.g., IRS Form W-8BEN, IRS Form W-8ECI, IRS Form W-8EXP or IRS Form W-8IMY), properly completed and signed under penalty of perjury, attesting to the holder’s exempt status. Such forms may be obtained from the Internal Revenue Service at its Internet website, www.irs.gov. See the enclosed Substitute IRS Form W-9 for additional instructions.

If backup withholding applies, the Company is required to withhold a portion of certain payments made to the holder or other payee. Backup withholding is not an additional United States federal income tax. Rather, the United States federal income 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 Internal Revenue Service.

Purpose of Substitute IRS Form W-9

To prevent backup withholding on payments that are made to a holder with respect to Old Notes tendered for exchange, each holder should provide the Company, through the Exchange Agent, with either: (i) such holder’s correct TIN by completing the form below, certifying that the TIN provided on Substitute IRS Form W-9 is correct (or that such holder is awaiting a TIN), that such holder is a U.S. person (including a U.S. resident alien), and that (A) such holder has not been notified by the Internal Revenue Service that he or she is subject to backup withholding as a result of a failure to report all interest or dividends or (B) the Internal Revenue Service has notified such holder that he or she is no longer subject to backup withholding; or (ii) an adequate basis for exemption.

What Number to Give the Exchange Agent

The holder is required to give the Exchange Agent the TIN (e.g., social security number or employer identification number) of the record owner of the Old Notes. If the Old Notes are held in more than one name or are not held in the name of the actual owner, consult the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute IRS Form W-9” for additional guidance regarding which number to report.

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Certificate of Awaiting Taxpayer Identification Number

If the tendering holder has not been issued a TIN and has applied for a number or intends to apply for a number in the near future, check the “Awaiting TIN” box on Substitute IRS Form W-9, sign and date the form and the Certificate of Awaiting Taxpayer Identification Number, and return the executed documents to the Exchange Agent. If such certificate is completed and the Exchange Agent is not provided with the TIN, the Exchange Agent will withhold at the applicable backup withholding rate, which is currently 28%, on all payments made thereafter until a TIN is provided to the Exchange Agent.

HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING BACKUP WITHHOLDING.

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PAYER’S NAME: CAPELLA HEALTHCARE, INC.
SUBSTITUTE IRS FORM W-9	Part 1 — PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.	Social Security Number or Employer Identification Number
Department of the Treasury Internal Revenue Service Payer’s Request for Taxpayer Identification Number (“TIN”)	Part 2 — Certification — Under penalties of perjury, I certify that: (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); (2) I am not subject to backup withholding because: (a) I am exempt from backup withholding; (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).	Part 3 — Awaiting TIN o
	Certification 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 you have failed to report all interest and dividends on you tax return.
	Name ­ ­
	Address ­ ­
	Signature ­ ­	Date ­ ­

NOTE:   FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE IRS FORM W-9 FOR ADDITIONAL DETAILS.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECK THE BOX IN PART 3 OF SUBSTITUTE IRS 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, but that such amounts will be refunded to me if I then provide a Taxpayer Identification Number within sixty (60) days.

Signature ­ ­  Date ­ ­, 2011

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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE IRS FORM W-9

GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER. — Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer 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.

		Give the
		name and
		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 funds, the first individual on the account(l)
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)	The grantor-trustee(1)
	(b) So-called trust account that is not a legal or valid trust under state law	The actual owner(l)
5.	Sole proprietorship or disregarded entity owned by an individual	The owner(3)
6.	Grantor trust filing under Optional IRS Form 1099 Filing Method 1 (see Regulation section 1.671-4(b)(2)(i)(A))	The grantor*

		Give the name and
		EMPLOYER IDENTIFICATION
For this type of account:		number of —
7.	Disregarded entity not owned by an individual	The owner
8.	A valid trust, estate, or pension trust	Legal entity(4)
9.	Corporation or LLC electing corporate status on IRS Form 8832 or IRS Form 2553	The corporation
10.	Association, club, religious, charitable, educational, or other tax- exempt organization	The organization
11.	Partnership or multi-member LLC	The partnership
12.	A broker or registered nominee	The broker or nominee
13.	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
14.	Grantor trust filing under the IRS Form 1041 Filing Method or the Optional IRS Form 1099 Filing Method 2 (see Regulation section 1.671-4(b)(2)(i)(B))	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 “DBA” name. You may use either your Social Security Number or Employer Identification Number (if you have one), but the IRS encourages use of your Social Security Number.
(4)	List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)
*	Grantor also must provide an IRS Form W-9 to trustee of trust.

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.

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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE IRS FORM W-9
PAGE 2

Definition of a U.S. person

For federal tax purposes, you are considered a U.S. person if you are:

•  An individual who is a U.S. citizen or U.S. resident alien,

•  A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States,

•  An estate (other than a foreign estate), or

•  A domestic trust (as defined in Regulations section 301.7701-7).

Obtaining a Number

If you do not have a taxpayer identification number or you do not know your number, obtain IRS Form SS-5, Application for a Social Security Card, or IRS Form SS-4, Application for Employer Identification Number, from the Social Security Administration or the Internal Revenue Service and apply for a number.

Payees Exempt from Backup Withholding

Backup withholding is not required on any payments made to the following payees:

•  An organization exempt from tax under section 501(a), any 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 any agency or instrumentality thereof;

•  A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities;

•  A foreign government or any of its political subdivisions or agencies or instrumentalities; or

•  An international organization or any of its agencies or instrumentalities. Other payees that may be exempt from backup withholding include:

•  A corporation;

•  A foreign central bank of issue;

•  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 futures commission merchant registered with the Commodity Futures Trading Commission;

•  A real estate investment trust;

•  An entity registered at all times during the tax year under the Investment Company Act of 1940;

•  A common trust fund operated by a bank under Section 584(a);

•  A financial institution;

•  A middleman known in the investment community as a nominee or custodian; or

•  A trust exempt from tax under section 664 or described in section 4947.

Payments of dividends and patronage dividends not generally subject to backup withholding include the following:

•  Payments to nonresident aliens subject to withholding under Section 1441;

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•  Payments to partnerships not engaged in a trade or business in the United States and which have at least one nonresident partner;

•  Payments of patronage dividends where the amount received is not paid in money; and

•  Payments made by certain foreign organizations.

Payments of interest not generally subject to backup withholding include the following:

•  Payments of interest on obligations issued by individuals. NOTE: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer’s trade or business and you have not provided your correct taxpayer identification number to the payer;

•  Payments of tax-exempt interest (including exempt- interest dividends under Section 852);

•  Payments described in Section 6049(b)(5) to non- resident aliens;

•  Payments on tax-free covenant bonds under Section 1451;

•  Payments made by certain foreign organizations; and

•  Mortgage interest paid to an individual.

EXEMPT PAYEES DESCRIBED ABOVE SHOULD FILE IRS FORM W-9 TO AVOID POSSIBLE ERRONEOUS BACKUP WITHHOLDING. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE “EXEMPT” ON THE FACE OF THE FORM, AND RETURN IT TO THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE FORM.

Certain payments, other than interest, dividends, and patronage dividends, that are not subject to information reporting, are also not subject to backup withholding. For details, see the regulations under Sections 6041, 6041A(a), 6045, and 6050A.

Privacy Act Notice. — Section 6109 of the Internal Revenue Code requires most recipients of dividend, interest, or other payments to give taxpayer identification numbers to payers who must report the payments to IRS. IRS uses the numbers for identification 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 a payer. Certain penalties may also apply.

Penalties

(1) Failure to Furnish Taxpayer Identification Number. — If you fail to furnish your correct 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 which 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.

17

EX-99.2

EXHIBIT 99.2

NOTICE OF GUARANTEED DELIVERY
CAPELLA HEALTHCARE, INC.

Offer to Exchange
91/4% Senior Notes due 2017
for any and all outstanding
91/4% Senior Notes due 2017

This form or one substantially equivalent hereto must be used by registered holders of outstanding 9¹/4% Senior Notes due 2017 (the “Old Notes”) who wish to tender their Old Notes in exchange for a like principal amount of 9¹/4% Senior Notes due 2017 (the “Registered Notes”) pursuant to the exchange offer described in the Prospectus dated          , 2011 (the “Prospectus”) if the holder’s Old Notes are not immediately available or if such holder cannot deliver its Old Notes and Letter of Transmittal (and any other documents required by the Letter of Transmittal) to U.S. Bank National Association (the “Exchange Agent”) prior to 5:00 p.m., New York City time, on          , 2011. This Notice of Guaranteed Delivery may be delivered by hand or sent by facsimile transmission (receipt confirmed by telephone and an original delivered by guaranteed overnight courier) or mail to the Exchange Agent. See “The Exchange Offer — Guaranteed Delivery Procedures” in the Prospectus.

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
, 2011 (THE “EXPIRATION DATE”) UNLESS EXTENDED BY
CAPELLA HEALTHCARE, INC.

The Exchange Agent for the Exchange Offer is:

U.S. BANK NATIONAL ASSOCIATION

By Registered or Certified Mail, Hand Delivery or Overnight Courier:

U.S. Bank National Association

60 Livingston Avenue

St. Paul, MN 55107

Attention: Specialized Finance Unit

By Facsimile:	By Telephone:
(651) 495-8158	(800) 934-6802
(For Eligible Institutions Only)

Delivery of this Notice of Guaranteed Delivery to an address other than as set forth above or transmission via facsimile to a number other than as set forth above will not constitute a valid delivery.

This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Institution (as defined in the Letter of Transmittal), such signature guarantee must appear in the applicable space provided in the Letter of Transmittal.

Ladies and Gentlemen:

The undersigned hereby tenders to Capella Healthcare, Inc. upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal (which together constitute the “Exchange Offer”), receipt of which is hereby acknowledged, Old Notes pursuant to guaranteed delivery procedures set forth in Instruction 1 of the Letter of Transmittal.

The undersigned understands that tenders of Old Notes will be accepted only in minimum denominations of principal amount of $2,000 and in any integral multiples of $1,000 in excess thereof. The undersigned understands that tenders of Old Notes pursuant to the Exchange Offer may be withdrawn only in accordance with the procedures set forth in “The Exchange Offer — Withdrawal Rights” section of the Prospectus.

All authority herein conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall survive the death, incapacity or dissolution of the undersigned and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned.

NOTE: SIGNATURES MUST BE PROVIDED WHERE INDICATED BELOW.

Principal Amount of Old Notes Tendered for Exchange (must be in minimum denominations of principal amount of $2,000 and in any integral multiples of $1,000 in excess thereof):

Certificate No(s). for Old Notes (if available): 

PLEASE SIGN HERE

X
X
	Signature(s) of Owner(s) or Authorized Signatory	Date

2

This Notice of Guaranteed Delivery must be signed by the registered holder(s) of Old Notes exactly as its (their) name(s) appear on certificates of Old Notes or on a security position listing as the owner of Old Notes, or by person(s) authorized to become registered holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information:

Please print name(s) and address(es)

Name(s): 

Capacity: 

Address(es): 

Area Code and Telephone Number: 

(Check if Old Notes will be tendered by book-entry transfer)

o  The Depository Trust Company

Account Number: 

THE GUARANTEE ON THE FOLLOWING PAGE MUST BE COMPLETED.

3

GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)

The undersigned, a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States or an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), hereby:

(a) represents that the above named person(s) own(s) the Old Notes to be tendered within the meaning of Rule 14e-4 under the Exchange Act;

(b) represents that such tender of Old Notes complies with Rule 14e-4 under the Exchange Act; and

(c) guarantees that delivery to the Exchange Agent of certificates for the Old Notes to be tendered, proper form for transfer (or confirmation of the book-entry transfer of such Old Notes into the Exchange Agent’s account at The Depository Trust Company, pursuant to the procedures for book-entry transfer set forth in the Prospectus), with delivery of a properly completed and duly executed (or manually signed facsimile) Letter of Transmittal with all required signatures and any other required documents, will be received by the Exchange Agent at its address set forth above within three New York Stock Exchange trading days after the Expiration Date.

I HEREBY ACKNOWLEDGE THAT I MUST DELIVER THE LETTER OF TRANSMITTAL AND OLD NOTES TO BE TENDERED TO THE EXCHANGE AGENT WITHIN THE TIME PERIOD SET FORTH HEREIN AND THAT FAILURE TO DO SO COULD RESULT IN FINANCIAL LOSS TO ME.

Name of Firm: 

Address: 

Area Code and Telephone Number: 

(Authorized Signature)

Title: 

Name (please type): 

Date: 

NOTE: DO NOT SEND OLD NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. OLD NOTES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.

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